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How to Draft an Assignment of Contract
Last Updated: January 23, 2022
This article was co-authored by Clinton M. Sandvick, JD, PhD . Clinton M. Sandvick worked as a civil litigator in California for over 7 years. He received his JD from the University of Wisconsin-Madison in 1998 and his PhD in American History from the University of Oregon in 2013. This article has been viewed 5,316 times.
A contract is an agreement between at least two parties—A and B. However, one party might want to transfer the contract to someone else. For example, B might want to assign its rights and obligations to C. Sometimes, a contract prohibits assignment, in which case B can’t assign the contract to anyone. In other contracts, the other party to the original contract (here Party A) must also agree to the assignment from B to C. If the contract allows assignment, then an assignment can take place once a proper assignment agreement has been created.
Starting the Assignment Agreement
- If you are printing the agreement on letterhead, make sure to leave enough room at the top.
- Sample language could read, “This Assignment (‘Assignment’), dated as of [insert date] (‘Effective Date’), is made between [insert your name] (‘Assignor’) and [insert the name of the assignee] (‘Assignee’).”  X Research source
- Sample recitals could read, “Whereas, Assignor entered into the following Contract with [the name of the party you contracted with, called the ‘obligor’] on [insert date of the contract] (‘Contract’); and whereas Assignor wishes to assign all of its rights and obligations under the Contract to Assignee. Now, therefore, Assignor and Assignee agree as follows.”
Granting the Assignment
- A sample grant could read: “Assignor and Assignee hereby agree that the Assignor shall assign all its title, right, and interest, and delegate all its obligations, responsibilities, and duties, in and to the Contract to Assignee.”
- “Assignee hereby accepts the assignment of all of Assignor’s obligations, responsibilities, and duties under the Contract and all of Assignor’s right, title, and interest in and to the Contract.”
- A sample modification provision could read: “This Agreement may only be modified if the modification is made in writing and executed by both Assignor and Assignee. No verbal agreement is allowed.”
- The assignor could agree to indemnify the obligor: “Assignor agrees to defend and indemnify [insert name of the obligor] from any and all claims, judgments, actions, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignor’s performance prior to the assignment of the Contract and resulting from Assignee’s performance after the assignment of the Contract. However, after the assignment of the Contract, [insert name of the obligor] shall first look to Assignee to satisfy all claims, actions, judgments, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages resulting from Assignee’s performance.”
- The assignee should also agree to indemnify the obligor: “Assignee agrees to indemnify the [insert name of obligor] from any and all claims, judgments, actions, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignee’s performance after the assignment of the Contract.”
Finalizing the Agreement
- You could write, “This Assignment shall be construed and interpreted, and the rights of the parties determined by, the laws of the State of Maine (without regard to the conflicts of law principles thereof or any other jurisdiction).”  X Research source
- A sample clause could read, “If any part of this Agreement is declared invalid or unenforceable, the remainder of the Agreement shall continue to be valid and enforceable.”  X Research source
- Just above the signature line, insert: “In witness whereof, the parties have caused this Assignment to be duly executed as of the date first written above.”  X Research source
- If you don’t have an attorney, then you should contact your local or state bar association and ask for a referral.
- When scheduling the consultation, ask how much the attorney charges.
You might also like.
- ↑ http://contracts.onecle.com/annies/baking-assignment-2014-03-20.shtml
- ↑ http://www.contractstandards.com/clauses/severability
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Assignment Agreement Forms (12) | Samples
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Updated June 22, 2023
An assignment agreement transfers ownership interest from an assignor (giving party) to an assignee (receiving party). The interest usually consists of a benefit with any included liabilities. If any payment is required, it should be mentioned in the assignment.
By Type (12)
Real Estate Purchase Contract
Table of Contents
- Assignment Agreements: By Type (12)
Step 1 – Make a Deal
Step 2 – verify ownership, step 3 – write the agreement, step 4 – take control.
- Sample : Assignment Agreement
How to Write
How to assign (4 steps).
The assignor (seller) and the assignee (buyer) should get together to make a verbal agreement or write a letter of intent. This allows the assignee to conduct their due diligence and ensure the property is what the assignor claims to be.
In most real estate contracts, for example, a notary public is not required to sign an agreement. Therefore, it’s best to verify with the other party, the landlord or seller, that the contract is valid.
Write the assignment agreement including the property details and sales price. Include any other agreed-upon terms and conditions.
