Legal Surrender Form

LEGAL SURRENDER FORM

This Legal Surrender Form is entered into as of by and between Surrendering Party Name: (the "Surrendering Party") and Recipient Name: (the "Recipient").

RECITALS

WHEREAS, the Surrendering Party currently holds certain rights, title, or interests in the property, assets, contracts, claims, or intellectual property described herein and intends to permanently relinquish those rights in favor of the Recipient; and

WHEREAS, the Recipient is willing to accept the surrender and to take possession or recordation of the surrendered rights, subject to the terms, conditions and representations set forth in this Form; and

WHEREAS, the parties desire to set forth their agreement with respect to the surrender, transfer, and related actions necessary to effectuate the transfer of all right, title and interest in and to the surrendered property.

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. SURRENDER AND TRANSFER

1.1 Surrender. The Surrendering Party hereby irrevocably surrenders, assigns, conveys and transfers to the Recipient all of the Surrendering Party's right, title and interest in and to the Surrendered Property (as defined in Section 2) effective as of the Effective Date. The surrender is absolute, unconditional and without reservation except as expressly set forth in this Form.

1.2 Scope. The transfer includes, without limitation, any and all associated rights, licenses, certificates, instruments of transfer, proceeds, claims, causes of action and remedies related to the Surrendered Property.

2. DESCRIPTION OF SURRENDERED PROPERTY

3. CONSIDERATION

3.1 Consideration Acknowledgment. The parties acknowledge receipt of the following consideration for the surrender and transfer:

No monetary consideration; surrender accepted as of Effective Date.
Monetary consideration paid in the amount of $ .

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Form; (b) this Form constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution and performance of this Form do not violate any agreement, order, judgment or law binding on such party.

The Surrendering Party further represents and warrants that, to the Surrendering Party's knowledge, the Surrendered Property is owned or controlled by the Surrendering Party free and clear of all liens, encumbrances, security interests and adverse claims except as specifically disclosed in writing in the field below.

5. FURTHER ASSURANCES

The Surrendering Party shall, at the request and expense of the Recipient, execute and deliver such further instruments, affidavits, releases and other documents and take such additional actions as may be reasonably necessary or desirable to effectuate, perfect, record and protect the surrender and transfer contemplated by this Form.

6. RELEASE; WAIVER

Upon the Effective Date and to the maximum extent permitted by law, the Surrendering Party irrevocably releases and forever discharges the Recipient and its agents, representatives and successors from any and all liabilities, claims, actions, demands and causes of action, known or unknown, that arise from or relate to the Surrendered Property, except for claims arising from the Recipient's gross negligence or willful misconduct.

7. INDEMNIFICATION

The Surrendering Party agrees to indemnify, defend and hold harmless the Recipient from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the Surrendering Party's representations, warranties or covenants set forth in this Form or arising from any claim of a third party asserting rights in the Surrendered Property prior to the Effective Date, except to the extent caused by the Recipient's gross negligence or willful misconduct.

8. DELIVERY; RECORDATION

8.1 Delivery. The Surrendering Party shall deliver to the Recipient all documents, instruments and physical items necessary to vest the Recipient with the surrendered rights and shall cooperate in the transfer and recordation of the same.

8.2 Recordation. If recordation, filing or registration of any instrument is necessary to affect the surrender, the Surrendering Party shall execute such instruments and the parties shall cooperate to effect such recordation at the expense of .

9. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below by personal delivery, nationally-recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Form may be amended, modified or supplemented only by an instrument in writing signed by both parties. No waiver of any term or condition of this Form shall be effective unless in writing and signed by the party waiving compliance. This Form 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.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Form shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Form constitutes the entire agreement and understanding of the parties with respect to the surrender and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

12. MISCELLANEOUS

12.1 Remedies. The parties acknowledge that monetary damages may be an inadequate remedy for breach of the obligations contained in this Form and that the injured party shall be entitled to specific performance, injunctive relief and other equitable remedies in addition to damages at law.

12.2 Relationship of Parties. Nothing in this Form shall be construed to create a partnership, joint venture or employment relationship between the parties.

ACKNOWLEDGMENTS

The undersigned each acknowledge that they have read this Form, understand its terms, have had the opportunity to seek independent advice, and execute this Form voluntarily and with full authority to bind the party on whose behalf they sign.

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