Legal LAT Agreement

LEGAL LAT AGREEMENT

This Legal LAT Agreement (the Agreement) is entered into as of by and between Party A Name: , an entity organized as , with its principal place of business at (Assignor), and Party B Name: , an entity organized as , with its principal place of business at (Assignee).

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of certain rights, title, interests and obligations described as follows: (Assigned Rights);

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to accept and assume, the Assigned Rights on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement effectuate a legally binding assignment and the orderly transition of rights, obligations and notices related to the Assigned Rights.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Rights" means the rights, claims, credits, contracts, intellectual property, and other interests identified in the Assigned Rights Description field and any rights reasonably necessary to the exercise, enforcement or transfer thereof.

2. ASSIGNMENT AND TRANSFER

2.1 Assignment. Subject to the terms and conditions of this Agreement, effective as of the Effective Date, Assignor hereby irrevocably assigns, conveys and transfers to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, free and clear of all liens, claims and encumbrances except as expressly set forth in this Agreement.

2.2 Assumption. Assignee hereby accepts the assignment and agrees to assume and perform all obligations, liabilities and duties arising from and after the Effective Date with respect to the Assigned Rights, except those liabilities expressly retained by Assignor in writing.

3. CONSIDERATION

3.1 Consideration. In consideration for the assignment and transfer set forth herein, Assignee shall pay to Assignor the sum of (Consideration), payable in accordance with the payment schedule below.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor's Representations. Assignor represents and warrants to Assignee that as of the Effective Date: (a) Assignor has good and marketable title to the Assigned Rights and the full right, power and authority to assign them; (b) the Assigned Rights are not subject to any outstanding judgments, liens or encumbrances except as disclosed in writing to Assignee; and (c) there are no pending or, to Assignor's knowledge, threatened actions, claims or proceedings that would materially impair the Assigned Rights.

4.2 Assignee's Representations. Assignee represents and warrants that as of the Effective Date: (a) it has full corporate or individual power and authority to enter into and perform this Agreement; and (b) the execution and performance of this Agreement will not violate any material agreement, law or order applicable to Assignee.

5. COVENANTS; FURTHER ASSURANCES

5.1 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably required to effectuate the assignment and transfer contemplated by this Agreement.

5.2 Cooperation. The parties agree to cooperate in good faith to provide notices, consents and other documentation necessary to perfect the assignment and to mitigate disruption to third parties affected by the transfer of the Assigned Rights.

6. CONFIDENTIALITY

6.1 Confidential Information. For purposes of this Agreement, Confidential Information means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Non-Disclosure. Each party shall hold confidential and not disclose Confidential Information of the other party except as required by law or with the disclosing party's prior written consent. The obligations of confidentiality shall continue for years from the Effective Date.

7. INDEMNIFICATION

7.1 Assignor Indemnity. Assignor shall defend, indemnify and hold harmless Assignee from and against any and all losses, claims, damages or liabilities arising out of breaches of Assignor's representations, warranties or covenants in this Agreement or from matters existing prior to the Effective Date except to the extent expressly assumed by Assignee.

7.2 Assignee Indemnity. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all losses, claims, damages or liabilities arising out of Assignee's performance, use or exploitation of the Assigned Rights after the Effective Date.

8. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY'S INDEMNITY OBLIGATIONS OR FOR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF CONSIDERATION PAID BY ASSIGNEE HEREUNDER.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the parties' written arbitration agreement or, absent such agreement, by a mutually agreed neutral arbitrator.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement 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.

11.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.3 Waiver. No delay or failure to exercise any right shall operate as a waiver. A waiver must be in writing to be effective.

11.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

11.5 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. Electronic signatures and transmitted signed copies shall be binding.

AUTHORITY TO EXECUTE

Each person executing this Agreement on behalf of a party represents and warrants that such person has the full power and authority to bind that party to the terms of this Agreement.

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