Professional Services Assignment

PROFESSIONAL SERVICES ASSIGNMENT

This Professional Services Assignment (the "Assignment") is made and entered into as of by and between Assignor Name: , Entity Type: Individual Corporation LLC Other , principal place of business or residence at (Assignor), and Assignee Name: , Entity Type: Individual Corporation LLC Other , principal place of business or residence at (Assignee). Assignor and Assignee are sometimes individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Assignor is a party to that certain Professional Services Agreement dated (the "Services Agreement") with Client Name: , pursuant to which Assignor agreed to perform certain professional services described therein; and

WHEREAS, Assignor desires to assign and transfer to Assignee all of Assignor's rights, title and interest in and to the Services Agreement and related rights, and Assignee is willing to accept such assignment and assume certain obligations on the terms set forth in this Assignment; and

WHEREAS, the Parties intend by this Assignment to effect a complete transfer of Assignor's assignable rights and, to the extent agreed below, a novation or assumption of obligations under the Services 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

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Services Agreement. For the avoidance of doubt, "Assigned Rights" means all rights, benefits, claims, causes of action, payments, and remedies now or hereafter arising to Assignor under or in connection with the Services Agreement, including rights to payment, intellectual property rights created pursuant to the Services Agreement, and the right to enforce performance.

2. ASSIGNMENT

Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Rights, to have and to hold the same unto Assignee, its successors and permitted assigns, to the extent assignable by law. This Assignment includes the right to receive all monies and other consideration payable under the Services Agreement with respect to services performed on or after the Effective Date.

3. ASSUMPTION OF OBLIGATIONS

Assignee hereby accepts the foregoing assignment and agrees to assume and perform the obligations of Assignor under the Services Agreement accruing on or after the Effective Date, including the prompt performance of services and compliance with applicable deliverable schedules, subject to the terms of this Assignment; provided, however, that Assignee shall not be responsible for any liabilities or breaches arising prior to the Effective Date, except as explicitly assumed in writing by Assignee.

4. CONSIDERATION

As consideration for the Assignment and the obligations assumed hereunder, Assignee shall pay to Assignor the sum of in accordance with the following payment terms:

5. REPRESENTATIONS AND WARRANTIES

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 the same; (b) the Assigned Rights are free and clear of liens, encumbrances or other third-party claims except as expressly disclosed in writing to Assignee; (c) to Assignor's knowledge, the Services Agreement is in full force and effect and there exists no uncured material breach by Assignor except as disclosed; and (d) no consent of any third party is required to effect the assignment except as disclosed in writing.

Assignee represents and warrants to Assignor that: (a) Assignee has full corporate power and authority to enter into and perform this Assignment; (b) the execution and delivery of this Assignment and the performance of Assignee's obligations hereunder have been duly authorized; and (c) this Assignment constitutes a legal, valid and binding obligation of Assignee enforceable in accordance with its terms.

6. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, claims, damages, fines and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants in this Assignment, or from any negligent or willful act or omission in connection with the performance of its obligations hereunder.

7. CONFIDENTIALITY

All confidential information exchanged between the Parties or received by Assignee in connection with the Services Agreement shall be maintained in confidence in accordance with the confidentiality provisions of the Services Agreement. Assignee shall not disclose Confidential Information except as required by law or as reasonably necessary to perform assigned obligations, and then only upon written notice to Assignor.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Assignment 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. FURTHER ASSURANCES

From time to time following execution of this Assignment, each Party shall, at the request and expense of the requesting Party, execute and deliver such further documents and take such further actions as may be reasonably required to effectuate the purposes and intent of this Assignment, including instruments of transfer and notices to third parties.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

This Assignment 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 delivered by electronic means shall be deemed originals for all purposes.

11. GOVERNING LAW

This Assignment shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Assignment, together with the Services Agreement as expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Assignment is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

14. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Assignment will be effective unless in writing and signed by the Party against whom enforcement is sought. The failure of any Party to enforce any provision will not constitute a waiver of future enforcement of that or any other provision.

15. SCHEDULE OF ASSIGNED DOCUMENTS

MISCELLANEOUS

The headings in this Assignment are for convenience only and shall not affect its interpretation. The Parties agree to cooperate in good faith to carry out the intent and purpose of this Assignment.

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