Legal Information Assignment

LEGAL INFORMATION ASSIGNMENT

This Legal Information Assignment (the "Assignment") is made and entered into as of Effective Date: , by and between Assignor Name: , having a principal address at Assignor Address: , and Assignee Name: , having a principal address at Assignee Address: .

RECITALS

WHEREAS, Assignor has created, collected, compiled or otherwise possesses certain information, documents, records, analyses, notes, data and related materials described herein (collectively, the "Information"); and

WHEREAS, Assignor desires to transfer and assign to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to certain of the Information upon the terms and conditions set forth in this Assignment; and

WHEREAS, the parties intend that this Assignment effect a transfer of all proprietary rights, including but not limited to trade secret rights, copyright, database rights and other intellectual property rights, in the Assigned Information to Assignee to the fullest extent permitted by applicable law.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration set forth herein, the parties agree as follows.

1. DEFINITIONS

Assigned Information means the specific Information described in the Description of Assigned Information field above and all tangible and intangible embodiments, copies, derivatives, compilations and compilatory rights thereof, together with all rights, titles and interests therein, including without limitation copyright, moral rights to the extent assignable, database rights, trade secret rights and all other intellectual property and proprietary rights now owned or hereafter acquired by Assignor that relate to such Information.

2. ASSIGNMENT

Assignor hereby irrevocably assigns, conveys and transfers to Assignee all right, title and interest of Assignor in and to the Assigned Information, including all worldwide intellectual property rights, trade secret rights, rights to sue and recover damages for past and present infringement, and all other proprietary rights, whether now known or hereafter discovered, for the full term of such rights and any renewals or extensions thereof.

3. CONSIDERATION

As full consideration for the assignment set forth in Section 2, Assignee agrees to pay Assignor the amount of (USD), receipt of which Assignor acknowledges, and/or such other consideration as set forth in writing and signed by both parties. The parties acknowledge that such consideration is adequate and fair.

4. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Assigned Information and has full right, power and authority to assign the Assigned Information as provided herein; (b) the execution and performance of this Assignment will not violate any agreement, obligation or law binding on Assignor; (c) to Assignor's knowledge, the Assigned Information does not infringe or misappropriate any third party intellectual property right; and (d) no other party has any lien, encumbrance or claim against the Assigned Information except as expressly disclosed in writing to Assignee prior to the Effective Date.

Assignee represents and warrants that it has full corporate or other power and authority to accept this Assignment and to perform its obligations herein.

5. CONFIDENTIALITY

Except as required by law or as necessary to effectuate the assignment herein, the parties will maintain the confidentiality of any trade secrets or confidential aspects of the Assigned Information. If the Assigned Information includes personal data, the parties will process such personal data in compliance with applicable privacy and data protection laws; Assignor shall disclose to Assignee any lawful basis or consents relied upon for the collection and transfer of such data.

6. FURTHER ASSURANCES

At Assignee's reasonable request and expense, Assignor will execute and deliver such instruments and take such further actions as may be necessary or desirable to confirm, perfect or evidence the assignment granted by this Assignment, including without limitation executing assignments, consents, declarations, affidavits and other instruments to transfer rights to Assignee and to assist in enforcing those rights against third parties.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, employees and agents from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations and warranties in this Assignment or any third party claim alleging that the Assigned Information infringes or misappropriates such third party's rights, provided that Assignee gives prompt written notice of any claim and cooperates in the defense thereof.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Assignment must be in writing and delivered to the addresses provided below (or to such other address as either party designates by notice in accordance with this Section).

9. AMENDMENT; WAIVER; COUNTERPARTS

This Assignment may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Assignment 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.

10. GOVERNING LAW

This Assignment shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Assignment 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. If any provision of this Assignment is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

12. MISCELLANEOUS

If any party is required to incur costs, including reasonable attorneys' fees, to enforce any provision of this Assignment, the prevailing party shall be entitled to recover such costs from the non-prevailing party. The parties agree that monetary damages may be inadequate and that each party will be entitled to seek equitable relief, including injunctive relief, to enforce the provisions of this Assignment.

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