No matter the type of property (real, personal, etc.) after an agreement is signed, the property should be delivered to the assignee’s possession.
Sample Assignment Agreement
Download: PDF , MS Word , OpenDocument
I. THE PARTIES. This Assignment Agreement (“Agreement”) is made on [DATE] , (“Effective Date”) by and between:
Assignor: [ASSIGNOR’S NAME] , (“Assignor”) with a mailing address of [ASSIGNOR’S MAILING ADDRESS] ,
Assignee: [ASSIGNEE’S NAME] , (“Assignee”) with a mailing address of [ASSIGNEE’S MAILING ADDRESS] .
The above-referenced Assignor and Assignee may each be referred to as a “Party” and collectively referred to herein as the “Parties.”
II. THE ASSIGNMENT. The Parties agree that under this Agreement, the Assignor shall assign, convey, and transfer all their interest in the following to the Assignee: [DESCRIBE WHAT IS BEING ASSIGNED]
Hereinafter known as the “Assignment.”
III. TRANSFER. The Parties agree that the Assignor is transferring the Assignment for the following:
☐ – Fixed Payment of $ [PAYMENT AMOUNT] (“Payment Amount”). The Assignment is to be transferred in exchange for the Assignee paying the Assignor the Payment Amount within [ # ] days of the Effective Date.
☐ – No Payment. The Assignor is transferring the Assignment to the Assignee for no payment or compensation. The Assignee’s consideration shall be recognized as the undertaking of any liabilities or obligations in the Assignment.
☐ – Gift. The Assignor is granting the Assignment as a gift to the Assignee.
☐ – Other. [ DESCRIBE ]
IV. LIABILITIES. The Assignor hereby claims and warranties to hold the interest described in the Assignment and that the: (check one)
☐ – Assignment is Free of Liens, Claims, or Encumbrances. The Assignor is transferring an interest in the Assignment and warranties it to be free of liens, claims, or encumbrances of any kind.
☐ – Assignment is Holds the following Liens, Claims, or Encumbrances: [DESCRIBE]
V. 3RD PARTY APPROVAL. For this Agreement to be in effect: (check one)
☐ – It is REQUIRED for [3RD PARTY’S NAME] (“3rd Party”) to approve this Agreement within [#] days of the Effective Date. If the 3rd Party does not approve this Agreement or fails to sign, this Agreement shall be considered void.
☐ – It is NOT REQUIRED a 3rd Party to approve this Agreement. Upon the execution by both Parties, this Agreement shall be in full force and effect.
VI. ASSUMPTION. The Assignee acknowledges and agrees to assume the transfer and ownership of all liabilities, obligations, and claims that currently exist or may in the future regarding the Assignment. As of the Effective Date, the Assignee agrees to comply with all terms, make all payments, and perform all the conditions, covenants, and any other duties as part of the Assignment.
VII. PARTIES’ REPRESENTATIONS. The Assignee acknowledges that they have a full understanding of the Assignment and the terms of this Agreement. The Assignor further warrants that they own the rights transferred in the Assignment and understand the terms of this Agreement. Both Parties agree to provide and complete any obligations under this Agreement or the Assignment.
VIII. SEVERABILITY. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
IX. GOVERNING LAW. This Agreement shall be governed under the laws located in the State of [ STATE OF GOVERNING LAW ].
X. WAIVER. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XI. ADDITIONAL TERMS. [ADDITIONAL TERMS]
XII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties.
Assignor Signature: ____________________________ Date: ______________
Assignee Signature: ____________________________ Date: ______________
3rd Party Signature (if any): ____________________ Date: ______________
Section I. The Parties
(1) Effective Date Of Assignment. The date when this agreement becomes active must be established. Deliver the calendar date when its effect first obligates the signature Parties to its conditions and terms.
(2) Name Of Assignor. The full name of the Party who intends to release his or her interest or claim must be presented. This Party whether it is an Individual or Business Entity will be known as the Assignor of the claim, interest, and/or property this paperwork discusses.
(3) Mailing Address Of Assignor. Produce a record of the address needed to contact the Assignor by mail. This should be a regularly monitored address that can be considered reliable.
(4) Assignee Name. The Party that wishes to assume the same right to claim or the same interest that the Assignor enjoys with the discussed property and will gain such interest through this paperwork is the Assignee and should be identified by name.
