Pennsylvania Assignment of Contract

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									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




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                                                                                                  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
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