Legal Rights Assignment Agreement

LEGAL RIGHTS ASSIGNMENT AGREEMENT

This Legal Rights Assignment Agreement (the Agreement) is made effective as of (Effective Date), by and between Assignor Name: of principal address (Assignor), and Assignee Name: of principal address (Assignee).

RECITALS

WHEREAS, Assignor is the sole legal and beneficial owner of certain rights, title and interest described below (the Assigned Rights), and has the full power and authority to assign such rights; and

WHEREAS, Assignee desires to acquire, and Assignor is willing to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the Assigned Rights on the terms and conditions set forth herein; and

WHEREAS, the parties desire to reduce their agreement to writing and to set forth their respective rights and obligations with respect to the Assigned Rights.

NOW, THEREFORE

In consideration of the mutual covenants 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. Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's entire right, title and interest in and to the Assigned Rights, including all causes of action, claims, demands, payments, proceeds and remedies related thereto, whether now existing or hereafter arising, whether known or unknown, and wherever located, to have and to hold for Assignee and the Assignee's successors and permitted assigns.

1.2 Description of Assigned Rights. The Assigned Rights consist of the following rights and items (describe in reasonable detail):

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of (Consideration), payable as follows:

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor Representations. Assignor hereby represents and warrants to Assignee that, as of the Effective Date:

(a) Assignor is the sole owner of the Assigned Rights and has full right, power and lawful authority to assign the Assigned Rights free and clear of any liens, encumbrances, security interests, claims or restrictions;

(b) The execution, delivery and performance of this Agreement by Assignor does not and will not (i) violate any provision of law, (ii) conflict with or result in a default under any agreement or instrument to which Assignor is a party, or (iii) require the consent of any third party except as disclosed in writing to Assignee;

(c) To Assignor's knowledge, there are no pending or threatened actions, claims or investigations relating to the Assigned Rights that would materially impair the transfer of such rights.

3.2 Assignee Representations. Assignee represents and warrants to Assignor that Assignee has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder.

4. FURTHER ASSURANCES

Assignor agrees, at Assignee's expense and without further consideration, to execute and deliver such further instruments and documents and to take such further actions as may be reasonably requested by Assignee to effectuate the purposes of this Agreement and to vest in Assignee all rights assigned hereby.

5. TAXES AND EXPENSES

All transfer, documentary, sales, use and similar taxes, and any fees or charges required to record or effect this assignment, shall be borne by unless otherwise agreed in writing.

6. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public information disclosed by the other party in connection with this Agreement, except as required by law or to enforce the terms of this Agreement. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors and agents from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants in this Agreement or from any claims by third parties relating to acts or omissions of Assignor prior to the Effective Date.

8. NOTICES

Assignor Notice Address:

Assignee Notice Address:

Assignor Contact Email:

Assignee Contact Email:

Notices shall be given in writing and shall be effective upon personal delivery, or three (3) business days after deposit in the mail by certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth above (or at such other address as either party designates by notice to the other).

9. GOVERNING LAW

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

10. 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 invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by a party in exercising any right hereunder shall operate as a waiver of such right. 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 binding.

12. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Each party warrants that it has had the opportunity to consult independent legal counsel prior to executing this Agreement and that the individuals signing below are duly authorized to bind the respective parties.

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