(5) Assignee Mailing Address. The address required to reach the Assignee by mail so that he or she may receive notices and other correspondence required by this agreement should be presented.
Section II. The Assignment
(6) Details Of Assignment. The assignment being released from the Assignor and being designated to the Assignee must be described. This agreement is versatile allowing nearly any type of assignment of property, a claim on property, a share of the property, or any other interest that may be transferred from one Entity to another however, the type of assignment and the level of interest that will be granted or made available to the Assignee must be documented.
Section III. Transfer
(7) Fixed Payment. The Assignor’s designation or release of property or interest may be contingent upon the receipt of a predetermined payment amount. If so, then this must be declared. Include this condition by marking the first checkbox statement then documenting the amount that the Assignee must pay to the Assignor. Once done, define the maximum number of days from the effective date when this payment must be received.
(8) No Payment. If the Assignor will release interest or property without payment from the Assignee then select the second checkbox option in Section III.
(9) Gift . If the assignment being made is considered a gift of the Assignor to the Assignee then select the third checkbox statement.
(10) Other . There are quite a few other conditions or requirements that can be imposed on the Assignee as well as other reasons for this assignment. If none of the three previous statements are adequate descriptions of such reasons or obligations then select the “Other” checkbox and furnish this information to the space available.
Section IV. Liabilities
(11) Assignment Is Free Of Liens. If the assignment this agreement shall enable will not include an obligation to pay a debt or satisfy an encumbrance then the first statement made in Section IV should be selected by marking the available checkbox.
(12) Assignment Not Free Of Liens. If the concerned assignment has a lien, encumbrance, or debt imposed upon it or there is a claim that must be paid for this assignment to be completed and the Assignee will assume some or all of these obligations with the assignment then select the second checkbox and provide a detailed description of such claims and/or encumbrances.
Section V. 3rd Party Approval
(13) Required Approval. A Third Party (such as a Financial Institution) may need to approve this assignment for it to proceed accordingly. If this is the case, then the “It Is Required” statement should be selected. This status statement must be satisfied with the name of the Third Party whose approval must be obtained and the number of days after the effective date allotted to gain such approval.
(14) No Approval Needed. The second statement in Section V will free both the Assignee and Assignor from seeking a Third Party’s approval to this agreement’s execution. If no approval is required other than the authorizing signature of the Assignor and Assignee then select the second statement.
Section IX. Governing Law
(15) State. The State laws that will be applied to this paperwork must be established. Identify the State whose courts shall enforce this document.
Section XI. Additional Terms
(16) Additional Terms. If there are additional requirements or circumstances that relate to this agreement and obligate or restrict either Party, then discuss them in Section XI.
Section XII Entire Agreement
(17) Assignor Signature. The Assignor who is making this assignment must sign this paperwork once it has been completed with the information it requests.
(18) Assignor Signature Date .
(19) Assignee Signature. The Assignee should review all the definitions supplied to this agreement. If he or she will accept the responsibilities and conditions in this document then the Assignee must provide his or her signature.
(20) Assignee Signature Date.
(21) Third Party Signature. If it has been indicated that a Third Party must approve this assignment by signature then the third signature area must be completed by this Party. If this is a Business then a Signature Representative that has been appointed by the Approving Entity must deliver his or her signature on behalf of the concerned Third Party.
(22) Signature Date Of Third Party.
Assignment and assumption agreement — How to guide
updated September 1, 2023 · 5min read
After a contract has been signed, a change in business climate or in a party’s liquidity can necessitate an assignment of that agreement. If both of the original parties agree to the change and sign documents transferring existing interests and obligations, an agreement can be assigned and assumed by a third party.
A company can lose its footing in the marketplace, or local laws can leave one party unable to complete its obligations under an agreement. Rather than leave parties shackled to a dated or impractical agreement, an assignment allows for the substitution of parties better able to respond to a contract’s goals and requirements. The assignment process itself allows for continuing dialogue between the parties, a fact that develops and solidifies successful business relationships.
This package contains everything you’ll need to assign your agreement and have it assumed by a third party. A written assignment minimizes confusion, misunderstanding, and error, and sets forth all of the parties’ expectations and fulfillment obligations. In every way, this promotes successful and profitable business arrangements and allows a company to extract itself gracefully from an unfeasible situation.
2. Dos & don’ts checklist
- Read the original agreement to make sure that you and the other party have complied with all of its requirements for assignments and assumptions. Some contracts have specific rules about what types of assignments will be permitted, to whom, and how the process should work.
