Property Address Assignment

PROPERTY ADDRESS ASSIGNMENT

This Property Address Assignment (the "Agreement") is entered into as of (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Assignor is the owner or lawful holder of rights in the property commonly identified by the address and associated addressing rights and identifiers (the "Property Address");

WHEREAS, Assignee desires to acquire, and Assignor desires to assign, all of Assignor's right, title and interest in and to the Property Address, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Assignment shall effectuate an exclusive transfer of Assignor's assignable rights in the Property Address to Assignee to facilitate identification, mailing, location services, and related uses permitted by applicable law.

ASSIGNMENT

Assignor hereby assigns, conveys and transfers to Assignee all of Assignor's right, title and interest in and to the Property Address, including any designations, addressing rights, identifiers, and records held by third parties to the extent assignable by Assignor, effective as of the Effective Date. This Assignment does not transfer any fee simple ownership of real property; it transfers only address-identification rights and related administrative records as may be assignable under applicable law and third-party policies.

SCOPE OF WORK

PAYMENT TERMS

In consideration for the Assignment, Assignee shall pay Assignor the total amount of (the "Consideration") pursuant to the schedule below.

Late payments will incur a late fee of on the outstanding balance, computed monthly, in addition to any remedies available at law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party shall keep confidential all nonpublic information disclosed by the other party relating to this Agreement or the Property Address ("Confidential Information"). Confidential Information excludes information that (a) is or becomes publicly available through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information. The receiving party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall not disclose it except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Assignor represents and warrants that Assignor has the right to assign the assignable interests described herein, that the Property Address is free of liens or encumbrances as to the addressing rights being assigned, and that no third-party consents are required other than those disclosed in writing. Assignee acknowledges that the Assignment transfers addressing and administrative rights only and does not convey real property ownership.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, liabilities, costs and expenses arising from the indemnifying party's breach of its representations, warranties, covenants or obligations under this Agreement, except to the extent resulting from the indemnitee's gross negligence or willful misconduct.

ASSIGNMENT OF RIGHTS AND NOTICES

Assignor shall take commercially reasonable steps to update records and notify any relevant third parties of the transfer of addressing rights, to the extent such actions are necessary and assignable. Assignee shall be responsible for any fees charged by third parties for record updates. Notices required under this Agreement shall be sent to the addresses set forth above by certified mail, courier, or other verifiable means.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party's waiver of any breach shall be deemed a waiver of any other breach. The parties agree to execute such further instruments and take such further actions as are necessary to effectuate the purposes of this Agreement.

ACKNOWLEDGMENT

The undersigned represent that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that their signatures constitute binding obligations of such party.

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