Legal I&A Agreement

LEGAL I&A AGREEMENT

This Indemnification and Assignment Agreement ("Agreement") is made and entered into as of the day of , by and between Assignor Name: with principal place of business at (hereinafter "Assignor"), and Assignee Name: with principal place of business at (hereinafter "Assignee"). Assignor and Assignee are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Assignor is the owner or has rights in certain contracts, claims, causes of action, intellectual property, or other assets described below to be transferred (the "Assigned Rights"); and

WHEREAS, Assignee desires to acquire, and Assignor desires to assign, the Assigned Rights upon the terms and subject to the conditions set forth in this Agreement and Assignor agrees to indemnify Assignee against certain liabilities arising from the Assigned Rights as provided herein.

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to assignment, indemnification, defense, and related matters.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Assigned Rights" means all rights, title and interest described in Section 2. "Indemnified Parties" means Assignee and its affiliates, and their respective officers, directors, employees and agents. "Losses" means any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) incurred in connection with a claim.

2. ASSIGNMENT

2.1 Assignment. Assignor hereby irrevocably assigns, transfers and conveys to Assignee all right, title and interest in and to the Assigned Rights, whether arising before, on or after the Effective Date, to the extent assignable under applicable law and subject to the terms of this Agreement.

2.2 Further Assurances. Assignor shall execute and deliver such instruments and take such further actions as Assignee may reasonably request to effectuate the assignment of the Assigned Rights.

3. CONSIDERATION

As consideration for the assignment set forth in Section 2, Assignee shall pay Assignor the sum of or other good and valuable consideration as described below, receipt of which is acknowledged by Assignor.

4. INDEMNIFICATION

4.1 Scope of Indemnity. Assignor shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses arising out of or relating to (a) any breach of Assignor's representations, warranties or covenants in this Agreement, (b) any claim that the Assigned Rights infringe or misappropriate any third party intellectual property right or violate law to the extent arising from facts or acts existing prior to assignment, and (c) liabilities or obligations of Assignor associated with the Assigned Rights unless expressly assumed by Assignee in writing.

4.2 Procedure; Defense. The Indemnified Party shall give prompt written notice to Assignor of any claim subject to indemnification. Assignor may, at its own expense, assume control of the defense and settlement of such claim with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense with counsel at its own expense. Assignor shall not enter into any settlement that imposes an obligation on an Indemnified Party without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld.

4.3 Mitigation. The Indemnified Party shall use commercially reasonable efforts to mitigate any Losses and shall cooperate with Assignor in the defense of any claim.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor Representations. Assignor represents and warrants to Assignee that: (a) Assignor has full power and authority to enter into this Agreement and to assign the Assigned Rights; (b) the execution and performance of this Agreement will not violate any material agreement to which Assignor is a party; (c) to the best of Assignor's knowledge, there are no pending claims that would impair the Assigned Rights except as disclosed in writing to Assignee.

5.2 Assignee Representations. Assignee represents and warrants that it has full corporate power and authority to accept the assignment and perform its obligations under this Agreement.

6. COVENANTS

Each Party covenants to execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the provisions and intent of this Agreement.

7. LIMITATIONS OF LIABILITY

Except for liabilities arising from willful misconduct or fraud, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Assignor under this Agreement shall not exceed the greater of (a) the total consideration paid under Section 3, or (b) actual direct damages proven by Assignee.

8. TERM; TERMINATION

This Agreement is effective on the Effective Date and shall remain in effect until all obligations under this Agreement have been performed. Termination of this Agreement shall not release any Party from liability for breaches or claims accruing prior to termination or for obligations that by their nature are intended to survive.

9. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

10. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in a writing signed by the Party waiving compliance.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

MISCELLANEOUS

The headings contained in this Agreement are for convenience only and shall not affect the interpretation of any provision. The Parties acknowledge that they have had an opportunity to consult counsel and that the terms of this Agreement are the result of negotiations between the Parties.

Sign Now