Legal Notice of Assignment

LEGAL NOTICE OF ASSIGNMENT

This Legal Notice of Assignment (the "Notice") is made as of by and between Assignor Name: , Entity Type: , having its principal place of business at (hereinafter "Assignor"), and Assignee Name: , Entity Type: , having its principal place of business at (hereinafter "Assignee").

Recitals

WHEREAS, Assignor is the current holder of certain rights, title and interests described below arising under or related to the agreement, contract, instrument or claims identified in this Notice (the "Assigned Rights"); and

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

WHEREAS, the parties intend that this Notice shall operate as an absolute assignment, notice to any relevant third parties, and evidence of change in beneficial ownership to the extent permitted by law and by the governing instruments.

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

1.1 Assignment. Assignor hereby irrevocably assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, including without limitation all rights to payment, performance, remedies, claims, causes of action, and any proceeds thereof, arising under or related to the instrument or agreement described in Section 1.2, whether now existing or hereafter arising, to the fullest extent assignable under applicable law.

1.2 Description of Assigned Instrument/Agreement:

2. Scope of Rights Assigned

2.1 Scope. The Assigned Rights include all obligations owed to Assignor, all claims for breach or nonperformance, all rights to enforce obligations, all security interests and liens assigned to Assignor, and all ancillary rights necessary to collect or receive the benefits of the Assigned Rights.

2.2 Exclusions. Any rights expressly excluded by written agreement of the parties shall not be transferred. If specific exclusions exist, state them here:

3. Consideration

3.1 Consideration. As full consideration for the assignment and transfer set forth herein, Assignee shall pay or has paid to Assignor the sum of USD, and/or provide other good and valuable consideration as set forth below.

4. Effective Date

4.1 Effective Date. The effective date of this assignment shall be the date first written above or such other date mutually agreed in writing by the parties:

5. Representations and Warranties

5.1 Assignor Representations. Assignor represents and warrants that: (a) it is the lawful owner of the Assigned Rights; (b) the Assigned Rights are free and clear of any undisclosed liens, encumbrances or adverse claims other than those disclosed in writing to Assignee; (c) Assignor has full power and authority to execute and deliver this Notice and to assign the Assigned Rights; and (d) to Assignor's knowledge, no prior assignment of the Assigned Rights exists other than as disclosed in writing.

5.2 Assignee Representations. Assignee represents and warrants that it has the requisite corporate or other power and authority to accept the assignment and to perform its obligations under this Notice.

6. Further Assurances

6.1 Cooperation. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Notice, including, at Assignee's expense, filing notices of assignment, providing notices to obligors, and endorsing instruments if required.

7. Notices

Assignor Notices Address

Assignee Notices Address

7.1 Method. All notices to be given under this Notice must be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or electronic delivery where receipt can be confirmed, and are effective upon receipt at the addresses set forth above or such other address as either party may designate by notice in accordance with this Section.

8. Indemnification

8.1 Indemnity by Assignor. Assignor shall indemnify and hold harmless Assignee 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 or warranties, or claims relating to events or obligations occurring prior to the effective date of this Notice.

8.2 Indemnity by Assignee. Assignee shall indemnify and hold harmless Assignor from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's acceptance of the Assigned Rights, Assignee's performance following the effective date, or Assignee's breach of this Notice.

9. Governing Law

This Notice shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes arising out of this Notice.

10. Entire Agreement; Amendments; Waiver; Severability

10.1 Entire Agreement. This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements concerning the Assigned Rights, except as expressly set forth herein.

10.2 Amendments. No amendment or modification of this Notice shall be effective unless in writing and signed by both parties.

10.3 Waiver. No failure or delay by any party in exercising any right under this Notice shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right or the exercise of any other right.

10.4 Severability. If any provision of this Notice is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a substitute, valid, legal and enforceable provision that most nearly effects the parties' intent in entering this Notice.

11. Counterparts

This Notice 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. Facsimile or electronically transmitted signatures shall be treated as original signatures for all purposes.

12. Execution and Certification

Each party represents and warrants that the person executing this Notice on its behalf is duly authorized to do so and that this Notice constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

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