Alaska Assignment of Contract

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                             This agreement is used by individuals or entities located in Alaska wishing to assign all their
                             rights and obligations under an existing contract to a new individual or entity. An
                             assignment of a contract is permissible if it is not prohibited under the original contract or if
                             permission is granted by the non-transferring party. This document can be used by a party
                             who wants to transfer their rights and obligations under an existing contract to a new party.
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                                ASSIGNMENT OF CONTRACT

THIS ASSIGNMENT OF CONTRACT (the “Agreement”) is made this ____ [Day] of ____
[Month], 20____, by and between ___________________ [Instruction: Insert the name of
the Assignor, the person or entity assigning the contract] (hereinafter “Assignor”), having
his/her/its principal office at __________________________________ [Instruction: Insert the
Address of the Assignor], and ___________________ [Instruction: Insert the name of the
Assignee, the person or entity who is being assigned the contract] (hereinafter “Assignee”),
having his/her/its principal office at __________________________________ [Instruction:
Insert the Address of the Assignee], in consideration of the mutual covenants herein contained
and other good and valuable consideration, the sufficiency of which is hereby acknowledged.

WHEREAS, Assignor entered into a Contract dated the ____ [Day] of ____ [Month], 20____,
with _________________________ [Instruction: Insert the name of the person or entity with
whom Assignor executed the contract that is being assigned], (hereinafter “Company”), such
contract being identified as _______________________ [Instruction: Insert the name of the
Contract], (hereinafter the “Contract”); a copy of the Contract is attached as Exhibit A.

WHEREAS, Assignor wishes to assign all of his/her/its rights and obligations under the
Contract to Assignee and Assignee wishes to accept all of Assignor’s rights and obligations
under the Contract; and

NOW THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:

1. Assignor and Assignee hereby agree that Assignor shall assign all of his/her/its right, title
   and interest, and delegate all his/her/its obligations, responsibilities and duties, in and to the
   Contract, to Assignee, and that such assignment shall be effective as of the ____ [Day] of
   ____ [Month], 20____ (hereinafter the “Effective Date”).

2. Assignor hereby [waives [or] assigns and transfers] [Choose one of the foregoing] any and
   all rights it may have against Company, effective as of the Effective Date set forth in this
   Agreement.

3. Company recognizes Assignee as Assignor’s successor in interest in and to the Contract.
   Assignee, by this Agreement, becomes entitled to all rights (including payment), titles, and
   interests, and assumes all duties, obligations, and liabilities, of Assignor in and to the
   Contract as if Assignee were the original party to the Contract. Following the effective date
   of this Agreement, the term ______________ [Instruction: Insert the term as used in the
   original contract to designate the assignor] as used in the Contract, shall refer to Assignee.
   [Comment: you can keep or remove this clause depending on the language of the
   assignment clause in the contract between Assignor and Company].

4. Notwithstanding the foregoing, Assignor agrees to defend and indemnify Company from any
   and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable
   attorneys’ fees and other costs of defense and damages, resulting from Assignor’s



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   performance prior to the assignment of the Contract and resulting from Assignee’s
   performance after the assignment of the Contract, provided however, that after the
   assignment of the Contract, Company shall first look to Assignee to satisfy all claims,
   actions, judgments, liabilities, proceedings and costs, including reasonable attorneys’ fees
   and other costs of defense and damages resulting from Assignee’s performance.

5. Assignee agrees to indemnify Company from any and all claims, actions, judgments,
   liabilities, proceedings and costs, including reasonable attorneys’ fees and other costs of
   defense and damages, resulting from Assignee’s performance after the assignment of the
   Contract.

6. 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.

7. If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable,
   the validity, legality and enforceability of the remaining provisions of this Agreement shall
   not be affected and same shall remain in effect.

8. This Agreement shall, for all purposes, be governed by and interpreted in accordance with
   the Contract between Assignor and Company.

9. This agreement shall not be deemed valid until it has been approved by Company [Optional]
   [Comment: you can keep or remove this clause depending on the language of the
   assignment clause in the contract between Assignor and Company].

IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above
written by their duly authorized representatives.

For: Assignor                                        For: Assignee


Signed:_________________________________             Signed:_______________________________
Name:                                                Name:
Title:                                               Title:
Date:                                                Date:



For: Company

Signed:_________________________________
Name:
Title:
Date:




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                                            EXHIBIT A

                                    ORIGINAL CONTRACT




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Description: This agreement is used by individuals or entities located in Alaska wishing to assign all their rights and obligations under an existing contract to a new individual or entity. An assignment of a contract is permissible if it is not prohibited under the original contract or if permission is granted by the non-transferring party. This document can be used by a party who wants to transfer their rights and obligations under an existing contract to a new party.
This document is also part of a package Essential Alaska Legal Documents 174 Documents Included