Legal Assignment Request

LEGAL ASSIGNMENT REQUEST

This Legal Assignment Request (the "Request") is made as of , by and between Assignor Name: with principal address (the "Assignor"), and Assignee Name: with principal address (the "Assignee").

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of certain rights, title and interest described herein and more particularly described in Section 1 (the "Assigned Rights");

WHEREAS, Assignee desires to receive and Assignor desires to assign and transfer to Assignee, and Assignee desires to accept, the Assigned Rights on the terms and conditions set forth in this Request;

WHEREAS, the parties intend by this Request to document Assignor's request and authorization to effect the assignment and to set forth the material terms, representations and obligations applicable to such assignment.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNED RIGHTS

1.1 Assignment Request. Assignor requests assignment and transfers, and hereby authorizes the conveyance to Assignee of all of Assignor's right, title and interest in and to the assets and rights described below (the "Assigned Rights"), whether now existing or hereafter acquired, including all related contracts, claims, causes of action, proceeds and goodwill to the fullest extent permitted by applicable law.

1.2 Scope. The Assigned Rights shall include (check all that apply) and all related records and enforcement rights:

Intellectual property (patents, trademarks, copyrights)
Contracts and contract rights
Accounts receivable and payment rights
Claims, causes of action and litigation proceeds
Other:

2. CONSIDERATION

2.1 Consideration. In consideration for the Requested Assignment, Assignee shall provide to Assignor the payment or other consideration set forth below, receipt of which Assignor acknowledges.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor represents and warrants to Assignee that, as of the Effective Date, Assignor is the sole legal and beneficial owner of the Assigned Rights, has full power and authority to request and effect the assignment requested herein, and that the Assigned Rights are free and clear of liens, encumbrances, security interests, adverse claims and restrictions except as expressly disclosed in writing to Assignee.

3.2 Assignor further represents that there are no pending assignments, sales or other transfers inconsistent with this Request and no litigation or governmental proceeding pending that would materially impair the Assigned Rights, except as disclosed in the Assigned Rights description.

3.3 Assignee represents and warrants that it has full power and authority to accept the assignment and, if applicable, to perform the consideration obligations described in Section 2.

4. FURTHER ASSURANCES

4.1 Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the assignment and to vest in Assignee the full benefit of the Assigned Rights, including execution of assignment instruments, notices to third parties, consents and any related documentation reasonably requested by Assignee.

5. INDEMNIFICATION

5.1 Assignor shall indemnify, defend and hold harmless Assignee from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants set forth in this Request or any pre-existing liabilities related to the Assigned Rights.

6. TAXES AND EXPENSES

6.1 Unless otherwise agreed in writing, each party shall be responsible for its own taxes arising from the assignment. Any transfer, documentary or other taxes, fees or charges imposed by any governmental authority in connection with the assignment shall be the responsibility of or as otherwise allocated by mutual written agreement.

7. NOTICES

7.1 All notices, requests, consents and other communications required or permitted under this Request shall be in writing and delivered to the respective party at the address set forth below or at such other address as such party may designate by notice in accordance with this Section.

8. MISCELLANEOUS

8.1 Governing Law. This Request shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to principles of conflicts of law:

8.2 Entire Agreement. This Request constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

8.3 Severability. If any provision of this Request is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

8.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Request shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

8.5 Counterparts. This Request may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, electronic image or other electronic copies of signatures shall be deemed acceptable for all purposes.

8.6 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Request is intended to confer upon any person who is not a party hereto any rights or remedies.

EXECUTION

The parties have executed this Legal Assignment Request as of the date set forth below.

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