Legal Letter of Assignment

LEGAL LETTER OF ASSIGNMENT

This Letter of Assignment (the "Assignment") is made and entered into as of , by and between Assignor Name: whose address is Assignor Address: , and Assignee Name: whose address is Assignee Address: .

RECITALS

WHEREAS, Assignor is a party to an agreement titled dated (the "Original Agreement"), pursuant to which Assignor holds certain rights, title and interests described below.

WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the rights and obligations identified in this Assignment, on the terms and conditions set forth herein.

WHEREAS, the parties intend for this Assignment to be effective as a present and binding transfer of such rights to Assignee to the fullest extent permitted by law.

NOW, THEREFORE

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

1. ASSIGNMENT

Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Rights (as defined below), including any and all rights to receive payments, to enforce claims, to institute or continue proceedings and to otherwise exercise any remedies or privileges related to the Assigned Rights, whether accrued or contingent, known or unknown, subject to the express exclusions set forth in this Agreement.

2. ASSIGNED RIGHTS

The "Assigned Rights" shall consist of the following rights and interests arising under or relating to the Original Agreement:

3. CONSIDERATION

In exchange for the assignment granted herein, Assignee shall pay to Assignor the sum of (USD) upon the terms and schedule set forth below, receipt of which Assignor acknowledges.

4. ACCEPTANCE BY ASSIGNEE

Assignee hereby accepts the assignment of the Assigned Rights and agrees to assume no liabilities except those expressly assumed in writing by Assignee. Acceptance by Assignee shall be effective upon execution of this Assignment by both parties.

5. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee as of the Effective Date that:

(a) Assignor is the lawful owner of the Assigned Rights and has full right, power and authority to assign such rights free and clear of any liens, encumbrances, security interests, or third-party claims;

(b) to Assignor's knowledge, the execution, delivery and performance of this Assignment do not violate, conflict with, or constitute a default under any contract, order, judgment, law or regulation applicable to Assignor;

(c) there are no existing litigation, administrative proceedings, or claims pending or threatened against Assignor that would impair the Assigned Rights; and (d) all factual statements made by Assignor in this Assignment are true and correct in all material respects.

6. COVENANTS; FURTHER ASSURANCES

Assignor covenants to execute and deliver to Assignee, at Assignee's reasonable request and expense, such further instruments and assurances as may be necessary or desirable to evidence, effectuate or perfect the assignment and to enable Assignee to exercise and enforce the Assigned Rights.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising out of any breach of Assignor's representations, warranties or covenants contained in this Assignment or arising from any claim by a third party relating to the Assigned Rights prior to the Effective Date.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Assignment 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).

9. ASSIGNMENT BY ASSIGNOR; FURTHER LIMITATIONS

Except as expressly provided herein, Assignor shall not assign or otherwise transfer any remaining rights or obligations that conflict with the rights conveyed under this Assignment. This Assignment does not relieve Assignor of obligations that are expressly retained in writing, nor does it constitute a novation except where explicitly agreed in writing by the parties.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Assignment, together with any documents referenced herein, 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, relating thereto.

12. SEVERABILITY

If any provision of this Assignment is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be construed so as to effectuate the intent of the parties to the extent permitted by law.

13. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Assignment shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. COUNTERPARTS

This Assignment may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding.

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