This agreement is used by individuals or entities located in Pennsylvania 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.
Assignment of Contract This Agreement is intended to be used by individuals or entities wishing to assign all their rights and obligations under a Contract to another individual or entity. Docstoc Legal Agreements ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms are not a substitute for the advice of your own attorney. Subject to our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here (http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. 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Entire document © Docstoc, Inc., 2010, 2011 Attorney Drafted ASSIGNMENT OF CONTRACT THIS ASSIGNMENT OF CONTRACT (the “Agreement”) is made this ____ [Month] ____ [Date], 20____, by and between ___________________ [Instruction: Insert the name of the Assignor] hereinafter “Assignor”, having its principal office at, __________________________________ [Instruction: Insert the Address of the Assignor Company], and ___________________ [Instruction: Insert the name of the Assignee] hereinafter “Assignee”, having its principal office at __________________________________ [Instruction: Insert the Address of the Assignee Company], in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnessed: WHEREAS, Assignor entered into a Contract dated ________ [Month] __ [Date], 20__, with _________________________ [Instruction: Insert the name of the Company with whom Assignor executed the contract], (hereinafter “Company”), identified as _______________________ [Instruction: Insert the name of the Contract], hereinafter “Contract”; a copy of the Contract is attached as Exhibit A. WHEREAS, Assignor wishes to assign all of 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 the Assignor shall assign all its right, title, and interest, and delegate all its obligations, responsibilities and duties, in and to the Contract, to Assignee. 2. Assignor hereby [waives –or- assigns and transfers] [Choose one] any and all rights it may have against the Company, effective as of the Effective Date set forth in this agreement. 3. The Company recognizes the Assignee as the Assignor’s successor in interest in and to the Contract. The Assignee by this Agreement becomes entitled to all rights (including payment), titles, and interests, and assumes all duties, obligations, and liabilities, of the Assignor in and to the Contract as if the 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 the 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 the 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 the 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 the 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 shall have been approved by the 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: EXHIBIT A ORIGINAL CONTRACT Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after reading and following them. 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