Legal Rights Transfer Agreement

LEGAL RIGHTS TRANSFER AGREEMENT

This Legal Rights Transfer Agreement (the Agreement) is made and entered into as of Effective Date: by and between Transferor Name: , an entity of type organized under the laws of , with principal place of business at (Transferor), and Transferee Name: , an entity of type organized under the laws of , with principal place of business at (Transferee). Transferor and Transferee are each a Party and together the Parties.

RECITALS

WHEREAS, Transferor is the owner of certain legal rights, title and interests described as Rights in Section 1, and has the full legal power and authority to transfer such rights;

WHEREAS, Transferee desires to acquire and Transferor desires to transfer such rights, subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend by this Agreement to effect an irrevocable transfer of the specified rights and to set forth their respective representations, warranties, covenants and remedies.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms shall have the meanings set forth below:

(a) "Effective Date" means the date specified in the opening paragraph above.

(b) "Transferred Rights" means all rights, title and interest of Transferor in and to the following:

(c) "Claims" includes any claim, demand, action, suit or cause of action, whether in law or equity, and all proceedings related thereto.

2. TRANSFER OF RIGHTS

Transferor hereby irrevocably assigns, conveys, transfers and delivers to Transferee, and Transferee hereby accepts, all of Transferor's right, title and interest in and to the Transferred Rights, together with all goodwill, claims, causes of action, moral rights, royalties, extensions, renewals and reversionary interests, in each case to the full extent transferable under applicable law.

The scope of the transfer shall be:

3. CONSIDERATION

As consideration for the transfer and assignment of the Transferred Rights, Transferee shall pay to Transferor the sum of USD, payable as follows:

If payment is conditional, specify the condition(s):

4. REPRESENTATIONS AND WARRANTIES

Transferor represents and warrants to Transferee that, as of the Effective Date: (a) Transferor is the sole and exclusive legal and beneficial owner of the Transferred Rights; (b) Transferor has full power, authority and legal right to enter into this Agreement and to perform its obligations hereunder; (c) the Transferred Rights are free and clear of any liens, encumbrances, security interests, licenses or third-party claims except as expressly disclosed in writing to Transferee; and (d) to Transferor's knowledge, there are no pending or threatened actions, suits or proceedings that would materially impair the Transferred Rights.

Transferee represents and warrants to Transferor that Transferee has full power and authority to execute this Agreement and to consummate the transactions contemplated hereby and that the execution and delivery of this Agreement and the performance of Transferee's obligations will not violate any applicable law or contractual obligation binding on Transferee.

Exceptions or disclosed encumbrances, if any:

5. COVENANTS OF THE PARTIES

Each Party covenants and agrees to execute and deliver such further instruments and to take such further actions as may be reasonably necessary to effectuate the transfer contemplated by this Agreement, including, without limitation, executing assignments, acknowledgments or other documents reasonably requested by the other Party.

Transferor shall not, after the Effective Date, take any action inconsistent with the rights transferred hereunder or that would impair Transferee's enjoyment thereof.

6. CONFIDENTIALITY

Except as required by law, each Party agrees to keep confidential and not to disclose any non-public information received from the other Party in connection with this Agreement. The obligations of confidentiality shall continue for a period of years from the Effective Date.

7. INDEMNIFICATION

Transferor agrees to indemnify, defend and hold harmless Transferee and its officers, directors, agents and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Transferor's representations, warranties or covenants set forth in this Agreement, or from any claim that the Transferred Rights infringe or violate the rights of any third party, except to the extent such claims arise from Transferee's intentional misconduct or breach of this Agreement.

8. LIMITATION OF LIABILITY

Except for willful misconduct or fraud, neither Party shall be liable to the other for any consequential, incidental, punitive or special damages. The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed .

9. ASSIGNMENT

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

10. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses below or to such other address as a Party may designate by written notice to the other Party in accordance with this Section.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that achieves the original intent of the Parties to the greatest extent possible.

13. 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. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 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 effective and binding.

14. MISCELLANEOUS

Any notices, representations, warranties or covenants made herein shall survive the closing of the transactions contemplated hereby to the extent required for their enforcement. The Parties acknowledge that they have had the opportunity to obtain independent legal advice prior to executing this Agreement.

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