Legal Transfer and Assignment Deed

LEGAL TRANSFER AND ASSIGNMENT DEED

This Transfer and Assignment Deed (the Deed) is made effective as of between Assignor Name: , an entity of type Individual Corporation LLC , with principal address (Assignor), and Assignee Name: , an entity of type Individual Corporation LLC , with principal address (Assignee).

RECITALS

WHEREAS, Assignor is the lawful owner of certain rights, title and interests described as follows: (Assigned Rights); and

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

WHEREAS, the parties wish to document the assignment, transfer, and related covenants and obligations in writing.

NOW, THEREFORE

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

1. ASSIGNMENT AND TRANSFER

1.1 Assignment. Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, together with any and all proceeds, causes of action, claims and rights to sue related thereto, to have and to hold the Assigned Rights and all such interests unto Assignee, its successors and permitted assigns, forever.

1.2 Scope. The assignment in Section 1.1 includes all rights to receive payments, royalties, fees, notices, credits and other economic benefits that accrue on and after the effective date specified above and the right to enforce any obligations related to the Assigned Rights.

2. CONSIDERATION

As full and complete consideration for the assignment and transfer set forth in this Deed, Assignee shall pay to Assignor the amount of payable in accordance with the following terms:

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor's Representations. Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Assigned Rights and has full power and authority to assign the same; (b) the Assigned Rights are free and clear of liens, security interests, encumbrances or adverse claims except as expressly disclosed in writing to Assignee; (c) there is no pending litigation, arbitration or governmental proceeding affecting the Assigned Rights other than as disclosed; and (d) the execution and performance of this Deed will not violate any agreement, law, or court order binding on Assignor.

3.2 Assignee's Representations. Assignee represents and warrants that it has full corporate power and legal capacity to accept the assignment and to perform its obligations hereunder, and that the execution, delivery and performance of this Deed have been duly authorized.

4. COVENANTS

4.1 Assignor Covenants. Assignor covenants that it shall execute and deliver, at Assignee's expense, such further instruments and take such further actions as may be reasonably required to effectuate the assignment and to transfer to Assignee the full benefit of the Assigned Rights.

4.2 Assignee Covenants. Assignee covenants to assume no liabilities of Assignor except those expressly assumed in a written instrument signed by both parties. Assignee agrees to provide prompt written notice to Assignor of any claim or demand arising from the Assigned Rights.

5. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Assignor's representations, warranties or covenants under this Deed occurring prior to the effective date. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses arising out of Assignee's post-assignment exercise of the Assigned Rights, except to the extent such losses result from Assignor's breach of this Deed.

6. FURTHER ASSURANCES

Each party agrees to execute and deliver such further instruments and perform such acts as may be reasonably necessary to carry out the provisions and purposes of this Deed, including but not limited to obtaining consents and recording or filing this Deed where necessary to protect Assignee's rights.

7. NO NOVATION; ASSIGNMENT EFFECT

This Deed effects an assignment and not a novation. Except as expressly provided herein, nothing in this Deed shall be construed as releasing Assignor from any obligations under agreements to the extent such obligations expressly survive assignment or are not assignable without consent.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Deed shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice):

9. AMENDMENT; WAIVER

This Deed may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

10. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Deed 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, relating thereto.

12. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. COUNTERPARTS; EXECUTION

This Deed 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 transmitted by electronic means shall be deemed original signatures for all purposes.

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