Legal GTA Agreement

LEGAL GTA AGREEMENT

This Grant, Transfer and Assignment Agreement ("Agreement") is entered into as of by and between Grantor Name: with principal place of business at (\"Grantor\"), and Assignee Name: with principal place of business at (\"Assignee\").

RECITALS

WHEREAS, Grantor is the sole and lawful owner of certain rights, interests and intangible assets described as: (the "Assigned Rights");

WHEREAS, Assignee desires to obtain and Grantor desires to transfer and assign to Assignee all right, title and interest in and to the Assigned Rights upon the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to effect a full and irrevocable assignment of the Assigned Rights, subject to the representations, warranties, covenants and other provisions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Rights" means all rights, title and interest in and to the assets, intellectual property, contractual rights and other interests more particularly described in Section 2 and any schedules attached hereto.

1.2 "Effective Date" means the date set forth in the opening paragraph of this Agreement.

2. ASSIGNMENT AND TRANSFER

2.1 Grant. Subject to the terms and conditions of this Agreement, Grantor hereby irrevocably sells, assigns, conveys and transfers to Assignee all of Grantor's right, title and interest in and to the Assigned Rights, including, without limitation, all patents, patent applications, copyrights, trade secret rights, know-how, moral rights, trademark rights, database rights, causes of action and contractual rights associated with the Assigned Rights.

2.2 Scope. The foregoing assignment is intended to be a present transfer and shall include the right to sue and recover past, present and future damages or other remedies arising from infringement or violation of the Assigned Rights.

2.3 Description of Assigned Rights. Detailed description of the assets, materials and documents transferred under this Agreement is set forth below:

3. CONSIDERATION

3.1 Payment. In consideration for the assignment and transfer of the Assigned Rights, Assignee shall pay to Grantor the sum of (the "Consideration") in accordance with the following payment terms:

4. REPRESENTATIONS AND WARRANTIES

4.1 Grantor's Representations. Grantor represents and warrants to Assignee that: (a) Grantor is the lawful owner of the Assigned Rights with full power and authority to assign them; (b) the Assigned Rights are free and clear of any liens, encumbrances or security interests except as expressly disclosed in writing to Assignee; and (c) Grantor's execution and performance of this Agreement will not violate any agreement, law or obligation binding on Grantor.

4.2 Assignee's Representations. Assignee represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

4.3 Survival. The representations and warranties set forth in this Section shall survive the Closing and remain in effect for a period of two (2) years thereafter, except for claims based upon fraud or willful misrepresentation which shall survive as permitted by applicable law.

5. COVENANTS; FURTHER ASSURANCES

5.1 Cooperation. From and after the Effective Date, each party shall execute and deliver all further instruments and take such further action as may be reasonably required to vest in Assignee the full benefit of the rights assigned hereby, including the execution of assignments, certificates, filings and other documents.

5.2 Third-Party Consents. Each party shall use commercially reasonable efforts to obtain, at its own expense, any third-party consents necessary to effect the transfers contemplated by this Agreement, unless otherwise agreed in writing.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Except as required by law, each party shall keep confidential all proprietary information concerning the Assigned Rights or the other party's business, and shall not disclose such information to any third party without prior written consent.

7. TAXES AND COSTS

7.1 Allocation of Taxes and Expenses. Except as otherwise provided herein, all transfer, documentary, registration and similar taxes, and governmental fees and expenses arising from the transfer of the Assigned Rights shall be borne by .

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Grantor. Grantor shall indemnify and hold harmless Assignee from and against any losses, liabilities and expenses resulting from any breach of Grantor's representations, warranties or covenants hereunder, including claims that the Assigned Rights infringe third-party rights.

8.2 Limitation. Except for liability arising from fraud or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive or special damages.

9. NOTICES

9.1 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses below, or to such other address as either party may designate by written notice to the other.

10. GOVERNING LAW; MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws.

10.2 Entire Agreement. This Agreement, together with any attached schedules or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute valid provision that most nearly effects the parties' original intent.

10.4 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any breach or default shall be deemed to be a waiver of any subsequent breach or default.

10.5 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. Facsimile or electronic signatures shall be binding for all purposes.

11. ADDITIONAL PROVISIONS

11.1 Remedies. The parties agree that monetary damages may be an inadequate remedy for breach of certain provisions of this Agreement and that the non-breaching party shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity.

11.2 Construction. The headings in this Agreement are for convenience only and shall not affect its interpretation. The words "including" and "include" shall be construed to mean "including without limitation."

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