Legal Claim Assignment Form

LEGAL CLAIM ASSIGNMENT AGREEMENT

This Legal Claim Assignment Agreement (the "Agreement") is made as of by and between Assignor Name: , Assignor Address: ; and Assignee Name: , Assignee Address: .

RECITALS

WHEREAS, Assignor is the present owner of certain rights, claims, causes of action, and any and all proceeds arising from or related to the claim described below (the "Claim"); and

WHEREAS, Assignee desires to acquire from Assignor, and Assignor desires to transfer and assign to Assignee, all of Assignor's right, title and interest in and to the Claim on the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to effect a full and final assignment of the Claim, including the right to pursue, settle, or otherwise dispose of the Claim and to collect and receive any recovery therefrom.

NOW, THEREFORE

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

1. ASSIGNMENT

1.1 Assignment. Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Claim, including without limitation all claims, causes of action, demands, rights to proceeds, judgments, settlements, files, documents, correspondence, and any and all insurance or indemnity rights related to the Claim (collectively, the "Assigned Rights"), to have and to hold the Assigned Rights unto Assignee, its successors and assigns, absolutely and forever.

1.2 Scope. The Assigned Rights include the right to institute, prosecute, defend, compromise, settle and enforce the Claim, and to retain any recovery or proceeds therefrom. Assignor expressly relinquishes any further ownership, control, or interest in the Assigned Rights following the effective date of this Agreement.

2. DESCRIPTION OF CLAIM

Court / Tribunal: Case Number: Claim Reference / File No.:

3. CONSIDERATION

3.1 Consideration. In consideration of the assignment set forth herein, Assignee shall pay to Assignor the sum of $ payable as follows: . The parties acknowledge that this payment constitutes full consideration for the Assigned Rights unless otherwise stated in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor Representations. Assignor represents and warrants to Assignee that, as of the date hereof: (a) Assignor is the sole legal and beneficial owner of the Assigned Rights and has full power and authority to assign the Assigned Rights free and clear of any liens, encumbrances, security interests, pledges, or other third-party rights except as expressly disclosed in writing; (b) Assignor has not previously assigned, transferred, sold, or otherwise encumbered the Assigned Rights except as disclosed; (c) to Assignor's knowledge, there are no pending agreements or stipulations that would prevent or restrict Assignor's ability to assign, transfer or convey the Assigned Rights; and (d) all information provided by Assignor to Assignee concerning the Claim is true and complete in all material respects.

4.2 Assignee Representations. Assignee represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized.

5. FURTHER ASSURANCES; COOPERATION

5.1 Further Assurances. Assignor agrees, at Assignee's expense and upon reasonable request, to execute and deliver such further instruments and to take such actions as Assignee may reasonably request to vest, perfect, confirm or evidence the Assigned Rights in Assignee and to assist in the prosecution or settlement of the Claim.

5.2 Cooperation. Following the effective date, Assignor will reasonably cooperate with Assignee in the prosecution, settlement or enforcement of the Claim, including providing truthful testimony if required and producing non-privileged documents in Assignor's possession relevant to the Claim.

6. INDEMNITY AND RELEASE

6.1 Indemnity by Assignor. Assignor shall indemnify and hold harmless Assignee from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations and warranties contained herein or any assertion by a third party of an adverse interest in the Assigned Rights existing on or prior to the effective date.

6.2 Release by Assignor. Upon receipt by Assignor of the consideration described in Section 3, Assignor releases and forever discharges Assignee from any claims or demands that Assignor may have had against Assignee in respect of the Assigned Rights arising after the effective date, except for claims based on Assignee's breach of this Agreement.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the contact information set forth below (or to such other address as a party may designate by notice). Delivery by certified mail, overnight courier, or personal delivery is sufficient.

8. COSTS AND ATTORNEYS' FEES

Unless otherwise agreed in writing, each party shall bear its own costs and attorneys' fees incurred in connection with the execution of this Agreement. In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the original intent of the parties.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures exchanged by electronic transmission shall be deemed original signatures.

12. MISCELLANEOUS

12.1 Assignment of Proceeds. Any recovery or proceeds obtained on account of the Assigned Rights shall be paid to Assignee, and Assignor shall have no rights to such proceeds after the effective date except as expressly provided herein.

12.2 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and is not intended to confer any rights upon any other person.

CERTIFICATIONS

Assignor certifies that it has not received any notice or information that would materially impair the Assigned Rights, that no statute of limitations has expired with respect to the Claim to Assignor's knowledge, and that Assignor will not take any action inconsistent with the assignment of the Assigned Rights to Assignee.

Assignor certifies the above statements are true and accurate.

ADDITIONAL TERMS

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