Legal NOA Agreement

NOTICE OF ASSIGNMENT AGREEMENT (NOA)

This Notice of Assignment Agreement (the Agreement) is made and entered into as of Effective Date: by and between Assignor Name: (Assignor), entity type: Individual Corporation Limited Liability Company Partnership Other, with principal address at ; and Assignee Name: (Assignee), entity type: Individual Corporation Limited Liability Company Partnership Other, with principal address at .

RECITALS

WHEREAS, Assignor is the lawful owner of certain contractual rights, interests and entitlements described as Assigned Rights:

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Assigned Rights upon the terms and conditions set forth herein; and

WHEREAS, notice of such assignment is required to be given to the obligor(s) under the underlying agreement(s) and such notice is delivered in accordance with the terms of this Agreement.

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

1. ASSIGNMENT

1.1 Assignment. Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, whether accrued or contingently arising, identifiable as of the Effective Date or thereafter arising, together with all proceeds, remedies and claims related thereto (collectively, the Assigned Rights).

1.2 Scope. The assignment described in Section 1.1 includes the right to receive payment, to enforce remedies, and to collect or compromise amounts due under the Assigned Rights, subject to the terms of this Agreement and any expressly stated exclusions set forth in Assigned Rights description above.

2. CONSIDERATION

As consideration for the assignment set forth in Section 1, Assignee shall pay Assignor the sum of Consideration Amount: payable in accordance with the payment schedule set forth below or as otherwise agreed in writing by the parties.

3. ASSIGNEE ACCEPTANCE

Assignee hereby accepts the assignment and agrees to assume any duties expressly set forth herein. Assignee shall have the sole right to enforce the Assigned Rights following the Effective Date and shall be entitled to retain all proceeds collected by Assignee, subject to payment of amounts payable to Assignor under Section 2.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as of the Effective Date that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any material agreement to which it is a party.

Assignor further represents and warrants that Assignor is the lawful owner of the Assigned Rights, that the Assigned Rights are free and clear of any undisclosed liens or encumbrances, and that no prior assignment exists other than those disclosed in writing to Assignee.

5. NOTICE TO OBLIGOR

Assignor shall deliver or cause to be delivered to the obligor(s) written notice of this assignment in a form sufficient under the relevant underlying agreement(s). Evidence of such notice, including the date of delivery and method of transmission, shall be provided to Assignee upon request.

6. COVENANTS

Assignor covenants to cooperate with Assignee and to execute and deliver such further instruments and documents as may be reasonably required to effectuate the assignment and to enable Assignee to collect or 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 Agreement. Assignee shall indemnify Assignor for any liabilities resulting from Assignee's material breach of this Agreement or willful misconduct.

8. CONFIDENTIALITY

The parties agree to keep confidential and not disclose to any third party any non-public information concerning the Assigned Rights or the terms of this Agreement, except as required by law or to enforce the rights under this Agreement. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement.

9. FURTHER ASSURANCES

Each party agrees to execute and deliver such other documents and to take such further actions as may be reasonably necessary to effect, perfect, or enforce the intent and purpose of this Agreement and to enable the parties to exercise their respective rights hereunder.

10. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified below or to such other address as either party may designate by notice to the other party.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

12. GOVERNING LAW

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.

13. ENTIRE AGREEMENT

This Agreement, 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, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed or reformed solely to the extent necessary, and the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

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