This attorney drafted document can be used by tenants wishing to assign all their rights
and obligations under an existing commercial lease (the “Assignor”) to a new individual
or entity not previously part of the original commercial lease (the “Assignee”). The
document contains numerous standard provisions, as well as customizable options,
including whether or not Assignor/Tenant will retain liability in the event Assignee
defaults under the lease terms with Landlord, and options for entity variation among all
involved parties. This lease is best used by attorneys and persons wishing to assign
their commercial tenancy, where such assignment is permitted pursuant to the original
lease with Landlord.
ASSIGNMENT OF COMMERCIAL LEASE
This assignment of lease is made and effective as of _____ [Instruction: Insert date.] (the
“Effective Date”) by and between _____, [Instruction: Insert Assignor’s name.] a _____
[Instruction: Insert whether or not Assignor is an individual, corporation, etc. If an entity,
rather than an individual, state whether or not same is duly registered/formed and in
which jurisdiction.], as Assignor (“Assignor”) and _____ [Instruction: Insert Assignee’s
name.], a ______ [Instruction: Insert whether or not Assignee is an individual, corporation,
etc. If an entity, rather than an individual, state whether or not same is duly
registered/formed and in which jurisdiction.], as Assignee (“Assignee”). Assignor and/or
Assignee may be individually or collectively referred to herein as the “Party” or “Parties,” as the
case may be.
WHEREAS, Assignor is a party to that certain lease dated as of _____ [Instruction: Insert
original lease date.], as Tenant with _____ [Instruction: Insert Landlord’s name.], as
Landlord, a copy of which is annexed hereto as Exhibit A and made a part hereof by reference
(the “Lease”); and
WHEREAS the Lease covers that certain premises known by the municipal address ______
[Instruction: Insert premises address.], and more particularly described as follows
____________________________ [Instruction: Insert brief description of property, in
particular if it is only a portion of a larger building. Also, may include full legal
description of property if desired.] (the “Premises”); and
WHEREAS Assignor covenants that its rights and interests under the Lease are free from all
encumbrances and that he/she has performed all duties and obligations under the terms and
conditions of the Lease; and
WHEREAS each of the Parties hereto represents to the other Party that the individual executing
this document on behalf of such respective party has the full right and authority to execute such
document pursuant to applicable corporate documents and necessary resolutions. Assignee
further represents that all necessary documents and resolutions have authorized the expenditure
of funds necessary to assume the rights and obligations hereunder and of the Lease. Landlord
shall have the right, at any and all times, to request copies of any such documents.
WHEREAS Assignor wishes to assign all of its rights, obligations and interest in and to the
Lease and to the Premises to Assignee, and Assignee wishes to accept this assignment of
Assignee’s rights, obligations and interests in and to the Lease and the Premises, and to assume
all of these rights, obligations and interests under the terms of this assignment and the Lease (the
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WHEREAS Assignor warrants to Assignee that Assignor has the full right and consent, where
necessary, to enter into this Assignment.
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and based upon the mutual covenants, warranties, obligations, rights and interests
contained herein, Assignor hereby assigns, transfers and conveys to Assignee all his rights,
obligations and interests the Lease and the Premises, subject to the terms of this Assignment and
the Lease. Assignee hereby assumes all of Assignor’s rights, obligations and interests in and to
the Lease and the Premises, subject to the terms of this Assignment and the Lease.
This Assignment shall remain in full force and effect from the date noted above for the
remainder of the lease term, subject to all conditions, including payment of rents, all covenants,
conditions and terms of the Lease.
Assignee agrees to pay all payments due after the effective date of this Assignment, and to
assume and perform all duties and obligations under the terms and conditions of the Lease.
Landlord's assent to this Assignment shall not discharge Tenant of its obligations under the
Lease in the event of breach by the Assignee. [Comment: If Landlord will agree to consent
below, this paragraph may be deleted in its entirety.]
It is understood and agreed that the terms and conditions contained herein constitute the entire
agreement between the parties hereto and there are no covenants, representations, warranties or
agreements whether express or implied except as expressly set out herein.
This agreement shall inure to be benefit of and be binding on the parties hereto, their heirs,
successors and assigns.
This document or any subsequent amendment thereto may be executed by facsimile and/or in
one or more counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which taken together shall constitute but one and the same original. Each
party shall accept any such signed faxed counterpart as full execution of this document or any
subsequent amendment thereto.
This Assignment shall be governed, construed and interpreted by, through and under the Laws of
the State of _____ [Instruction: Insert applicable state.]
The pronouns used herein shall include, where appropriate, either gender or both, singular and
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If any provision of this Assignment shall for any reason and to any extent, be invalid or
unenforceable, the remainder of this Assignment and the application of the provision to other
persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the
maximum extent permitted by law.
CONSENT OF LANDLORD
The Landlord hereby consents to the above Assignment and releases Assignor from all
obligations and liabilities arising from the Lease after the effective date of this Assignment.
Landlord Name: ______________________________
Landlord Signature: ______________________________
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