Legal TRR Template

LEGAL TRR TEMPLATE

This Transfer and Release Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Transferor Name: , a(n) organized under the laws of , with principal address at (the "Transferor"), and Transferee Name: , a(n) organized under the laws of , with principal address at (the "Transferee").

Recitals

WHEREAS, Transferor is the owner or lawful assignee of certain rights described below and has authority to transfer such rights;

WHEREAS, Transferee desires to acquire from Transferor certain rights, interests and claims, and Transferor is willing to transfer and release such rights on the terms and conditions set forth herein;

WHEREAS, the parties desire by this Agreement to set forth their respective agreements, releases and obligations in full and final settlement of the matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants, releases and payments set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Transferred Rights" means all rights, title and interest described as follows:

1.2 "Claims" means any and all claims, suits, causes of action, demands, losses, liabilities, obligations, costs and expenses (including attorneys' fees) arising out of or relating to the Transferred Rights through the Effective Date.

2. Transfer and Assignment

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably transfers, assigns and conveys to Transferee all of Transferor's right, title and interest in and to the Transferred Rights, including the right to pursue, prosecute and resolve any Claims related thereto.

2.2 Further Assurances. Transferor shall execute and deliver such documents and take such further actions as may be reasonably requested by Transferee to effectuate the transfer and assignment contemplated by this Agreement.

3. Consideration

As consideration for the transfer and release herein, Transferee shall pay to Transferor the sum of (the "Consideration"), payable as follows:

4. Release

4.1 Release by Transferor. Upon receipt of the Consideration, Transferor, on behalf of itself and its affiliates, successors and assigns, hereby fully and forever releases, remises, acquits and discharges Transferee and its affiliates, officers, directors, agents, employees, successors and assigns from any and all Claims, obligations and liabilities of whatever kind, whether known or unknown, suspected or unsuspected, arising out of or relating to the Transferred Rights through the Effective Date.

4.2 Release by Transferee. To the extent applicable, Transferee hereby releases Transferor from any Claims arising solely from Transferor's acts or omissions related to the Transferred Rights prior to the Effective Date, except to the extent expressly reserved in Section 4.3.

4.3 Reserved Claims. The parties expressly reserve any Claims that cannot be released as a matter of law or that are expressly carved out in this Agreement. Reserved Claims must be listed here:

5. Representations and Warranties

5.1 Transferor Representations. Transferor represents and warrants to Transferee that: (a) Transferor has full right, title and authority to enter into this Agreement and to transfer the Transferred Rights; (b) the execution and performance of this Agreement will not violate any contract, judgment or applicable law; and (c) Transferor has not previously assigned, licensed or encumbered the Transferred Rights except as disclosed in writing to Transferee.

5.2 Transferee Representations. Transferee represents and warrants to Transferor that: (a) Transferee has full power and authority to acquire the Transferred Rights; and (b) the execution and performance of this Agreement will not violate any agreement to which Transferee is bound.

6. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of such party's representations, warranties or covenants in this Agreement.

7. Confidentiality

The parties acknowledge that the terms of this Agreement and any confidential information exchanged in connection herewith constitute Confidential Information. Neither party shall disclose Confidential Information except as required by law or with the prior written consent of the other party. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

8. Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the parties at the following addresses (or such other address as a party may designate by notice):

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration before a single arbitrator in accordance with commercially reasonable arbitration procedures, unless the parties agree otherwise in writing.

10. Entire Agreement; Amendments; Waiver; Severability; Counterparts

10.1 Entire Agreement. 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 and understandings, whether written or oral, relating thereto.

10.2 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile, electronic or scanned signatures shall be deemed original signatures for all purposes.

11. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties agree to cooperate and execute such further documents and take such further actions as may be necessary to effectuate the purposes of this Agreement.

Sign Now