Assignment of License

{{company_name}}

{{company_address}}

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

Assignment of License

Assignment of License

1. PARTIES

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

Assignor:

Name: {{assignor_company_name}}

Address: {{assignor_company_address}}

Registration Number: {{assignor_registration_number}}

Represented by: {{assignor_representative_name}}, {{assignor_representative_title}}

(hereinafter referred to as "Assignor")

AND

Assignee:

Name: {{assignee_company_name}}

Address: {{assignee_company_address}}

Registration Number: {{assignee_registration_number}}

Represented by: {{assignee_representative_name}}, {{assignee_representative_title}}

(hereinafter referred to as "Assignee")

2. DEFINITIONS

In this Agreement, the following terms shall have the meanings ascribed to them below:

"License": Refers to the license agreement dated {{original_license_date}} between {{original_licensor_name}} and the Assignor, granting the Assignor certain rights as described in Schedule A.

"Effective Date": Refers to the date on which this Assignment comes into full force and effect, being {{effective_date}}.

"Territory": Refers to the geographical area specified in the original License within which the rights are exercised.

3. 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 and to the License, effective from the Effective Date.

The Assignee hereby accepts the assignment of the License and assumes all of the Assignor's obligations, duties, and liabilities thereunder, effective from the Effective Date.

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

The Assignor represents and warrants to the Assignee that:

a. The Assignor is the sole and exclusive owner of all rights, title, and interest in the License and has the full power and authority to assign the License.

b. The License is valid, in full force and effect, and has not been modified, suspended, or revoked.

c. The Assignor has not previously assigned, transferred, or encumbered its rights in the License to any third party.

d. There are no outstanding or threatened claims, litigation, or proceedings concerning the License.

e. The Assignor has complied with all its obligations under the License up to the Effective Date.

5. INDEMNIFICATION

The Assignor shall indemnify, defend, and hold harmless the Assignee from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any breach of the Assignor's representations, warranties, or covenants under this Agreement or the License prior to the Effective Date.

The Assignee shall indemnify, defend, and hold harmless the Assignor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any breach of the Assignee's obligations or covenants under this Agreement or the License from and after the Effective Date.

6. GOVERNING LAW AND JURISDICTION

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

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 arbitration under the rules of the {{arbitration_body}} in {{arbitration_city}}, {{country_name}}.

7. 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 and understandings, whether written or oral, relating to such subject matter.

8. 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 a reputable overnight courier service, or sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth above, or to such other address as either party may designate by notice to the other party.

9. COUNTERPARTS

This Agreement 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.

SCHEDULE A: DESCRIPTION OF LICENSE

{{detailed_description_of_license_agreement_including_parties_date_scope_and_any_specific_terms}}

SIGNATURES

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

ASSIGNOR:

_____________________________

By: {{assignor_representative_name}}

Title: {{assignor_representative_title}}

Date: {{assignor_signature_date}}

ASSIGNEE:

_____________________________

By: {{assignee_representative_name}}

Title: {{assignee_representative_title}}

Date: {{assignee_signature_date}}

WITNESSES:

Witness 1 Signature: _____________________________

Print Name: {{witness_1_name}}

Address: {{witness_1_address}}

Witness 2 Signature: _____________________________

Print Name: {{witness_2_name}}

Address: {{witness_2_address}}