Assignment of License

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Assignment of License

Assignment of License

PARTIES

This Assignment of License (the "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

Assignor: {{assignor_company_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with its registered office located at {{assignor_company_address}} (hereinafter referred to as "Assignor").

Assignee: {{assignee_company_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with its registered office located at {{assignee_company_address}} (hereinafter referred to as "Assignee").

RECITALS

WHEREAS, Assignor is the lawful owner of certain rights and interests in a license agreement (the "Original License Agreement") with {{original_licensor_name}}, dated {{original_license_agreement_date}}, pertaining to {{description_of_licensed_subject_matter}}.

WHEREAS, Assignor desires to assign all of its rights, title, and interests in and to the Original License Agreement to Assignee, and Assignee desires to accept such assignment.

ASSIGNMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in, to, and under the Original License Agreement, including but not limited to, all benefits, obligations, and privileges arising therefrom.

Assignee hereby accepts the assignment of the Original License Agreement and agrees to be bound by all of the terms and conditions contained therein, effective as of the Effective Date of this Agreement.

CONSIDERATION

In consideration for the assignment set forth herein, Assignee shall pay to Assignor the sum of {{assignment_fee_currency}} {{assignment_fee_amount}} ({{assignment_fee_amount_words}}) on or before {{payment_due_date}}.

Payment shall be made by {{payment_method}} to {{assignor_bank_details/payment_instructions}}.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that:

(a) Assignor is the sole and exclusive owner of all rights, title, and interest in and to the Original License Agreement and has the full power and authority to assign the same.

(b) The Original License Agreement is in full force and effect and has not been modified, amended, or terminated.

(c) Assignor has not previously assigned, transferred, or encumbered its rights in the Original License Agreement.

(d) Assignor is not aware of any claims, litigation, or proceedings, actual or threatened, that would adversely affect the Original License Agreement or the rights hereby assigned to Assignee.

INDEMNIFICATION

Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of Assignor's representations and warranties contained in this Agreement or any actions or omissions of Assignor prior to the Effective Date of this Agreement related to the Original License Agreement.

Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of Assignee's obligations under the Original License Agreement or this Agreement from and after the Effective Date of this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{country}}.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of {{city}}, {{country}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

AMENDMENTS

No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by reputable overnight courier to the addresses set forth above, or to such other addresses as either party may designate by notice to the other.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Assignment of License as of the date first written above.

ASSIGNOR:

_____________________________

By: {{assignor_authorized_signatory_name}}

Title: {{assignor_signatory_title}}

ASSIGNEE:

_____________________________

By: {{assignee_authorized_signatory_name}}

Title: {{assignee_signatory_title}}

Witnesses:

1. _____________________________

Name: {{witness_1_name}}

Address: {{witness_1_address}}

2. _____________________________

Name: {{witness_2_name}}

Address: {{witness_2_address}}