Legal Release of Assignment

LEGAL RELEASE OF ASSIGNMENT

This Legal Release of Assignment (the Release) is made effective as of by and between Assignor: whose address is and Assignee: whose address is .

RECITALS

WHEREAS, Assignor and Assignee entered into an assignment, transfer, or similar agreement described as: dated (the Assignment); and

WHEREAS, a dispute, outstanding obligation, or potential claim relating to the Assignment has arisen or may arise between the parties; and

WHEREAS, the parties desire to resolve and settle their respective rights and obligations under the Assignment and to release one another from specified claims, all on the terms and conditions set forth in this Release.

NOW, THEREFORE

In consideration of the mutual covenants, promises, and other good and valuable consideration set forth below, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. RELEASE

Effective as of the Effective Date, Assignor hereby irrevocably and unconditionally releases, acquits, and forever discharges Assignee and its past and present agents, officers, directors, employees, successors and assigns (collectively, the Released Parties) from any and all claims, demands, actions, causes of action, suits, debts, obligations, liabilities, and damages, whether known or unknown, suspected or unsuspected, foreseeable or unforeseeable, that Assignor ever had, now has, or may have in the future arising out of or in any way related to the Assignment described above, including but not limited to claims for breach of contract, indemnity, contribution, or any other theory, up to and including the Effective Date.

2. SCOPE OF RELEASE

The release set forth in Section 1 applies without limitation to all known and unknown claims related to performance, nonperformance, representations, warranties, indemnities, and any alleged breaches arising under the Assignment, but does not operate to release claims arising from fraud, willful misconduct, or criminal acts proven by final judgment of a court of competent jurisdiction.

3. CONSIDERATION

In exchange for the Release, Assignee shall pay to Assignor the sum of (the Consideration), payable as follows:

Payment shall be made by Assignee to Assignor on or before by check, wire transfer, or other mutually agreed method. Receipt of the Consideration shall be deemed full and complete satisfaction of the monetary obligations contemplated by this Release.

4. ASSIGNMENT DESCRIPTION

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to enter into and perform this Release; (b) the person executing this Release on its behalf is duly authorized to do so; (c) this Release constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (d) it has not assigned or transferred any right that would materially impair the effectiveness of this Release.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants contained in this Release, except to the extent such loss is the result of the indemnified party's own fraud or willful misconduct.

7. NO ADMISSION OF LIABILITY

This Release does not constitute an admission of liability or wrongdoing by any party and shall not be construed as such for any purpose. The parties expressly deny any liability or wrongdoing in respect of the matters released hereby.

8. FURTHER ASSURANCES

Each party agrees, at the request and expense of the other party, to execute and deliver such further documents and to take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Release.

9. NOTICES

Notices to Assignor:

Notices to Assignee:

Notices shall be deemed delivered when received by certified mail, overnight courier, personal delivery, or electronic transmission acknowledged by the recipient, at the addresses set forth above or such other address as a party shall designate by notice in accordance with this Section.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Release 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, relating to the Assignment and the matters released hereby.

12. SEVERABILITY

If any provision of this Release is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

13. AMENDMENT; WAIVER

This Release may be amended or modified only by a written instrument executed by both parties. No waiver by any party of any default or breach shall be effective unless in writing and signed by the party granting the waiver.

14. COUNTERPARTS

This Release 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. Signatures delivered by electronic transmission shall be deemed original signatures for all purposes.

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