Assignment Agreement

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									Assignment Agreement
This Assignment Agreement can be used when a party to an existing contract wants to
assign all of their rights and obligations under the contract to a new party. In order for
this assignment to be effective and enforceable, the original contract must not prohibit
assignments. In addition, the non-assigning party to the original contract, (the “Obligor”),
can consent to this assignment under this agreement. This agreement is ideal for
individuals or small businesses that want to assign their rights and obligations under an
existing contract to a new party.
                                    ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (hereinafter referred to as the “Assignment”) is made
and entered into as of __________________, [Instructions: Insert the date of this assignment]
by and between ________________________ [Instructions: Insert the name of the party that
is assigning their rights under an existing contract, referred to as the “Assignor”]
(hereinafter referred to as the “Assignor”), of _________________________________
[Instructions: Insert the Assignor’s address] and ________________________ [Instructions:
Insert the name of the party receiving rights under an existing contract, or the “Assignee”]
(hereinafter referred to as the “Assignee”), of _________________________________.
[Instructions: Insert the Assignee’s address]

WHEREAS, Assignor and ____________________ [Instructions: Insert the name of other
party to original contract] (“Obligor”) entered into an agreement with regard to
________________________ [Instructions: Insert General Description of Agreement]
effective as of _________________ [Instructions: Insert the date of the original contract] (the
“Agreement”). A copy of the Agreement is attached hereto as Exhibit “A” and incorporated
herein;

WHEREAS, Assignor desires to assign to Assignee all, of Assignor’s rights, duties and
obligations under the Agreement; and, subject to the terms and conditions of this Assignment,
Assignee desires to accept such assignment;

WHEREAS, the Agreement provides, inter alia, that Obligor must consent to any assignment of
any rights, duties and obligations under the Agreement; and, subject to the terms and conditions
hereof, Obligor desires to consent to such assignment;

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.       Assignment.

       a.      Assignor hereby sells, transfers, assigns, delivers, sets over and conveys to
Assignee all of Assignor’s rights, titles and interests under the Agreement and delegates all of
Assignor’s duties and obligations under the Agreement.

       b.     Assignee hereby accepts the assignment of and assumes all of the remaining
duties and obligations under the Agreement, and all of Assignor’s rights, titles and interests
under the Agreement.

2.      Further Assurances. Upon request by Assignee or Obligor, Assignor shall execute and
deliver such further instruments and take such further actions as may be necessary to evidence
more fully this assignment.




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3.     Consideration. In consideration of Assignor’s assignment hereunder, Assignee shall pay
to Assignee the sum of ___________ Dollars ($_____) [Instruction: Insert Amount], promptly
upon execution hereof.

4.       Representations, Warranties and Indemnity.

        a.      Assignor hereby represents and warrants to Assignee that: (a) the Agreement is in
full force and effect, has not been modified and remains on the terms contained in Exhibit “A”
hereof; (b) Assignor has the full right and authority to transfer Assignor’s rights, duties and
obligations under the Agreement; and (c) the rights, duties and obligations transferred hereunder
are free of any liens, encumbrances or adverse claims.

       b.     Assignor shall indemnify and hold harmless Assignee from and against any
damage or liability, including reasonable attorneys' fees and legal expenses actually incurred and
paid by Assignee for or on account of any charge, claim, suit or proceeding that alleges or is
based upon a breach of the foregoing representations and warranties.

       c.     Assignee shall indemnify and hold harmless Assignor from and against any
damage or liability, including reasonable attorneys' fees and legal expenses actually incurred and
paid by Assignor for or on account of any charge, claim, suit or proceeding that alleges or is
based upon Assignee’s performance or non-performance of the Agreement.

5.       Covenants to Obligor.

        a.    Assignor hereby represents and warrants to Obligor that Assignor has not failed to
disclose to Obligor any information which, if known by Obligor, might provide grounds for
Obligor to reasonably withhold Obligor’s consent to the Assignment of the Agreement to
Assignee.

         b.       Assignee hereby represents and warrants to Obligor that:

             i.       Assignee has read the Agreement and fully understands the rights, duties
and obligations under the Agreement;

            ii.       the Assignment is subject to the terms of the Agreement and does not
modify any rights, duties or obligations under the Agreement;

           iii.       Assignee shall perform all of the terms under the Agreement as though
Assignee were the original signatory of the Agreement; and

            iv.       Assignee has not failed to disclose to Obligor any information which, if
known by Obligor, might provide grounds for Obligor to reasonably withhold Obligor’s consent
to the Assignment of the Agreement to Assignee.

6.       Miscellaneous:




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       a.     This Assignment constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.

       b.       In the event that any provision or part of this Assignment shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.

         c.     Any modification to this Assignment must be in writing and signed by the parties
or it shall have no effect and shall be void.

        d.     This Assignment shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.

       e.      No failure by either party to pursue any remedy resulting from a breach of any
provision of this Assignment by the other party shall be construed as a waiver of that breach or
as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an
authorized representative of the non-breaching party.

        f.     This Assignment shall be governed in accordance with the laws of the State of
__________ [Instructions: Insert the state’s laws that will govern this agreement] applicable
to agreements to be wholly performed therein, without giving effect to its laws governing
conflict of laws.

IN WITNESS WHEREOF, this Assignment has been signed and delivered by and on behalf of
the parties hereto as of the date first set forth above.

ASSIGNOR:                                                        ASSIGNEE:



__________________________                                       __________________________
__________ [Instructions: Insert Name]                           __________ [Instructions: Insert Name]


CONSENT OF OBLIGOR

Obligor hereby consents to this Assignment:


__________________________
__________ [Instructions: Insert Name]

Dated: __________________ [Instructions: Insert Date]




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                                                    EXHIBIT A

                                          ORIGINAL AGREEMENT



[Instructions: Insert or attach a copy of the original contract between the Assignor and the
Obligor]




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