ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

WHEREAS, the Assignor and _______________, a __________ [corporation] [limited liability company] [etc.] (the “Company”) entered into that certain agreement dated as of ____________, 20___ (the “Agreement), a copy of which is attached as Exhibit A hereto and made a part hereof by reference; and

WHEREAS, subject to certain other conditions, including consent of the Company, which consent is provided in this Assignment, and ___________ [other conditions], Section ____________ of the Agreement permits the assignment of the Agreement by the Assignor;

WHEREAS, the Assignor now desires to assign and transfer all of its rights, obligations, and interests in the Agreement to the Assignee pursuant to this Assignment; the Assignee desires to accept the assignment of all of the Assignor’s rights, obligations, and interests in the Agreement; and the Company desires to consent to the assignment to the Assignee and to fully and finally discharge and release the Assignor from all of its rights, obligations, and interests in the Agreement.

NOW THEREFORE, in accordance with Section ____________ of the Agreement, and in consideration of the above recitals and the mutual benefits contained herein, the Parties hereby agree as follows:

The Assignor hereby transfers and assigns all of its right, title, and interest, and delegates all of its obligations, responsibilities, and duties, in and to the Agreement to the Assignee.

For and in consideration of the assignment hereunder, the Assignee hereby assumes all of the Assignor’s right, title, interest, obligations, responsibilities, and duties in and under the Agreement to the same extent as though it had originally been a party thereto. The Assignee agrees to observe, perform, and fulfill the terms and conditions of the Agreement to the same extent as though it had originally been a party thereto

The Company hereby consents to the assignment by the Assignor to the Assignee of the Assignor’s rights, duties, interests and obligations under the Agreement and to the Assignee’s assumption thereof.

The Parties expressly agree that in the event of any conflict between this Assignment and the Agreement, the terms of this Assignment shall govern.

The Agreement shall continue to remain in full force and effect, and the Parties hereby ratify and confirm the terms and conditions thereof.

The Assignee agrees to indemnify the Company from any and all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from the Assignee’s performance under the Agreement after the Effective Date.

Notwithstanding the foregoing, the Assignor agrees to defend and indemnify the Company from any and all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from the Assignor’s performance under the Agreement prior to the Effective Date and resulting from the Assignee’s performance under the Agreement after the Effective Date; provided, however, that with respect to claims, actions, judgments, liabilities, proceedings, and costs resulting from the Assignee’s performance under the Agreement after the Effective Date, the Company shall look first to the Assignee to satisfy such claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages.

The Assignor agrees to indemnify, defend, and hold the Assignee harmless from and against all claims, actions, judgments, liabilities, proceedings, and costs (including, without limitation, reasonable attorney’s fees and other costs of defense and damages) that may after the Effective Date be suffered by or asserted against the Assignee by reason of the Assignor’s failure to have performed, prior to the Effective Date, all of the Assignor’s obligations under the Agreement or by reason of any other claims accruing prior to the Effective Date that may be asserted with respect to the Agreement.

The Assignee agrees to indemnify, defend, and hold the Assignor harmless from and against all claims, actions, judgments, liabilities, proceedings, and costs (including, without limitation, reasonable attorney’s fees and other costs of defense and damages) that may after the Effective Date be suffered by or asserted against the Assignor by reason of the Assignee’s failure to have performed, after the Effective Date, all of the Assignee’s obligations under the Agreement or by reason of any other claims accruing after the Effective Date that may be asserted with respect to the Agreement.

The Company, in executing its consent to this Assignment, does not release the Assignor from any claims or remedies it may have against the Assignor under the Agreement.

This Assignment may be supplemented, amended, or modified only by the mutual agreement of the Parties, which agreement must be in writing and signed by both Parties.

Each Party executing this Assignment on behalf of himself, herself, or a limited liability company, corporation, or other legal entity, represents and warrants that he or she has all requisite right, power, and authority to do so and to bind such Party or entity to each and all of the terms hereof.

Unless otherwise specified in the Agreement, this Assignment is to be construed according to the laws of the state of ____________________.

This Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Assignment, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

Whenever possible, each provision of this Assignment, including the assignment of the Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Assignment will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

This Assignment, together with the Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

Headings used in this Assignment are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the Parties and the Company have executed this Assignment as of the Effective Date.

ASSIGNOR: ASSIGNEE

CONSENT

The Company hereby acknowledges and consents to the above assignment and assumption, and releases Assignor from all obligations and any further liability under the Agreement.

This ________ day of ________, 20___

By: _________________________________