Legal Relinquish Rights Form

LEGAL RELINQUISH RIGHTS FORM

This Agreement is made as of between Grantor Name: and Grantee Name: . The parties agree as follows.

RECITALS

WHEREAS, Grantor asserts certain rights, title, interests or claims described herein that Grantor is entitled to relinquish or assign; and

WHEREAS, Grantee desires to receive such relinquishment of rights from Grantor on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, scope and effect of the relinquishment of rights and related covenants.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth below, the parties agree as follows:

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

"Rights" means all rights, claims, interests, privileges, titles, causes of action, and demands of every nature and description whether known or unknown, arising under contract, tort, statute or otherwise, and whether arising before, on or after the Effective Date, relating to the subject matter described in Section 2 below.

2. Description and Scope of Relinquishment

Grantor hereby irrevocably and unconditionally relinquishes, conveys and assigns to Grantee all Rights as defined herein, to the extent and scope described below.

Scope of relinquishment (select applicable options):
Perpetual and irrevocable
Worldwide
Transferable by Grantee

3. Consideration

In exchange for the relinquishment described in Section 2, Grantee shall provide the following consideration to Grantor, receipt of which Grantor acknowledges and accepts as sufficient and valuable consideration:

4. Representations and Warranties

Grantor represents and warrants to Grantee that:

(a) Grantor is the sole lawful owner of the Rights being relinquished, has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and no other person or entity has any claim, lien, encumbrance, security interest or restriction that would impair the grant hereunder.

(b) To Grantor's knowledge, there are no actual or pending legal proceedings or governmental investigations that would impair Grantor's ability to relinquish the Rights described in this Agreement.

(c) Grantor has made no assignment, license, or transfer of the Rights except as disclosed in writing to Grantee prior to the Effective Date.

5. Release; Covenant Not to Sue

Upon the Effective Date and receipt of consideration, Grantor fully releases and forever discharges Grantee and its successors, assigns, officers, directors and agents from any and all claims, demands, liabilities, actions, causes of action and obligations of every nature, whether known or unknown, that arise out of or relate to the Rights relinquished under this Agreement. Grantor covenants not to initiate, maintain or assist any claim or suit against Grantee with respect to any relinquished Rights.

6. Indemnification

Grantor shall indemnify, defend and hold harmless Grantee from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of Grantor's representations, warranties or covenants in this Agreement or from any third-party claims that the Rights were not owned or validly relinquished by Grantor.

7. Taxes and Costs

Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement. Any transfer, documentary, sales, use, value-added or similar taxes attributable to the conveyance of Rights hereunder shall be borne by Grantor, except as otherwise required by applicable law.

8. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), or nationally recognized courier service to the addresses set forth below or to such other address as a party designates by notice in accordance with this Section.

9. Amendments; Waiver

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, and no waiver shall be effective unless in a written instrument signed by the party granting the waiver.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles.

11. 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, understandings, negotiations and discussions, whether oral or written, of the parties relating to such subject matter.

12. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed or reformed to the minimum extent necessary, and the remainder of this Agreement shall remain in full force and effect.

13. Counterparts; Execution

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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

Acknowledgement

Grantor acknowledges that Grantor has read this Agreement in its entirety, understands its terms, and has had the opportunity to seek independent legal counsel prior to execution. Grantor further acknowledges that the relinquishment is voluntary and not the result of coercion or undue influence.

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