Legal Rights Option

LEGAL RIGHTS OPTION AGREEMENT

This Legal Rights Option Agreement (the "Agreement") is made and entered into as of the Effective Date: by and between Grantor Name: , an entity of type Individual Corporation Other, with principal address , and Option Holder Name: , an entity of type Individual Corporation Other, with principal address .

RECITALS

WHEREAS, Grantor is the lawful owner or has the right to grant certain rights and interests in the intellectual property, contractual rights, or other rights described in this Agreement (the "Rights"); and

WHEREAS, Optionee desires to obtain, and Grantor is willing to grant, an option to acquire the Rights upon the terms and conditions set forth herein in exchange for the Option Consideration and subject to the warranties, covenants and limitations in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the exclusive procedure, timing, and conditions under which the Option may be exercised and the Rights purchased or licensed.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. GRANT OF OPTION

1.1 Grant. Subject to the terms and conditions of this Agreement, Grantor hereby grants to Optionee an option (the "Option") to acquire the Rights described in Section 1.2, on the Exercise Date and upon payment of the Exercise Price, during the Option Period.

1.2 Description of Rights. The Rights subject to the Option are:

2. OPTION CONSIDERATION; TERM

2.1 Option Consideration. In consideration for the grant of the Option, Optionee shall pay to Grantor the non-refundable Option Fee in the amount of payable according to the following schedule:

2.2 Option Period. The Option shall commence on and shall expire at 11:59 p.m. on unless earlier exercised or terminated in accordance with this Agreement.

3. EXERCISE; PURCHASE TERMS

3.1 Exercise Procedure. The Option shall be exercised by Optionee delivering to Grantor a written Notice of Exercise stating Optionee's election to exercise the Option in accordance with the terms hereof and specifying the Rights to be acquired and the Exercise Price. The Notice of Exercise shall be effective upon actual receipt by Grantor.

3.2 Exercise Price. The Exercise Price payable on exercise of the Option shall be unless otherwise agreed in writing by the parties.

3.3 Closing. Subject to satisfaction of the conditions set forth herein, the closing of the acquisition of the Rights upon exercise (the "Closing") shall occur no later than days after receipt of the Notice of Exercise. At Closing, Grantor shall deliver instruments and take actions reasonably necessary to transfer the Rights free and clear of all liens and encumbrances, except those expressly permitted by this Agreement.

4. RIGHTS RESERVED; RESTRICTIONS

4.1 Reservation of Rights. Except for the Option and the Rights expressly granted to Optionee upon exercise, Grantor reserves all rights, title and interest in the Rights and in any improvements or derivatives thereof.

4.2 Exclusivity. The Option shall be Exclusive Non-exclusive during the Option Period as selected above. Grantor shall not grant rights to third parties in conflict with the chosen exclusivity during the Option Period.

5. REPRESENTATIONS AND WARRANTIES

5.1 Grantor Representations. Grantor represents and warrants to Optionee that: (a) Grantor has full power and authority to enter into and perform this Agreement; (b) Grantor is the sole owner of the Rights or, if not sole owner, has the requisite authority to grant the Option; (c) the Rights are free from material liens, claims or encumbrances other than those disclosed in writing to Optionee; and (d) there are no pending actions or proceedings challenging Grantor's ownership of the Rights.

5.2 Optionee Representations. Optionee represents and warrants that Optionee has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement will not violate any other agreement to which Optionee is a party.

6. CONFIDENTIALITY

6.1 Confidential Information. The parties acknowledge that certain information exchanged in connection with this Agreement is confidential. Each recipient shall hold Confidential Information in confidence and not disclose it to third parties except as required by law or as necessary to exercise rights under this Agreement, provided that the recipient shall use the same degree of care as it uses with its own confidential information but no less than reasonable care.

7. INDEMNIFICATION

7.1 Indemnity by Grantor. Grantor shall indemnify, defend and hold Optionee harmless from and against any losses, damages, liabilities, costs and expenses arising out of any breach of Grantor's representations, or any claim that the Rights do not belong to Grantor or infringe third-party rights.

7.2 Indemnity by Optionee. Optionee shall indemnify, defend and hold Grantor harmless from and against any losses arising from Optionee's negligence, willful misconduct, or breach of this Agreement.

8. ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Optionee may assign the Option to an affiliate or in connection with a sale of substantially all of its assets provided that Optionee remains liable for its obligations hereunder.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under or in connection with this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.

13. MISCELLANEOUS

13.1 Remedies. The parties acknowledge that monetary damages may be inadequate to compensate for a breach of certain provisions of this Agreement and that each party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedy available at law or in equity.

13.2 Costs and Expenses. The prevailing party in any dispute arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

SIGNATURES

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