Legal Reversion of Rights Agreement

LEGAL REVERSION OF RIGHTS AGREEMENT

This Legal Reversion of Rights Agreement (the "Agreement") is made as of the day of , by and between Reverting Party: , a(n) Individual Corporation Limited Liability Company Partnership with principal address at , and Receiving Party: , a(n) Individual Corporation Limited Liability Company with principal address at .

RECITALS

WHEREAS, Reverting Party is the present owner or controlling rights holder of certain rights described herein and has the authority to effectuate a reversion of such rights; and

WHEREAS, Receiving Party desires to receive and Reverting Party desires to transfer, revert, or convey to Receiving Party all of Reverting Party's right, title, and interest in and to the specific rights identified in this Agreement subject to the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to set forth the terms under which such reversion shall occur, including representations, warranties, consideration, delivery and recordation, and remedies for breach.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Reverted Rights" means the specific rights, interests, licenses, claims, registrations, or titles described in Section 2. "Effective Date" means the date set forth above.

2. DESCRIPTION OF RIGHTS TO BE REVERTED

Reverting Party hereby irrevocably reverts, transfers and conveys to Receiving Party all of Reverting Party's right, title and interest in and to the following rights (collectively, the "Reverted Rights"):

3. REVERSIONS AND TRANSFER

Upon the Effective Date, Reverting Party shall execute all instruments and take all lawful action necessary to effectuate the reversion and transfer of the Reverted Rights to Receiving Party. Such transfer includes the assignment of goodwill, transfer of registrations, if any, and the right to enforce or exploit the Reverted Rights in any jurisdiction where Reverting Party previously held such rights.

Reverting Party warrants that it will not take any action inconsistent with the reversion contemplated by this Agreement and will provide, at Receiving Party's reasonable request, executed assignments, affidavits, or other documents reasonably necessary to record or evidence the transfer of title.

4. CONSIDERATION

As full and complete consideration for the reversion of the Reverted Rights, Receiving Party shall provide the following to Reverting Party:

If monetary consideration is payable, the parties agree to the sum of payable on or before unless otherwise agreed in writing.

5. REPRESENTATIONS AND WARRANTIES

5.1 Reverting Party represents and warrants that: (a) it is the lawful owner of the Reverted Rights or otherwise has full authority to effectuate the reversion; (b) the Reverted Rights are free and clear of any liens, encumbrances, licenses, or third-party claims except as expressly disclosed in writing to Receiving Party; and (c) the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any agreement, law, or court order to which Reverting Party is subject.

5.2 Receiving Party represents and warrants that: (a) it has full corporate or individual power and authority to enter into this Agreement; (b) it has conducted any due diligence it deems necessary with respect to the Reverted Rights; and (c) it will perform the payment or other consideration obligations set forth in Section 4.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the indemnifying party's representations, warranties or obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim for which indemnity is sought and shall cooperate in the defense of such claim.

7. REMEDIES; SPECIFIC PERFORMANCE

The parties acknowledge that monetary damages may not be an adequate remedy for a breach of this Agreement and that, in addition to any other rights and remedies available at law or in equity, a party shall be entitled to seek injunctive relief or specific performance to enforce the terms of this Agreement without the posting of a bond.

8. DELIVERY AND RECORDATION

The parties shall cooperate to execute and deliver any documents and to take any actions reasonably necessary to record, register, or otherwise give public notice of the reversion, including the filing of assignments, releases, or other instruments with governmental or private registries where applicable. Costs of recordation shall be borne by unless otherwise agreed in writing.

9. CONFIDENTIALITY

The existence of this Agreement, the terms hereof, and any non-public information exchanged in connection with the reversion shall be kept confidential by the parties, except as required by law, court order, or as necessary to effectuate the transfer contemplated herein.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below (or to such other address as either party may designate in writing):

11. AMENDMENT; 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 insist upon strict performance of any term shall not be deemed a waiver of any subsequent default.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction agreed by the parties without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any action arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

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 to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

14. 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Any obligation which by its nature survives termination of this Agreement shall survive.

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