Legal Assignments Document

LEGAL ASSIGNMENT AGREEMENT

This Assignment Agreement (the Agreement) is made and entered into as of Effective Date: by and between Assignor Name: , Entity Type: , with a principal address at , and Assignee Name: , Entity Type: , with a principal address at .

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of certain rights, claims, causes of action, contracts, and other intangible property more particularly described in Schedule A attached hereto (the Assigned Rights); and

WHEREAS, Assignee desires to acquire and Assignor desires to assign, transfer and convey to Assignee all of Assignor’s right, title and interest in and to the Assigned Rights, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions of such assignment and the respective rights, obligations and remedies of the parties with respect thereto.

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

1. ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, conveys, transfers and delivers to Assignee all of Assignor’s right, title and interest in and to the Assigned Rights, whether now existing or arising in the future, including all proceeds, rights to recover damages, remedies, claims, causes of action, and rights to enforcement (collectively, the Assigned Rights). The assignment is absolute, exclusive and free and clear of all liens, claims, encumbrances and restrictions of any kind except as expressly set forth in this Agreement.

1.2 Effective Date of Assignment. The transfer effected by this Agreement shall be effective as of the Effective Date set forth above and shall operate retroactively to the extent permitted by law to vest in Assignee all rights previously held by Assignor with respect to the Assigned Rights.

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment set forth in Section 1, Assignee shall pay Assignor the sum of (the Purchase Price) in accordance with the payment terms set forth below.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor’s Representations. Assignor represents and warrants to Assignee as of the Effective Date that: (a) Assignor is the lawful owner of the Assigned Rights and has good and marketable title thereto, free and clear of any liens, encumbrances, security interests, pledges, charges or restrictions other than those disclosed in writing to Assignee; (b) Assignor has full power, authority and legal right to enter into this Agreement and to perform its obligations hereunder; (c) to Assignor’s knowledge, no other person has any claim to, or has previously assigned, the Assigned Rights except as expressly disclosed in Schedule A; and (d) the execution, delivery and performance of this Agreement by Assignor do not and will not violate any agreement, order, judgment, law or regulation applicable to Assignor.

3.2 Assignee’s Representations. Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into and perform this Agreement and that this Agreement constitutes the valid and binding obligation of Assignee enforceable in accordance with its terms.

4. COVENANTS AND FURTHER ASSURANCES

4.1 Further Assurances. Each party shall execute and deliver to the other, at the requesting party’s expense, all further documents and take such further acts as may be reasonably required to effectuate the transfers contemplated by this Agreement and to secure and protect the rights granted hereunder.

4.2 Cooperation on Claims. Assignor shall reasonably cooperate with Assignee in any litigation, arbitration, administrative proceeding or collection effort necessary to enforce the Assigned Rights, including providing declarations, testimony and reasonable access to documents, provided that Assignee shall reimburse Assignor for reasonable out-of-pocket expenses incurred in providing such cooperation.

5. INDEMNIFICATION

5.1 By Assignor. Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, agents and employees from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of Assignor’s representations, warranties or covenants contained in this Agreement or from any claim by a third party asserting ownership of or rights in the Assigned Rights prior to the Effective Date.

5.2 By Assignee. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys’ fees) arising out of Assignee’s breach of this Agreement or Assignee’s use or enforcement of the Assigned Rights after the Effective Date, except to the extent caused by Assignor’s breach of representations or warranties.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party agrees to keep confidential and not to disclose to any third party any non-public information received from the other party in connection with the negotiation and performance of this Agreement, except as required by law or to enforce this Agreement, provided that the receiving party uses commercially reasonable efforts to provide prompt notice to the disclosing party prior to any compelled disclosure.

7. NOTICES

7.1 Method. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt to the addresses set forth below or to such other address as a party may designate by notice to the other party in accordance with this Section.

8. GOVERNING LAW; JURISDICTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

8.2 Jurisdiction and Venue. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the county of the governing law jurisdiction for the purpose of any suit, action or other proceeding arising out of this Agreement and waives any objection to venue or inconvenient forum.

9. MISCELLANEOUS

9.1 Entire Agreement. This Agreement, together with Schedule A, 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.

9.2 Amendments; Waiver. No amendment, modification or supplement of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the parties. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof.

9.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such provision shall be reformed to the minimum extent necessary to make it enforceable, or if reformation is not possible, such provision shall be severed and the remaining provisions shall remain in full force and effect.

9.4 Counterparts. This Agreement 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. Signatures delivered by electronic means shall be deemed original signatures.

SCHEDULE A — ASSIGNED RIGHTS

EXECUTION

IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of the date first written above.

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