Docstoc Legal Agreements
This agreement is used by individuals or entities located in California 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
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
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,