- Allow each party to spend some time reviewing both the original agreement and the assignment. This will reduce the likelihood, or at least the efficacy, of a claim that a party did not understand any terms or how those might affect the agreement or their rights and responsibilities.
- Both parties should review the assignment carefully to ensure that all relevant deal points have been included. It is better to be over-inclusive than under-inclusive. Do not assume that certain expectations or terms are agreed to if they are not stated expressly in the document.
- The terms of the original agreement are still in effect, so make sure both original parties continue to perform their obligations under that contract until the assignment is completed and signed.
- Sign three copies of the assignment, one for you and one for each of the other parties.
- Keep your copy of the signed assignment with the original agreement it modified. Once the assignment is drafted and signed, it is part of the original agreement and should be treated accordingly.
- Depending on the nature of its terms, you may decide to have your assignment witnessed or notarized. This will limit later challenges to the validity of a party’s signature.
- If your assignment is complicated, do not use the enclosed form. Contact an attorney to help you draft a document that will meet your specific needs.
3. Assignment and assumption agreement instructions
The following provision-by-provision instructions will help you understand the terms of your assignment and assumption agreement. The numbers below (e.g., Section 1, Section 2, etc.) correspond to the provisions in the contract. Please review the document in its entirety before starting the step-by-step process.
- Introduction. Identifies the document as the assignment and assumption of an existing agreement. Write in the date on which the original agreement was signed. Identify the parties and the date of the amendment. The Assignor must be the same as one of the parties who signed the original agreement (unless the new signer is an agent of that same company).
- Recitals. Identifies the existing agreement that’s being modified and explains where the parties’ right to assign the document comes from. Put in the effective date of the original agreement and the section number of that agreement that allows you to assign it. The title of this section is usually “Assignments” or “Modifications.”
- Section 1: Assignment. The party that is assigning its interest indicates here that this is its desire.
- Section 2: Assumption. The party that is accepting the assignment indicates here that it is willing to take on (“assume”) those rights and responsibilities.
- Section 3: Company’s consent and release. The consent of the other original party to the assignment and assumption.
- Section 4: Inconsistency. Indicates that if there is a conflict between assignment language and the language of the original agreement, the assignment language will be the final word on the question.
- Section 5: Agreement continuance. This serves as an “affirmation” of the original agreement. In other words, the only things that change in the original agreement are the parties that have assigned their interest. All of the other terms of the original agreement remain effective.
- Section 6: Indemnification. This provision allocates responsibilities among all of the parties. Essentially, it says that the Assignor is responsible for things that happened before the assignment’s effective date, and the Assignee is responsible for things that happened after the assignment’s effective date.
- Section 7: No release. An explanation that even if one party is assigning its interest, the other party to the original agreement can still hold that party liable for its actions before the assignment.
- Section 8: Modification. Indicates that any changes to the document will be in writing and signed by all of the parties.
- Section 9: Authority. A promise that the parties signing the agreement have the right and power to do so.
- Section 10: Governing law. Your original agreement probably includes a choice-of-law provision that governs what laws will be used to interpret it. If it does not, this section allows the parties to choose those laws. Note that this is not a venue provision: the included language will not impact where a potential claim can be brought.
- Section 11: Counterparts/electronic signatures. The title of this provision sounds complicated, but it is simple to explain. It says that even if the parties sign the assignment in different locations, or use electronic devices to transmit signatures (e.g., fax machines or computers), all of the separate pieces will be considered part of the same agreement. In a modern world where signing parties are often not in the same city - much less the same room - this provision ensures that business can be transacted efficiently, without sacrificing the validity of the agreement as a whole.
- Section 12: Severability. Protects the terms of the agreement as a whole, even if one part is later invalidated.
- Section 13: Entire agreement. The parties’ agreement that the assignment they’re signing (when taken together with the original agreement) is “the agreement” about the issues involved. Unfortunately, the inclusion of this provision will not prevent a party from arguing that other enforceable promises exist, but it will provide you some protection from these claims.
- Section 14: Headings. Notes that the headings at the beginning of each section are meant to organize the document, and should not be considered operational parts of the agreement.
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15+ Assignment Agreement Templates
Assignment agreements are to be made when one party assigns or gives its contractual rights to another. It means that by contract, the benefits that the assigning party used to get will now be enjoyed by the other party as well. It refers to the situation when the assignee hands over the agreements of a contract, the duties, rights, responsibilities to another part. The entire procedure is legal, open and not very simple. Therefore, the format, decorum of the process has to be maintained.
