Legal Wall Assignment Document

LEGAL WALL ASSIGNMENT AGREEMENT

This Wall Assignment Agreement (the "Agreement") is made as of by and between Assignor Name: whose principal address is and Assignee Name: whose principal address is .

RECITALS

WHEREAS, Assignor is the lawful owner or leasehold interest in certain real property and improvements located at (the "Property") which includes or abuts the wall described below; and

WHEREAS, Assignor has certain rights, title and interest to use, permit or monetize space on a wall on the Property identified as the Wall (the "Wall") and desires to assign such rights to Assignee, subject to the terms and conditions set forth herein; and

WHEREAS, Assignee desires to accept such assignment and agrees to assume the obligations and restrictions set forth in this Agreement.

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. DEFINITIONS

1.1 "Assigned Rights" means the rights described in Section 2 and specifically include the right to affix, display, operate, license, and receive revenue from signage, murals, or other visual media on the Wall, subject to the Permitted Uses, Prohibited Uses and Permits and Compliance provisions of this Agreement.

1.2 "Wall" means the portion of the exterior or interior wall identified in the Wall Description field below and any legal appurtenances thereto.

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 for the Term specified in Section 4. This Assignment is expressly limited to the rights described in this Agreement and does not transfer legal title to the underlying real property.

3. SCOPE OF RIGHTS

3.1 Included Rights. The Assigned Rights include the following rights (select applicable):

Signage, murals, and graphic display rights
Exclusive use of designated area on the Wall for the Term
Right to grant licenses and retain revenue from third-party users
Right to perform ordinary maintenance related to the Assigned Rights

3.2 Excluded Rights. Assignor retains all rights not expressly assigned herein, including ownership of the underlying land, structural alteration rights not reasonably necessary for assigned signage, and any rights previously granted to third parties unless expressly conveyed in writing.

4. TERM

4.1 Term Length. The Term of this Assignment shall commence on and shall continue for a period of years unless earlier terminated in accordance with this Agreement.

4.2 Renewal. Any renewal or extension requires a signed written amendment executed by both parties pursuant to Section 12.

5. CONSIDERATION

6. PERMITTED AND PROHIBITED USES

7. PERMITS, COMPLIANCE, AND APPROVALS

7.1 Compliance. Assignee shall, at its sole cost and expense, obtain and maintain all permits, approvals, licenses and consents required by applicable law, municipal regulation or third-party agreements for the exercise of the Assigned Rights. Assignee shall perform all work in a manner compliant with applicable laws and building codes.

7.2 Assignment Conditioned. This Assignment is conditioned upon Assignee procuring any required landlord, mortgagee or governmental consents prior to commencement of any improvements to the Wall. Failure to obtain required consents shall be a material breach of this Agreement.

8. MAINTENANCE, ALTERATIONS AND RESTORATION

8.1 Maintenance. Assignee shall be responsible for routine maintenance of the assigned portions of the Wall and for correcting any damage caused by Assignee's activities or licensees. Structural repairs and obligations imposed by law upon the owner of the Property shall remain the responsibility of Assignor unless caused by Assignee.

8.2 Alterations. Any alteration which affects the structural integrity or exterior appearance of the Property beyond normal signage affixation requires Assignor's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 Assignor represents and warrants that: (a) it has full right, power and authority to enter into and perform this Agreement; (b) to Assignor's knowledge there are no prior assignments of the Assigned Rights except as disclosed in writing to Assignee; and (c) the execution of this Agreement will not constitute a breach of any lien, mortgage, lease or agreement binding on Assignor.

9.2 Assignee represents and warrants that it has the financial and operational capacity to perform its obligations and will comply with all laws and obtain all necessary approvals. Assignee covenants to indemnify and hold harmless Assignor as provided in Section 10.

10. INDEMNIFICATION AND INSURANCE

10.1 Indemnification. Assignee shall indemnify, defend and hold harmless Assignor, its officers, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's use of the Wall, any licensee's use, or any breach by Assignee of this Agreement, except to the extent caused by Assignor's gross negligence or willful misconduct.

10.2 Insurance. During the Term, Assignee shall maintain commercial general liability insurance and property insurance with limits sufficient to protect Assignor and Assignee against claims arising from the use of the Wall. Assignee shall provide certificates of insurance to Assignor upon request.

11. TAXES, UTILITIES AND FEES

Assignee shall be responsible for any taxes, assessments, utility charges or municipal fees directly attributable to Assignee's use of the Wall during the Term, including but not limited to business license fees or signage permits.

12. ASSIGNMENT; SUBLETTING

12.1 Assignee shall not assign this Agreement or sublicense the Assigned Rights in whole without Assignor's prior written consent, which shall not be unreasonably withheld. Any permitted assignment shall require the assignee to assume Assignee's obligations hereunder in writing.

13. DEFAULT; REMEDIES

13.1 Event of Default. An Event of Default shall include failure to pay consideration, failure to maintain required insurance, failure to obtain necessary permits, or material breach of any representation or covenant which is not cured within thirty (30) days after written notice.

13.2 Remedies. Upon an Event of Default, the non-defaulting party shall be entitled to all remedies at law or in equity, including specific performance, injunctive relief and recovery of damages and reasonable attorneys' fees.

14. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party shall designate by notice.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county where the Property is located for resolution of disputes.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement, together with any exhibits and schedules expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

16.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

17. AMENDMENTS; WAIVER; COUNTERPARTS

17.1 Amendments. Any amendment or modification to this Agreement must be in writing and executed by both parties.

17.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. The waiver of any breach shall not constitute a waiver of subsequent breaches.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Electronic signatures and facsimile copies shall be deemed original signatures for all purposes.

18. MISCELLANEOUS

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

18.2 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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