Legal Redline Assignment Amendment

Legal Redline Assignment Amendment

This Legal Redline Assignment Amendment ("Amendment") is made as of by and between Assignor Name: , an entity of type , with principal place of business at (Assignor), and Assignee Name: , an entity of type , with principal place of business at (Assignee). Assignor and Assignee are each a Party and collectively the Parties.

RECITALS

WHEREAS, Assignor and Assignee are parties to a written agreement entitled , dated (Original Agreement), which included redline edits and related assignment rights;

WHEREAS, the Parties wish to amend certain provisions of the Original Agreement to effectuate the assignment of specified redline changes and to confirm the scope, consideration, and indemnities associated with that assignment;

WHEREAS, the Parties desire to memorialize the terms of such assignment and the redline changes in this Amendment on the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein 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 of Redline Rights. Assignor hereby assigns, transfers and conveys to Assignee all right, title and interest that Assignor has in and to the redline edits described as follows: The rights transferred include but are not limited to the right to enforce, modify and incorporate such redline edits into the Original Agreement and any related instruments to the extent permitted by applicable law.

1.2 Scope of Assignment. The assignment under Section 1.1 expressly excludes any claims or causes of action accruing prior to the Effective Date that are not specifically identified in the assigned_redline_description. Any intellectual property rights or moral rights retained by Assignor must be expressly listed below:

2. AMENDMENT TO ORIGINAL AGREEMENT

2.1 Conforming Amendments. The Parties agree that the Original Agreement shall be amended solely to the extent necessary to reflect the assignment set forth in Section 1. Any amendment to the Original Agreement effected by this Amendment shall be deemed integral to and part of the Original Agreement.

2.2 Effect on Other Provisions. Except as expressly modified by this Amendment, all other terms and provisions of the Original Agreement shall remain in full force and effect.

3. CONSIDERATION

As consideration for the assignment set forth herein, Assignee shall provide to Assignor the following (select or describe): If monetary, amount: $

4. EFFECTIVE DATE

The effective date of this Amendment shall be (Effective Date). The Effective Date shall govern the timing of rights, obligations and any limitations set forth herein.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor represents and warrants that: (a) Assignor has the full right, power and authority to make the assignment contemplated by this Amendment; (b) the rights being assigned are free and clear of all liens, encumbrances, and third-party claims except as disclosed in writing to Assignee; and (c) no pending litigation or governmental proceeding exists that would reasonably be expected to impair the rights assigned.

5.2 Assignee represents and warrants that: (a) it has the corporate power and authority to accept the assignment and to perform its obligations under this Amendment; and (b) the execution and delivery of this Amendment by Assignee will not violate any material agreement to which Assignee is a party.

6. INDEMNIFICATION

6.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee and its affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of Assignor's representations or warranties in this Amendment; or (b) claims related to acts, omissions or obligations of Assignor accruing prior to the Effective Date and not assumed by Assignee.

6.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor to the extent arising from Assignee's actions following the Effective Date that exceed the scope of the rights expressly assigned herein or that violate provisions of the Original Agreement as amended by this Amendment.

7. NOTICES

All notices required or permitted under this Amendment shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or hand delivery. Notices shall be effective upon receipt.

8. GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

9. MISCELLANEOUS

9.1 Entire Agreement. This Amendment, together with the Original Agreement as amended hereby, 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.

9.2 Severability. If any provision of this Amendment 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.

9.3 Amendments; Waiver. Any amendment, modification or waiver of any provision of this Amendment must be in writing and signed by both Parties. No failure or delay in exercising any right or remedy shall operate as a waiver thereof.

9.4 Counterparts and Electronic Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means that reproduce a signature shall have the same force and effect as original signatures.

9.5 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the purposes of this Amendment.

SIGNATURES

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