Table of Content
Agreement template bundle, 5 steps to drafting an assignment agreement, 1. basic assignment agreement template, 2. copyright assignment agreement template, 3. simple assignment agreement template, 4. trade assignment agreement template, 5. content assignment agreement template, 6. locker assignment agreement template, 7. sample assignment agreement template, 8. formal assignment agreement template, 9. standard assignment agreement template, 10. certificate of deposit assignment agreement, 11. assignment of lease agreement, 12. software assignment agreement template, 13. conditional assignment agreement template, 14. professional assignment agreement template, 15. patent assignment agreement template, 16. assignment agreement template in pdf.
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Step 2: accuracy of details, step 3: governing laws, step 4: authorization, step 5: the clauses.
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Contract Assignment Agreement
Select the name of the state whose law will govern the interpretation of this contract and will be the location of any future disputes related to this contract. This is usually the state where at least one of the Parties resides or does business related to the contract. If this Agreement involves the transfer of land, this would be the state where the land is located.
CONTRACT ASSIGNMENT AGREEMENT
State of Alabama
This Assigment Agreement (the "Agreement) is entered into by and between ________ (the "Assignor"), having their principal address located at ________ , and ________ (the "Assignee"), having their principal address located at ________ , both of whom agree to be bound by this Agreement, in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnesseth:
WHEREAS , Assignor entered into a Contract, included as an attachment to this Agreement, with ________ (the "Obligor"), referred to hereinafter as "Contract with ________ ";
WHEREAS , the Contract with ________ has an original expiration date of ________ as may be extended as permitted therein;
WHEREAS , Assignor wishes to assign all of their rights and obligations under the Contract with ________ to Assignee; and
WHEREAS , the necessary verbal consent was obtained from the Obligor on ________ ;
NOW THEREFORE , Assignor and Assignee agree to the following:
I. Assignor and Assignee hereby agree that the Assignor shall assign all their rights, titles, and interests, and delegate all of their obligations, responsibilities, and duties, in ad to the Contract with ________ , to Assignee.
II. Assignee hereby accepts the assignment of all of Assignors obligations, responsibilities, and duties under the Contract and all of Assignors rights, titles, and interests in and to the Contract with ________ .
III. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the Obligor 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 Assignors performance prior to the assignment of the contract and resulting from Assignees performance after the assignment of the Contract with ________ , provided, however, that after the assignment of the Contract with ________ , the State shall first look to Assignee to satisfy all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorneys fees and ot her costs of defense and damages resulting from Assignee's performance.
IV. Assignee agrees to indemnify the Obligor 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 Assignee's performance after the assignment of the Contract with ________ .
V. No modification of this Agreement shall be valid unless in writing and agreed upon by all relevant Parties.
VI. 52 252 28222 522 252888822 22 2588 825222222 88 5285 22 8285885, 8882258, 25 5222225825882 225 522 525822, 2522 252 2552828 52522 2552 8585 252888822 85588 82 522225 22 82 825582 525 252 522582525 22 252 825222222 85588 82 22225825 58 82 252 825582 252888822 8252 22825 82885525 82 252 825222222.
VII. This Agreement is governed by the laws of the State of Alabama and both Parties expressly consent to jurisdiction in such courts.
IN WITNESS WHEREOF, the Parties execute the Agreement as follows:
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Assignment or no-assignment of contracts?
Many contracts will provide for a prohibition to assign the rights and obligations under the agreement – so-called assignment clauses . Normally, each party should be able to negotiate that the approval of the other party to an assignment will not be unreasonably withheld or delayed:
Assignment. No Party shall assign its rights or obligations under this Agreement in whole or in part, without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed.
Carve-outs allowing assignment . In many cases, the parties would like to make an extra carve-out for intra-group restructurings of activities or the performance under the contract by an affiliate, whether for tax or other geographical reasons. This would be the typical example for the applicability of shall not be unreasonably withheld .
However, contracting parties may seek more certainty. Uncertainty becomes particularly problematic when a party prepares a divestment of the business. Obviously, when the new investor in such business is a competitor of the customer, the latter’s refusal to unconditionally approve assignment is reasonable. In other cases, the parties want to be free to assign the agreement (i.e. the rights and related obligations) as part of a sale of the entire business to which such agreement relates. The uncertainty may be covered by a specific exception:
…, except that Seller may assign its rights and obligations under this Agreement in connection with a sale of all or a substantial part of its business to which such rights and obligations pertain.
