Legal DoA Draft

Legal DoA Draft

This Deed of Assignment (the "Deed") is made on Date: between Assignor Name: of Assignor Address: ("Assignor") and Assignee Name: of Assignee Address: ("Assignee").

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of certain rights, title and interest described as Assigned Assets: ; and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Assigned Assets on the terms and subject to the conditions set forth in this Deed; and

WHEREAS, the parties intend that the assignment be effective as of the Effective Date: .

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

1. ASSIGNMENT

1.1 Assignment. Assignor hereby irrevocably assigns, conveys, transfers and sets over to Assignee all of Assignor's right, title and interest in, to and under the Assigned Assets, together with all proceeds, rights to sue, rights to enforce, and claims related thereto, whether now existing or hereafter arising, to have and to hold the same unto Assignee, its successors and permitted assigns, absolutely and forever.

1.2 Scope. The Assigned Assets shall include, without limitation, all rights, obligations and benefits arising under or relating to the Assigned Assets described in Section 1.1 and as further detailed in Schedule of Assigned Assets:

2. CONSIDERATION

2.1 Consideration. In consideration of the assignment set forth in this Deed, Assignee shall pay to Assignor the sum of (the "Consideration"), or such other consideration as the parties may agree in writing. Assignor acknowledges receipt of the Consideration and agrees that the same constitutes adequate and sufficient consideration for the assignments herein.

3. ASSUMPTION OF LIABILITIES

3.1 Assumption. Assignee shall assume the following liabilities, if any, arising from the Assigned Assets:

3.2 No Other Assumption. Except as expressly set forth in this Deed, Assignee does not assume and shall not be responsible for any other liabilities or obligations of Assignor relating to the Assigned Assets.

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the sole legal and beneficial owner of the Assigned Assets and has full right, power and authority to assign the Assigned Assets free and clear of all liens, encumbrances, claims and third-party rights; (b) there is no pending litigation, arbitration, administrative action or governmental investigation affecting the Assigned Assets except as disclosed below; and (c) the execution, delivery and performance of this Deed by Assignor does not and will not violate any agreement, instrument, order, judgment or law binding on Assignor.

Disclosed claims, encumbrances or exceptions (if any):

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants that it has full power and authority to accept the assignment and to carry out its obligations under this Deed, that this Deed constitutes a valid and binding obligation enforceable against Assignee, and that Assignee has the financial capacity to perform any obligations it has assumed pursuant to this Deed.

6. INDEMNITY

6.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants set forth in this Deed.

6.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's breach of this Deed or Assignee's assumed liabilities.

7. FURTHER ASSURANCES

Each party shall, at its own expense, execute and deliver such further documents and do such further acts and things as may be reasonably required to give full effect to the intent and provisions of this Deed, including cooperation in any actions necessary to transfer rights or to perfect the assignments made hereunder.

8. NOTICES

Notices shall be deemed given when delivered personally, on the date of confirmed receipt if sent by registered mail, or on the next business day if sent by overnight courier, in each case to the addresses set forth above or to such other address as a party may specify by notice in accordance with this Section.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Deed constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating thereto.

11. SEVERABILITY

If any provision of this Deed is determined to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Deed, which shall remain in full force and effect.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Deed shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof.

13. COUNTERPARTS; EXECUTION AS DEED

This Deed 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. The parties acknowledge that this Deed is intended to be executed and delivered as a deed and shall take effect as a deed upon execution.

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