Legal Grant Certificate

Legal Grant Certificate

This Legal Grant Certificate (the Certificate) is made as of Date: by and between Grantor Name: with principal address: and Grantee Name: with principal address: .

RECITALS

WHEREAS, Grantor is the lawful owner of certain rights, interests or property described as: (the Subject Rights);

WHEREAS, Grantee desires to obtain and Grantor is willing to grant to Grantee certain rights and interests in the Subject Rights upon the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Certificate to evidence and certify the grant, the consideration for such grant, and such other matters as are set forth in this Certificate.

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

1. GRANT

1.1 Grant. Subject to the terms and conditions of this Certificate, Grantor hereby irrevocably grants, conveys and transfers to Grantee, its successors and permitted assigns, the following rights in and to the Subject Rights: the right to use, exploit, manage, and enforce the Subject Rights as described in the Grant Description field below for the Term specified herein.

2. CONSIDERATION

2.1 Consideration. Grantee shall pay to Grantor the sum set forth below and any other consideration described herein. The parties acknowledge that such consideration constitutes full and adequate consideration for the rights granted.

3. TERM AND TERMINATION

3.1 Term. The grant shall commence on the Effective Date and shall continue for a term of unless earlier terminated in accordance with this Certificate.

3.2 Termination for Cause. Either party may terminate this Certificate upon written notice to the other party if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 Grantor Representations and Warranties. Grantor represents and warrants to Grantee that: (a) Grantor has full right, title and authority to grant the Subject Rights, free and clear of all liens and encumbrances except as disclosed in writing; (b) the execution and delivery of this Certificate and the performance by Grantor of its obligations hereunder have been duly authorized by all necessary action; and (c) there are no pending claims, litigation or administrative proceedings that would materially impair the rights granted.

4.2 Covenants. Grantor covenants to execute and deliver, at Grantee's reasonable request and expense, any instruments or documents reasonably necessary to effectuate the purposes and intent of this Certificate.

5. INDEMNIFICATION

5.1 Indemnity by Grantor. Grantor shall indemnify, defend and hold harmless Grantee and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Grantor's representations, warranties or covenants contained in this Certificate.

5.2 Indemnity by Grantee. Grantee will indemnify, defend and hold harmless Grantor for claims arising from Grantee's negligent use or misuse of the granted rights after the Effective Date.

6. NOTICES

6.1 All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or sent by confirmed electronic transmission (when sent to an address designated below).

7. MISCELLANEOUS

7.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State specified below, without regard to principles of conflicts of law.

7.2 Entire Agreement. This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

7.3 Severability. If any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Certificate shall be effective unless set forth in a written instrument signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

7.5 Counterparts; Electronic Signatures. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned signatures) shall have the same force and effect as original signatures.

CERTIFICATION

The undersigned hereby certify that they are authorized to execute this Certificate on behalf of the respective party identified and that the information contained herein is true, complete and accurate to the best of their knowledge.

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