The more complete version will also require a re-assignment in case of divestment of the Affiliated Company and have an additional provision:
Seller shall procure that an assignee Affiliate assigns back the assigned rights and obligations, immediately prior to such assignee ceasing to be an Affiliate of it.
Personal nature of the contract . The exception and related assign-back provision can, of course, accommodate both parties. Note, however, that there is a greater logic that a purchaser does not want to source from its competitors or from suppliers with a questionable background (e.g. suppliers obtaining products manufactured by children or in an environment-polluting way) than vice versa. Child labour or pollution of the environment are matters that a company would typically want to control upwards the product chain and not down. For a discussion of the wording shall not be unreasonably withheld, conditioned or delayed , click here .
Assignment and transaction financing (pledge) . In case of private equity and other leveraged transactions, the purchaser may need to be able to assign its rights (and obligations) freely under the share purchase agreement, in order to be able to obtain financing more easily. In such case, the seller would keep some control over the financing parts of the transaction by a restrictive assignment clause.
The caveat that assignment shall not unreasonably be withheld or conditioned will give the seller at least the opportunity to review the financing obligations and analyse the potential consequences of an assignment of the rights (and obligations) under the share purchase agreement to the banks and other lenders involved. A relaxed assignment clause facilitating the purchaser would be as follows:
Assignment. No Party may assign or transfer any of its rights or obligations under this Agreement without the prior written approval of the other Party, except that: (a) each Party may assign any of its rights under this Agreement to its Affiliates; and (b) Purchaser may assign any of its rights under this Agreement to any of its lenders or to any person acquiring all or substantially all of the rights or assets of Target after the Completion Date, provided, however, that no such assignment shall relieve an assigning Party of its obligations under this Agreement. For the avoidance of doubt, Purchaser may grant security interests in its rights under this Agreement to its lenders.
Note that an assignment clause does not relieve the parties to an assignment from fulfilling the requirements of the applicable law to such assigned rights and obligations. In order to give an assignment of rights its full effect (i.e. enforceability against the debtor and an obligation on the debtor to perform vis-à-vis the assignee only) most jurisdictions require a (written) assignment notice to the debtor.
Contract law and assignment of obligations . An assignment of obligations would usually be subject to the consent of the debtor although under English law a distinction is drawn between novation and the assignment of a contract; whereby the latter does not require consent although will only be effective so as to assign the ‘benefit’ and not the ‘burden’ of the contract.
See CFR Section III.5.1 (Art. III. – 5:104 ff.) and compare the U.N. Convention on the Assignment of Receivables in International Trade (12 December 2004).
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- Basic Contract Drafting Assignments:...
Basic Contract Drafting Assignments: A Narrative Approach
Divided into four interest-catching sequences, this concise paperback takes a narrative approach, and gives students the opportunity to learn by doing:
- The first assignment in each sequence introduces the clients, their businesses, and their needs.
- In the second and third assignments those clients evolve and grow, and their business needs change .
- Each sequence features assignments of varying lengths and types , including gathering information, interviewing the client, outlining the issues that need to be considered from both sides of the table, and drafting the necessary memos, letters, and final contract.
- How to conceptualize in writing the parties rights, duties, risks, and protections.
- How to organize a contract on both the macro and the micro levels.
- How to draft for clarity and enforceability.
- How to express boilerplate terms.
Additional resources for students and instructors include:
- What Deal Lawyers Say to Each Other: A Dictionary of Contract Negotiation and Drafting Slang
- Ten Tips for Interviewing a Client about a Transaction
- Decoding the Comments on Student Contracts: Some Samples with Illustrations
Basic Contract Drafting Assignments will augment and enhance any book you are currently using by providing a wealth exercises that will help students learn real-world drafting techniques and skills.
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Jump to section, need help with an assignment agreement.
An assignment agreement is a contract that authorizes a person to transfer their rights, obligations, or interests in a contract or property to another person. It serves as a means for the assignor to delegate duties and advantages to a third party while the assignee assumes those privileges and obligations. This blog post will discuss assignment agreement, its purpose, essential elements, and implementation practices.
Key Functions of an Assignment Agreement
Below are some key functions of an assignment agreement.
