This is an agreement whereby the owner of a franchise sells their interest in the
franchise to a third party. Along with the rights and benefits of the franchise, the title,
interests, delegation of obligations and responsibilities are all transferred to the third
party. In addition, this agreement specifies whether the current inventory of the
franchise will also be transferred. This document is ideal for individuals or entities who
want to buy or sell their interest in a particular franchise.
ASSIGNMENT OF FRANCHISE
This assignment (the “Assignment”) is made and entered into this __ day of ________, 20
_____, [Instruction: insert Agreement date.] by and between _____________________,
[Instruction: Insert name of party owning franchise.] located at
_____________________________ [Instruction: Insert franchise location.] (the "Assignor"),
and _____________, [Instruction: Insert name of party obtaining franchise.] located at
___________________________ [Instruction: Insert address of party obtaining franchise.]
WHEREAS the Assignor (as Franchisee) entered into a Franchise Agreement dated
______________ [Instruction: Insert Franchise Agreement date.] with
____________________ [Instruction: Insert name of party owning franchise.] (as Franchisor)
(the “Agreement”); and
WHEREAS the Assignor desires to assign all of its rights, title and interest in and obligations
under the unexpired portion of said Agreement to the Assignee.
NOW THEREFORE for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in consideration of the covenants and obligations contained herein the
Assignor and Assignee represent and agree as follows:
1. Assignor shall assign all its right, title, and interest in, and delegate all its obligations,
responsibilities and duties under the unexpired portion of the Agreement to the Assignee.
[Comment: Parties should state whether any current inventory and/or accounts
receivables are being assigned as part of transfer, or what will happen to same. Also,
parties should consider whether office space and/or business location, whether owned
or leased is being transferred as part of transaction. With respect to business location,
the franchise agreement should be reviewed by an attorney with franchising experience
in determining whether or not to transfer the current space. If the current premises are
being leased and transferred, parties should ensure lease permits lease assignment.]
2. Assignee hereby accepts the assignment of all of Assignor’s right, title and interest in and to
the Agreement and assumes all of Assignor’s obligations, responsibilities and duties under
the unexpired portion of the Agreement.
3. In consideration of this Assignment and assumption, the Assignee agrees to pay the Assignor
a sum of ______________ ($ ) [Instruction: Insert amount to be paid for
franchise.] Dollars and this Assignment is null and void unless the said amount has been
paid to and has been received by the Assignor on or before ______________[Instruction:
Insert date by which payment must be made.].
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4. The Assignor covenants to the Assignee that the said Agreement is valid and subsisting and
payment of all royalties and fees has been made up to the date of this Assignment, and that
the covenants, provisos and conditions have been duly observed and performed up to the date
of this Assignment. Assignor further covenants that it is not aware of any breach of the
5. The Assignor covenants that the Assignor is entitled to assign the Agreement without further
permission from or notice to Franchisor (or that any required permission has been obtained or
notice has been given) and the Assignee may enjoy the rights of a Franchisee under the
Agreement for the remainder of the term without interruption by the Assignor or any person
claiming under Assignor.
6. The Assignee covenants that it will pay all royalties, fees and other charges and obligations
of every kind and nature as provided under the unexpired portion of the Agreement and any
renewal thereof. Assignee further covenants that it will perform all obligations of every kind
and nature and in the manner set forth in the Agreement. Further, Assignee will execute any
and all documents necessary to fulfill its obligations hereunder, including forms provided by
Franchisor to effectuate this Assignment.
7. Assignor agrees to defend and indemnify the Franchisor 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 Agreement 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, the Assignee shall be liable to
defend and indemnify the Franchisor.
8. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
9. Each of the persons executing the document below covenant that they are persons permitted
to bind Assignor and Assignee, respectively, and that by their respective signatures below, no
further action need be taken to effectuate this Assignment.
This Assignment shall be interpreted in accordance with the laws of the State of
___________________ [Instruction: Insert state.].
IN WITNESS WHEREOF, the Assignor has executed this Assignment on the day and year first
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