Assignment of License

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSIGNMENT OF LICENSE

This Assignment of License (the "Assignment") is made and entered into as of this {{day_of_month}} day of {{month}}, {{year}},

BETWEEN:

{{assignor_company_name}}, a company duly incorporated under the laws of {{assignor_jurisdiction}}, with its registered office at {{assignor_address}} (the "Assignor");

AND

{{assignee_company_name}}, a company duly incorporated under the laws of {{assignee_jurisdiction}}, with its registered office at {{assignee_address}} (the "Assignee").

RECITALS

A. The Assignor is party to a License Agreement dated {{original_license_agreement_date}} (the "Original License Agreement") with {{original_licensor_name}}, which grants the Assignor certain rights and licenses pertaining to {{description_of_licensed_property}}.

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

ASSIGNMENT

1.1. Assignment. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby assigns, transfers, and conveys to the Assignee all of its rights, title, and interest in, to, and under the Original License Agreement, including without limitation all rights, privileges, obligations, and duties arising therefrom.

ASSUMPTION

2.1. Assumption. The Assignee hereby accepts the assignment of the Original License Agreement and assumes all of the Assignor's obligations, duties, and liabilities thereunder, effective as of the date of this Assignment.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

3.1. Authority. The Assignor represents and warrants that it has the full right, power, and authority to enter into this Assignment and to assign the Original License Agreement.

3.2. No Encumbrances. The Assignor represents and warrants that its interest in the Original License Agreement is free and clear of all liens, encumbrances, and adverse claims.

INDEMNIFICATION

4.1. Indemnification by Assignor. The Assignor agrees to indemnify and hold harmless the Assignee from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to the Assignor's breach of any of its representations, warranties, or covenants under this Assignment or the Original License Agreement prior to the effective date of this Assignment.

4.2. Indemnification by Assignee. The Assignee agrees to indemnify and hold harmless the Assignor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to the Assignee's breach of any of its representations, warranties, or covenants under this Assignment or the Original License Agreement from and after the effective date of this Assignment.

GOVERNING LAW

5.1. This Assignment shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

ENTIRE AGREEMENT

6.1. This Assignment 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.

COUNTERPARTS

7.1. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES

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

ASSIGNOR:

{{assignor_company_name}}

By: ___________________________

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

ASSIGNEE:

{{assignee_company_name}}

By: ___________________________

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}