Legal Debt Assignment Agreement

LEGAL DEBT ASSIGNMENT AGREEMENT

This Legal Debt Assignment Agreement (the "Agreement") is made as of Effective Date: , by and between Assignor Name: , Assignor Address: , and Assignee Name: , Assignee Address: . Each of Assignor and Assignee is individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Assignor is the current holder of certain rights, claims and interests under or arising from the Obligation described below (the "Assigned Debt"); and

WHEREAS, Assignee desires to acquire from Assignor, and Assignor desires to assign and transfer to Assignee, all of Assignor's right, title and interest in and to the Assigned Debt, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that upon execution and delivery of this Agreement, Assignee shall have the exclusive right to enforce, collect and receive payments with respect to the Assigned Debt and related collateral, if any.

NOW, THEREFORE

In consideration of the 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 DEBT

1.1 Description of Obligation. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the debt obligation described as follows: Original Creditor: ; Account Number: ; Original Principal: ; Outstanding Balance: ; Interest Rate: ; Maturity Date:

1.2 Collateral. Collateral securing the Assigned Debt, if any, is described as:

2. ASSIGNMENT

2.1 Transfer of Rights. Subject to the terms and conditions of this Agreement, Assignor irrevocably assigns, transfers and conveys to Assignee all right, title and interest in and to the Assigned Debt and all rights to receive payments, to commence or continue collection proceedings, to enforce security interests and to exercise all remedies available under applicable law or under the documents evidencing the Assigned Debt.

2.2 Excluded Rights. Assignor retains no right to collect, settle or compromise the Assigned Debt following the effective date except as expressly provided in this Agreement.

3. CONSIDERATION

3.1 Purchase Price. As consideration for the assignment of the Assigned Debt, Assignee shall pay Assignor the Purchase Price: , payable in accordance with Section 3.2.

3.2 Payment Terms. Payment of the Purchase Price shall be made by wire transfer, certified check or other immediately available funds to an account or address designated in writing by Assignor within days of the Effective Date.

4. ASSUMED RIGHTS AND OBLIGATIONS

4.1 Rights. Assignee shall have the exclusive right to exercise all remedies and to collect, receive and retain all payments and recoveries arising from the Assigned Debt from and after the Effective Date.

4.2 Obligations. Assignee shall assume and perform any obligations expressly set forth in this Agreement. Assignor shall not be required to take any further action to effectuate this assignment other than to execute such documents reasonably requested by Assignee to evidence the transfer.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor Warranties. Assignor represents and warrants to Assignee as of the Effective Date that: (a) Assignor is the lawful owner of the Assigned Debt free and clear of any liens, encumbrances, security interests or rights of third parties except as disclosed in writing to Assignee; (b) Assignor has full power and authority to assign the Assigned Debt; (c) the Assigned Debt is genuine and not subject to any defense, offset or counterclaim other than those disclosed in writing to Assignee; and (d) there is no pending litigation or administrative proceeding that would impair Assignor's right to assign the Assigned Debt other than those disclosed in writing.

5.2 Assignee Warranties. Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into this Agreement and to purchase, collect and otherwise exercise rights with respect to the Assigned Debt.

6. NOTIFICATION TO DEBTOR

6.1 Notice. Except as otherwise agreed, Assignee shall give written notice to the debtor obligor of the assignment in form and substance reasonably acceptable to Assignor. Assignor shall, upon reasonable request, cooperate and execute reasonable affidavits or transfers to confirm the assignment.

7. COLLECTION; SETTLEMENTS

7.1 Collection Authority. Subject to the terms of this Agreement, Assignee shall have the sole authority to determine whether to compromise, settle or otherwise adjust the Assigned Debt and shall make all decisions with respect to the pursuit or cessation of collection efforts.

7.2 Accounting. Assignee shall keep accurate accounting records of all sums collected and shall make such records available to Assignor upon reasonable request for inspection during normal business hours.

8. INDEMNIFICATION

8.1 Indemnity by Assignor. Assignor agrees to indemnify and hold harmless Assignee from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants in this Agreement prior to the Effective Date.

8.2 Indemnity by Assignee. Assignee agrees to indemnify and hold harmless Assignor from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's collection activity or use of the Assigned Debt after the Effective Date, except to the extent such claims arise from Assignor's breach of this Agreement.

9. TAXES AND WITHHOLDING

9.1 Taxes. Unless otherwise expressly agreed in writing, each Party shall be responsible for its own taxes arising from the transactions contemplated by this Agreement. Gross proceeds received by a Party shall be reported and taxed in accordance with applicable law.

10. CONFIDENTIALITY

10.1 Confidential Information. Except as required by law or to enforce this Agreement, the Parties shall keep confidential non-public terms of this Agreement and information concerning the Assigned Debt and shall not disclose such information to third parties without the prior written consent of the other Party.

11. NOTICES

All notices, demands and other communications required or permitted to be given under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by email with confirmation of delivery, to the addresses set forth below or to such other address as a Party may designate in writing in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended, modified or supplemented only by an instrument in writing signed by both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

12.3 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 transmitted by facsimile or electronic image shall be effective as originals.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State selected by the Parties at execution: , without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

13.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

14.2 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Assignee may assign its rights hereunder without the consent of Assignor; Assignor shall not assign its obligations without the prior written consent of Assignee.

EXECUTION

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

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