- Facilitating Clear Transfer of Rights and Obligations: Assignment agreement plays a vital role in diverse industries and business transactions by facilitating a transparent transfer of rights and obligations between parties. These agreements encompass intellectual property rights, contractual duties, asset ownership, and other legal entitlements. By clearly defining the assignment's scope and nature, both parties can ensure a smooth transition without any uncertainties.
- Ensuring Protection of Interest: Another important objective of the assignment agreement is safeguarding the assignor and assignee's interests. These agreements provide a legal framework that protects the assignee's rights while relieving the assignor of responsibilities and liabilities associated with the assigned asset or contract. This protection ensures that neither party faces unexpected consequences or disputes during or after the assignment.
- Outlining Consensus on Terms and Conditions : Assignments often involve intricate terms and conditions, necessitating mutual understanding between the assignor and assignee. Assignment agreement serves as binding documents that outline the assignment's terms and conditions, including payment terms, timelines, performance expectations, and specific requirements. By reaching a consensus on these details, both parties can minimize potential conflicts and align their expectations.
- Complying with Legal Laws: Ensuring legal compliance and enforceability is an important objective of the assignment agreement. Also, it is prudent to create these documents according to the relevant rules, regulations, and industry requirements. By adhering to legal guidelines, the assignment agreement becomes a robust legal instrument that provides a solid foundation for potential legal action in case of breaches or disputes.
- Maintaining Confidentiality and Non-Disclosure: Many assignments involve confidential information, proprietary knowledge, or trade secrets that require protection. An objective of the assignment agreement is to establish clear guidelines regarding the confidentiality and non-disclosure of such information. These guidelines define the scope of confidential information, specify restrictions on its use or disclosure, and outline the consequences of any breaches. By ensuring clarity in these aspects, the agreement protects the interests of both parties and fosters a sense of trust .
Best Practices for Crafting an Assignment Agreement
Assignment agreements are vital in different business transactions, transferring rights and obligations from one person to another. Whether it's a merger, acquisition, or contract assignment, implementing an assignment agreement needs thorough consideration and adherence to best practices to ensure a seamless and lawfully sound process. Below are some key practices to follow when implementing an assignment agreement.
- Identifying the Parties Involved: The initial step in implementing an assignment agreement is to identify the parties participating in the assignment agreement. It is vital to accurately define the assignor, who will transfer the rights, and the assignee, who will receive them. The assignment agreement should include precise details of both parties' names and contact information.
- Defining the Scope and Extent of Assignment: It is imperative to define the assignment's scope and extent clearly to prevent potential disputes or ambiguity in the future. It specifies the rights, benefits, and obligations transferred from the assignor to the assignee. In addition, specific details such as intellectual property rights, contractual obligations, and any relevant limitations or conditions should be explicitly outlined.
- Reviewing and Understanding Existing Contracts or Agreements: Assignment agreements often transfer rights and obligations from preexisting contracts or agreements. It is essential to thoroughly review and comprehend these existing contracts to facilitate a seamless transfer. Identifying any provisions restricting or prohibiting assignment is important and should be addressed accordingly. Seeking legal advice is advisable to ensure compliance with contractual obligations.
- Obtaining Consent from Relevant Parties: In some cases, obtaining consent from third parties directly affected by the transfer of rights and obligations may be necessary. Also, it is important to identify these parties and obtain their consent in writing if required. Failure to get permission may lead to legal complications and a potential breach of contract .
- Crafting a Comprehensive Assignment Agreement: Upon collecting all relevant data, it is time to create a comprehensive assignment agreement. This agreement should utilize unambiguous language to define the rights and obligations transferred, specify the effective date of the assignment, and outline any other relevant terms and conditions. Engaging legal professionals specializing in contract law is highly recommended to ensure the agreement's legal validity and enforceability.
- Seeking Legal Advice and Performing Review: It is important to seek legal advice and conduct a thorough review before finalizing the assignment agreement. Experienced attorneys can provide valuable insights, identify potential risks, and ensure compliance with applicable laws and regulations. The legal review helps minimize the likelihood of errors or oversights that could result in future disputes or legal challenges.
- Executing and Recording the Assignment Agreement: Once the assignment agreement has been reviewed and approved, both parties should implement the document by signing it. Also, to enhance its enforceability, it is advisable to have the assignment agreement witnessed or notarized, depending on the jurisdiction's legal requirements. Additionally, maintaining a record of the executed contract is essential for future reference and as evidence of the assignment.
