Legal NMA Agreement

LEGAL NMA AGREEMENT

This Legal NMA Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Assignor Name: , a organized under the laws of , with principal address (the "Assignor"), and Assignee Name: , a organized under the laws of , with principal address (the "Assignee"). Assignor and Assignee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Assignor is the owner of certain assets, rights and/or intellectual property described as:

WHEREAS, Assignee desires to acquire and Assignor desires to transfer all right, title and interest in and to the assets described above in exchange for non-monetary consideration as set forth herein; and

WHEREAS, the Parties intend for this Agreement to effectuate a full assignment of the specified assets subject to the terms, conditions and restrictions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth 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 Assets" means all assets, rights, title and interest described in the asset description above and any related tangible or intangible property transferred pursuant to this Agreement, including but not limited to patents, copyrights, trademarks, trade secrets, designs, know-how, customer lists, and contracts.

2. ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Assets as of the Effective Date.

2.2 Scope. The assignment includes the right to sue for past, present and future infringements and to collect and retain any recoveries related to the Assigned Assets, except as expressly reserved in this Agreement.

3. CONSIDERATION

3.1 Consideration. In full and complete consideration for the assignment, Assignee shall provide the following non-monetary consideration to Assignor:

3.2 Timing and Conditions. The Parties acknowledge that the obligations described in the consideration section constitute sufficient and lawful consideration. Any conditions precedent to the effectiveness of the consideration must be satisfied within days of the Effective Date unless otherwise mutually agreed in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor Representations. Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Assigned Assets free and clear of all liens, encumbrances, security interests or other third-party rights except as disclosed in writing to Assignee; (b) Assignor has full power and authority to enter into and perform this Agreement; (c) to Assignor's knowledge, the Assigned Assets do not infringe the rights of any third party; and (d) there are no pending or threatened claims, actions or proceedings affecting the Assigned Assets except as disclosed in writing.

4.2 Assignee Representations. Assignee represents and warrants that it has the full power and authority to accept the assignment and to perform its obligations hereunder and that its execution of this Agreement will not violate any agreement binding on it.

5. COVENANTS; FURTHER ASSURANCES

5.1 Cooperation. Following the Effective Date, Assignor shall, at Assignee's reasonable request and expense, execute and deliver such instruments and take such further actions as may be reasonably necessary to effectuate the assignment and transfer of the Assigned Assets, including executing assignments, filings or such other documents required to record or perfect Assignee's rights.

5.2 Preservation of Records. Assignor shall retain and make available to Assignee all records and documentation reasonably necessary for Assignee to exploit, maintain and defend the Assigned Assets for a period of following the Effective Date.

6. CONFIDENTIALITY

6.1 Confidential Information. The Parties acknowledge that in connection with this Agreement they may disclose Confidential Information. "Confidential Information" means any non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Non-Use and Non-Disclosure. Each Party agrees to hold Confidential Information in strict confidence and not to disclose or use such information except as necessary to perform its obligations under this Agreement or as required by law, in which event the receiving Party shall give prompt written notice to the disclosing Party to allow for protective measures.

7. INDEMNIFICATION

7.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee and its affiliates from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants in this Agreement or any claim that the Assigned Assets infringe or misappropriate a third party's rights.

7.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any claims arising from Assignee's use, exploitation or commercialization of the Assigned Assets following the Effective Date, except to the extent attributable to Assignor's breach or misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. NOTICES

Assignor Notice Address:

Assignee Notice Address:

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by confirmed electronic transmission to the addresses specified above or to such other address as a Party designates by notice.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by both Parties.

10.2 Waiver. No failure or delay by a Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

10.3 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 or scanned copies of signatures shall be binding and enforceable.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 Entire Agreement. This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely matches the Parties' intent.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Assignee may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets.

12.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the Parties.

SIGNATURES

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