Legal Signed PAJ

Legal Signed PAJ

THIS ASSIGNMENT AND JOINT AGREEMENT (the Agreement) is made as of Effective Date: by and between Assignor: , Entity Type: Individual Corporation LLC and Assignee: , Entity Type: Individual Corporation LLC.

Recitals

WHEREAS, Assignor is the sole and lawful owner of certain rights, claims, causes of action, judgments, and related interests described as Assigned Rights below; and

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

WHEREAS, the parties intend that the transfer effected by this Agreement constitute an absolute, irrevocable and fully assignable conveyance of the Assigned Rights to Assignee under the terms set forth herein.

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

1. Definitions

1.1 "Assigned Rights" means all rights, remedies, judgments, orders, claims, causes of action, damages, debts, accounts receivable, contract rights, and any proceeds thereof, described as follows:

1.2 "Effective Date" means the date set forth above. 1.3 "Consideration" means the sum or other value payable by Assignee to Assignor as set forth in Section 3.

2. Assignment

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Rights as of the Effective Date, including the right to sue, compromise, collect and enforce the Assigned Rights, and to receive and retain all proceeds and recoveries.

2.2 Scope. The assignment conveyed by Assignor includes all rights to pursue collection, to institute or continue litigation, to execute on any judgment, and to receive any settlement proceeds related to the Assigned Rights, whether now existing or hereafter arising.

3. Consideration and Payment

3.1 Consideration. In consideration for the Assignment, Assignee shall pay to Assignor the amount of (the Consideration) pursuant to the payment schedule set forth below.

3.2 Payment Terms. Payment shall be made by Assignee to Assignor as:

4. Representations and Warranties

4.1 By Assignor. Assignor represents and warrants to Assignee that: (a) Assignor is the lawful owner of the Assigned Rights and has full power and authority to assign them; (b) the Assigned Rights are free and clear of any liens, encumbrances, security interests, or prior assignments except as disclosed in writing to Assignee; (c) there are no pending assignments, bankruptcies, or receiverships affecting the Assigned Rights except as disclosed to Assignee; and (d) Assignor has not compromised, waived, or released any material portion of the Assigned Rights prior to the Effective Date other than as disclosed in writing.

4.2 By Assignee. Assignee represents that it has the authority to accept the Assignment, to pay the Consideration, and to perform its obligations under this Agreement.

5. Covenants and Further Assurances

5.1 Cooperation. From and after the Effective Date, Assignor shall reasonably cooperate with Assignee at Assignee's expense in any litigation or collection efforts and shall execute such further documents and take all such actions as may be necessary or desirable to effectuate, perfect, or enforce the Assignment.

5.2 No Further Encumbrances. Assignor shall not create, incur or permit any lien or encumbrance on the Assigned Rights after the Effective Date.

6. Indemnification

Assignor agrees to indemnify, defend and hold harmless Assignee from and against any losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement, or arising from any prior act or omission of Assignor related to the Assigned Rights.

7. Confidentiality

Except as required by applicable law or a court order, neither party shall disclose the existence, terms, or any non-public information relating to this Agreement or the Assigned Rights to any third party without the prior written consent of the other party.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or other means giving written evidence of delivery to the addresses set forth below or such other address as a party may designate by notice to the other party.

9. Remedies and Costs

In the event of a breach of this Agreement, the non-breaching party shall be entitled to all remedies available at law or in equity, including specific performance and recovery of reasonable attorneys' fees, costs and expenses incurred in enforcing this Agreement.

10. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in said state for any dispute arising out of or relating to this Agreement.

11. 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, understandings and communications, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable or, if modification is not possible, shall be severed, and the remaining provisions shall remain in full force and effect.

12. Amendments; Waiver; Counterparts

Any amendment or modification of this Agreement must be in writing signed by both parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. 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.

13. Certifications

Assignor certifies and warrants that the execution and delivery of this Agreement and the performance of Assignor's obligations herein will not violate any agreement to which Assignor is a party, and that no consent of any third party is required for the assignment of the Assigned Rights except as disclosed herein.

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