Legal Relinquishment Form

LEGAL RELINQUISHMENT FORM

This Legal Relinquishment Form ("Agreement") is made effective as of Month Day Year by and between Relinquisher Name: , Relinquisher Address: (collectively "Relinquisher"), and Recipient Name: , Recipient Address: ("Recipient").

RECITALS

WHEREAS, Relinquisher asserts certain right, title, interest, claim, or entitlement described herein and desires to relinquish such interest either permanently or as otherwise specified below; and

WHEREAS, Recipient is willing to accept the relinquishment and to receive the benefit of any transferred rights, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the full terms and conditions of Relinquisher's relinquishment and Recipient's acceptance.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Effective Date" means the date set forth above. (b) "Relinquished Rights" means all right, title, interest, claim, causes of action, and remedies of any kind that Relinquisher has or may have in, to, or arising out of the subject matter described in Section 3. (c) "Property" means the tangible or intangible subject described in Section 3.

2. RELINQUISHMENT OF RIGHTS

Effective as of the Effective Date, Relinquisher hereby irrevocably, unconditionally and forever relinquishes, releases, assigns and conveys to Recipient all Relinquished Rights, whether known or unknown, vested or contingent, of every nature and description, wherever located and however arising, including the right to assert, prosecute, or recover damages, equitable relief, fees, costs, or any other remedy against Recipient or any transferee of Recipient.

3. DESCRIPTION OF RELINQUISHED RIGHTS / PROPERTY

4. CONSIDERATION

The parties acknowledge and agree that the relinquishment effected by this Agreement is made in exchange for the consideration described below, which the parties agree is fair and sufficient.

5. REPRESENTATIONS AND WARRANTIES

Relinquisher represents and warrants to Recipient that: (a) Relinquisher is the lawful owner of the Relinquished Rights and has full power and authority to execute and deliver this Agreement and to surrender such rights; (b) the Relinquished Rights are not subject to any lien, security interest, encumbrance, assignment, option, or adverse claim except as expressly disclosed in writing below; and (c) the execution, delivery and performance of this Agreement will not violate any agreement, law or court order binding on Relinquisher.

6. COVENANTS

Relinquisher covenants to execute and deliver such further instruments and to take such actions as may be reasonably requested by Recipient to effectuate the purposes of this Agreement, including assignments, quitclaims, releases, consents, and filings. Recipient covenants to accept the Relinquished Rights as conveyed and to assume no undisclosed liabilities of Relinquisher arising prior to the Effective Date except as expressly agreed in writing.

7. INDEMNIFICATION

Relinquisher shall indemnify, defend and hold harmless Recipient and its successors and assigns from and against any losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of the representations, warranties or covenants of Relinquisher contained in this Agreement. Recipient shall give prompt written notice of any claim for which indemnity is sought and shall reasonably cooperate in the defense.

8. REMEDIES

The parties agree that a breach of this Agreement would cause irreparable harm for which monetary damages may be inadequate and that, in addition to any other remedy, the non-breaching party shall be entitled to seek injunctive relief and specific performance. All remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

9. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, addressed as follows:

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising under this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No amendment or modification of this Agreement shall be effective unless set forth in a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective for all purposes.

13. ACKNOWLEDGMENT

Relinquisher acknowledges that Relinquisher has read this Agreement, understands its terms, has had the opportunity to seek independent legal advice, and is executing this Agreement voluntarily and with full knowledge of its legal consequences.

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