- Communicating the Assignment: Effective communication of the assignment to all relevant parties is important after executing the assignment agreement. Stakeholders, such as employees, clients, suppliers, and contractors, should be notified about the transfer of rights and obligations. It ensures a smooth transition and minimizes potential disruptions or misunderstandings.
- Documenting and Ensuring Compliance: Lastly, it is imperative to maintain proper documentation and ensure ongoing compliance with the assignment agreement's terms. Keeping copies of all relevant documents, including the assignment agreement, consent, and communications related to the assignment, is important. Regularly reviewing and monitoring compliance with the assignment agreement allows for prompt resolution of any issues and helps maintain a transparent and accountable process.
Key Terms for Assignment Agreements
- Assignor: The individual or entity that transfers their rights, responsibilities, or interests to another party using an assignment agreement. And by doing so, the assignor relinquishes any claims and duties associated with the assigned property, contract, or legal entitlements.
- Assignee: The individual or entity that receives the rights, interests, or obligations through an assignment agreement. The assignee assumes the transferred rights and responsibilities, essentially taking on the role of the assignor.
- Obligor: Refers to the party bound by a duty or obligation under a contractual or legal agreement. In an assignment agreement, the obligor is the party whose performance or obligations are assigned to the assignee.
- Assignable Rights: These are the specific rights or interests that can be transferred from the assignor to the assignee via an assignment agreement. These include intellectual property rights, contractual rights, real estate interests, royalties, and other lawful entitlements.
- Consideration: The value or benefit exchanged between the parties in an assignment agreement. Also, consideration is commonly paid in monetary payment, goods, services, or promises. It represents what each party gains or sacrifices as part of the assignment.
- Notice of Assignment: A formal written notification provided by the assignor to the obligor, serving as a communication of the assignment of rights, interests, or obligations to the assignee. This notice establishes the assignee's rights and enables the obligor to fulfill their duties to the correct party.
Final Thoughts on Assignment Agreements
In a nutshell, assignment agreement plays an important role in business transactions, allowing for transferring of rights, duties, and interests between parties. Moreover, by understanding these objectives and addressing them through well-drafted assignment agreement, businesses and individuals can engage in assignments with confidence and clarity. Also, since an assignment agreement includes several legal complexities, it is rational to consult a professional attorney who can guide you through the process.
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Meet some of our Assignment Agreement Lawyers
I am an attorney admitted in NY, with over 6 years of experience drafting, reviewing and negotiating a wide array of contracts and agreements. I have experience in Sports and Entertainment, Real Estate, Healthcare, Estate Planning and with Startup Companies. I am confident I can assist you with all of your legal needs.
Rishma D. Eckert, Esq. is a business law attorney who primarily represents domestic and international companies and entrepreneurs. A native of both Belize and Guyana, she remains engaged with the Caribbean community in South Florida: as a Board Member and General Counsel for the Belize American Chamber of Commerce of Florida, and Member of the Guyanese American Chamber of Commerce. She holds a Bachelor of Laws degree (LL.B.) from the University of Guyana in South America, a Master’s degree in International and Comparative Law (LL.M.) from Stetson University College of Law in Gulfport, Florida, and earned a Juris Doctor degree (J.D.) from St. Thomas University School of Law in Miami, Florida. Licensed to practice in the State of Florida and the Federal Court in the Southern District of Florida, Mrs. Eckert focuses her passion and practice on domestic and international corporate structuring and incorporation, corporate governance, contract negotiation and drafting, and trademark and copyright registrations.
Founder and Managing partner of Emerald Law, PLLC, a business law firm specializing in contract drafting and corporate transactions. Kiel worked as in house counsel for a variety of companies before launching his own firm, and most recently served as the Chief Legal Officer for an international private equity firm.
I work with early stage startups (in Georgia and internationally) with their formation, contract, patent and investment needs.
Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.
Experienced attorney and tax analyst with a history of working in the government and private industry. Skilled in Public Speaking, Contract Law, Corporate Governance, and Contract Negotiation. Strong professional graduate from Penn State Law.
Mark A. Addington focuses his practice primarily on employment litigation, including contractual disputes, restrictive covenants (such as non-competition, non-solicitation, or confidential information restrictions), defense of wage and hour, harassment, retaliatory discharge, disability, age, religion, race, and sex discrimination.
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