Legal Provision Assignment

LEGAL PROVISION ASSIGNMENT

This Assignment of Legal Provision (the Agreement) is made effective as of (Effective Date), by and between Assignor Name: with principal address at (Assignor), and Assignee Name: with principal address at (Assignee).

RECITALS

WHEREAS, Assignor is the lawful holder of certain contractual, statutory, regulatory or other legal provision rights described herein and has the authority to assign such rights; and

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 legal provision(s) and related rights set forth in this Agreement in accordance with the terms and conditions contained herein; and

WHEREAS, the parties intend that such assignment shall be absolute and operate to vest in Assignee the rights described in this Agreement, subject to the representations, warranties and covenants herein.

NOW, THEREFORE

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

1. ASSIGNMENT OF PROVISION(S)

1.1 Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the following provision(s), together with all rights, remedies and proceeds related thereto (collectively, the Assigned Provisions):

1.2 Scope. The assignment is intended to be an absolute, unconditional transfer of the entire right, title and interest held by Assignor in the Assigned Provisions, including the right to enforce, collect, exercise, or otherwise realize the benefits of the Assigned Provisions, subject to any expressly reserved rights set forth below.

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment set forth in Section 1, Assignee shall pay Assignor the sum of:

2.2 Payment Terms. Payment shall be made on or before or as otherwise agreed in writing by the parties.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor Representations. Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Assigned Provisions free and clear of any lien, security interest, encumbrance or adverse claim except as disclosed in writing; (b) Assignor has full power and authority to enter into this Agreement and to make the assignments herein; (c) the execution and performance of this Agreement will not violate any contractual, statutory or other legal obligation of Assignor; and (d) to Assignor's knowledge, no third party has a superior right to the Assigned Provisions except as disclosed in writing.

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

4. FURTHER ASSURANCES

4.1 Further Actions. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the purposes and intent of this Agreement, including but not limited to providing reasonable cooperation to perfect or record the assignment if required by applicable law or third-party requirement.

5. INDEMNIFICATION

5.1 By Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations or warranties or from any claim by a third party asserting an interest in the Assigned Provisions that predates the assignment to Assignee and that was not disclosed in writing prior to the Effective Date.

5.2 By Assignee. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's use, enforcement or assertive actions with respect to the Assigned Provisions after the Effective Date, except to the extent caused by Assignor's breach of this Agreement.

6. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth below (or such other address as a party designates by written notice):

7. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

8. 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.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Agreement.

10. 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 and understandings, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had adequate opportunity to review this Agreement with counsel of their choice.

ENTITY TYPE (ASSIGNOR)

Indicate Assignor entity type (check all that apply): Individual Corporation Limited Liability Company Partnership Other:

SIGNATURES

The parties have executed this Agreement as of the date(s) set forth below.

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