Legal eSign Assignment Form

LEGAL ESIGN ASSIGNMENT FORM

This Assignment is made effective as of , (the "Effective Date"), by and between Assignor Name: , with a principal place of business at , and Assignee Name: , with a principal place of business at .

RECITALS

WHEREAS, Assignor is the holder of all right, title and interest in and to the electronic agreements, instruments and related records described on Schedule A attached hereto and incorporated herein (the "Assigned Documents");

WHEREAS, Assignor has caused the Assigned Documents to be executed or authenticated by electronic means and represents that such electronic signatures are valid and enforceable under applicable law; and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the Assigned Documents, and Assignee desires to accept such assignment, all upon the terms and conditions set forth herein.

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. ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby absolutely and unconditionally assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in, to and under the Assigned Documents, whether now existing or arising in the future, including without limitation all rights to payment, performance, remedies and enforcement (collectively, the "Assigned Rights").

1.2 Scope. The Assigned Rights include all rights associated with electronic signatures, audit trails, metadata, and any other electronic evidence of execution or consent that relate to the Assigned Documents.

2. CONSIDERATION

In consideration for the assignment set forth herein, Assignee shall pay Assignor the sum of (the "Consideration") payable in accordance with the payment terms set forth below or as otherwise agreed in writing between the parties.

3. ASSUMPTION OF OBLIGATIONS

Assignee hereby accepts the assignment of the Assigned Rights and, except as expressly set forth in this Agreement, does not assume any liabilities of Assignor arising under the Assigned Documents prior to the Effective Date unless otherwise explicitly agreed in writing by Assignee.

4. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor has good and marketable title to the Assigned Rights free and clear of any liens, security interests, encumbrances or adverse claims; (b) Assignor has full corporate or individual authority to enter into and perform this Agreement; (c) the execution and delivery of the Assigned Documents by electronic signature was authorized, valid and enforceable at the time of execution; and (d) to Assignor's knowledge, there is no existing litigation, claim or governmental proceeding that would materially impair the Assigned Rights.

Assignee represents and warrants to Assignor that Assignee has full power and authority to accept the assignment and to perform its obligations hereunder.

5. ACCEPTANCE OF ELECTRONIC SIGNATURES

The parties agree that any signature in electronic form on the Assigned Documents, including but not limited to typed names, digital signatures and signatures applied through electronic signature platforms, shall constitute a valid signature for all purposes and be enforceable to the same extent as a handwritten signature, and that the integrity of the electronic records relating to the Assigned Documents shall be preserved.

6. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its affiliates from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Assignor's representations or warranties made herein, or any claim that the Assigned Rights are subject to liens or adverse claims existing as of the Effective Date.

7. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement, including the execution of documents to confirm the assignment or to perfect Assignee's rights in the Assigned Documents.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice to the other):

9. ASSIGNED DOCUMENTS (SCHEDULE A)

10. MISCELLANEOUS

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties:

Entire Agreement. This Agreement, including any schedules and exhibits hereto, 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.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives.

Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to exercise any right shall not operate as a waiver of such right or any other right.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed counterparts delivered by electronic means shall be binding and deemed original signatures.

11. AUTHORITY

Each person signing this Agreement on behalf of a party represents and warrants that such person has full authority to enter into this Agreement on behalf of that party and to bind that party to the terms and conditions hereof.

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