Legal Endorsement Form

Legal Endorsement Form

This Legal Endorsement Form (the "Endorsement") is made and entered into as of by and between Endorser Name: , Entity Type: Individual Corporation LLC Partnership, with principal address: (\"Endorser\"), and Endorsee Name: , Entity Type: Individual Corporation LLC Partnership, with principal address: (\"Endorsee\").

RECITALS

WHEREAS, Endorser is the lawful holder, owner or assignee of that certain instrument, contract, claim or right described as: , dated , bearing reference or file number (the "Instrument");

WHEREAS, Endorsee desires to obtain an endorsement, assignment or other conveyance of the rights, title and interest in and to the Instrument on the terms and conditions set forth herein; and

WHEREAS, Endorser is willing to endorse and assign certain rights under the Instrument to Endorsee subject to the terms and conditions of this Endorsement.

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

1. DEFINITIONS

1.1 Defined Terms. For purposes of this Endorsement, capitalized terms used but not otherwise defined have the meanings set forth in the Instrument. “Effective Date” means the date set forth above as effective_date. “Endorsement” means this Legal Endorsement Form together with any schedules and attachments hereto.

2. ENDORSEMENT AND TRANSFER

2.1 Grant. Subject to the terms and conditions of this Endorsement, Endorser hereby endorses, assigns and transfers to Endorsee all of Endorser’s right, title and interest in and to the Instrument to the extent described herein. The scope of transferred rights is: .

2.2 Limitations. The endorsement is subject to the following limitations, if any: . Endorser shall not purport to transfer any rights not owned by Endorser or to grant any greater rights than those expressly described herein.

3. CONSIDERATION

3.1 Consideration. As consideration for the endorsement and transfer described in Section 2, Endorsee shall pay to Endorser the sum of or other consideration described as: . Payment terms: .

4. REPRESENTATIONS AND WARRANTIES

4.1 By Endorser. Endorser represents and warrants to Endorsee that: (a) Endorser is the lawful owner of the rights being endorsed; (b) the Instrument is free and clear of liens, encumbrances, pledges or adverse claims except as set forth in: ; (c) Endorser has full authority to enter into and perform this Endorsement; and (d) there are no pending actions or proceedings that would materially impair Endorser’s ability to transfer the Instrument.

4.2 By Endorsee. Endorsee represents and warrants that it has full power and authority to accept the endorsement and to perform its obligations hereunder.

5. INDEMNIFICATION

5.1 Indemnity by Endorser. Endorser shall indemnify, defend and hold harmless Endorsee and its officers, directors, agents and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of Endorser’s representations or warranties or from any claim that the Instrument was not validly held or transferred by Endorser.

6. FURTHER ASSURANCES

6.1 Further Acts. Each party shall execute and deliver such further documents and take such further actions as may be reasonably required to effectuate the intent of this Endorsement and to carry out its provisions.

7. NOTICES

Notices shall be sent to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed delivered upon receipt if delivered by hand or by electronic transmission with confirmed receipt, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

8. GOVERNING LAW; JURISDICTION

This Endorsement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Endorsement.

9. MISCELLANEOUS

9.1 Entire Agreement. This Endorsement 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 oral or written.

9.2 Amendments; Waiver. No amendment, modification or waiver of any provision of this Endorsement shall be effective unless in writing and executed by both parties. The failure of either party to enforce any provision of this Endorsement shall not constitute a waiver of that provision or of the right to enforce it in the future.

9.3 Severability. If any provision of this Endorsement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuate the original intent to the greatest extent permitted by law.

9.4 Counterparts. This Endorsement 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. Delivery of an executed counterpart by electronic transmission shall be effective to bind a party to this Endorsement.

10. EXECUTION

This Endorsement may be executed by the parties on separate counterparts and shall be effective as of the Effective Date. The individuals signing below represent and warrant that they are duly authorized to execute this Endorsement on behalf of the party for which they sign.

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