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Contract Assignment Agreement

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Prepared by:

[Assignor.FirstName] [Assignor.LastName]

[Assignor.Phone] [Assignor.Email]

[Assignor.StreetAddress] [Assignor.City] [Assignor.State] [Assignor.PostalCode]

Contract Assignment Agreement Template

Prepared for:

[Assignee.FirstName] [Assignee.LastName]

[Assignee.Company]

[Assignee.Phone]

[Assignee.Email]

[Assignee.StreetAddress] [Assignee.City] [Assignee.State] [Assignee.PostalCode]

This Contract Assignment Agreement (hereinafter referred to as the "Agreement") made and entered on [Document.CreatedDate] , by and between:

Name: [Assignor.FirstName] [Assignor.LastName] [Assignor.Company] (hereinafter referred to as "Assignor"), and

Name: [Assignee.FirstName] [Assignee.LastName] [Assignee.Company] (hereinafter referred to as "Assignee"), and

Assignor and Assignee are hereinafter referred to as “Parties” collectively in this Agreement.

A. Assignor assigns and transfers the Assignee all of its rights, title, and interest in and to the contract, named (insert name of the original contract) (hereinafter referred to as the "Contract"), dated (insert date of the original contract), and expires on (insert the date when the original contract expires).

In consideration for the assignment, the Assignee will pay the Assignor the sum of (insert amount).

B. Assignor desires to assign the Contract to Assignee and Assignee desires to accept the assignment of the Contract.

C. The terms of this Assignment Agreement shall supersede the terms of the original Contract to the extent that there is any conflict between the terms of the original Contract and the terms of this Assignment Agreement.

This Agreement is subject to the following conditions:

Both Parties have all necessary rights and authority to enter into this Agreement and to assign the Contract to Assignee;

This Agreement does not and will not be construed to violate any agreement to which either the Assignor or the Assignee is a party or by which they are bound; and

Parties have had the opportunity to seek independent legal counsel prior to signing this Agreement and have either done so or have voluntarily waived their right to do so.

Indemnification

The Assignee agrees to indemnify and hold the Assignor harmless from and against any and all costs, losses, damages, claims, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claims or suits based on allegations that arise.

Counterparts

This Agreement may be executed in counterparts (and by different Parties hereto on different counterparts), each of which shall be deemed an original, but all of which together shall constitute the same instrument.

Non-Transferability

Except as expressly provided in this Agreement, the rights and obligations of the Parties under this Agreement are not assignable or transferable, neither whole nor in part.

Termination

Subsequently, this Agreement may not be terminated except by mutual agreement of the Assignor and the Assignee. In the event of termination, any sums paid by Assignee to Assignor under this Agreement shall be reimbursed to Assignee within (insert number of days) of the termination of this Agreement.

Confidentiality

Assignee shall maintain all information regarding the Contract in the strictest confidence and shall not reveal such information to any person or entity without the express written consent of Assignor.

Governing Laws

This Agreement shall be governed by and construed under the laws of the State of [Assignor.State] .

Agreed and Accepted

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date written below.

Assignment Agreement Forms (12) | Samples

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Updated September 13, 2022

An assignment agreement transfers ownership interest from an assignor (giving party) to an assignee (receiving party). The interest usually consists of a benefit with any included liabilities. If any payment is required, it should be mentioned in the assignment.

By Type (12)

Domain Name

Intellectual Property

Lease Agreement

Real Estate Purchase Contract

Assignment Agreements: By Type (12)

Step 1 – Make a Deal

Step 2 – verify ownership, step 3 – write the agreement, step 4 – take control, sample : assignment agreement, how to write, how to assign (4 steps).

The assignor (seller) and the assignee (buyer) should get together to make a verbal agreement or write a letter of intent. This allows the assignee to conduct their due diligence and ensure the property is what the assignor claims to be.

In most real estate contracts, for example, a notary public is not required to sign an agreement. Therefore, it’s best to verify with the other party, the landlord or seller, that the contract is valid.

Write the assignment agreement including the property details and sales price. Include any other agreed-upon terms and conditions.

No matter the type of property (real, personal, etc.) after an agreement is signed, the property should be delivered to the assignee’s possession.

Download: Adobe PDF , MS Word , OpenDocument

Section I. The Parties

(1) Effective Date Of Assignment. The date when this agreement becomes active must be established. Deliver the calendar date when its effect first obligates the signature Parties to its conditions and terms.

(2) Name Of Assignor. The full name of the Party who intends to release his or her interest or claim must be presented. This Party whether it is an Individual or Business Entity will be known as the Assignor of the claim, interest, and/or property this paperwork discusses.

(3) Mailing Address Of Assignor. Produce a record of the address needed to contact the Assignor by mail. This should be a regularly monitored address that can be considered reliable.

(4) Assignee Name. The Party that wishes to assume the same right to claim or the same interest that the Assignor enjoys with the discussed property and will gain such interest through this paperwork is the Assignee and should be identified by name.

(5) Assignee Mailing Address. The address required to reach the Assignee by mail so that he or she may receive notices and other correspondence required by this agreement should be presented.

Section II. The Assignment

(6) Details Of Assignment. The assignment being released from the Assignor and being designated to the Assignee must be described. This agreement is versatile allowing nearly any type of assignment of property, a claim on property, a share of the property, or any other interest that may be transferred from one Entity to another however, the type of assignment and the level of interest that will be granted or made available to the Assignee must be documented.

Section III. Transfer

(7) Fixed Payment. The Assignor’s designation or release of property or interest may be contingent upon the receipt of a predetermined payment amount. If so, then this must be declared. Include this condition by marking the first checkbox statement then documenting the amount that the Assignee must pay to the Assignor. Once done, define the maximum number of days from the effective date when this payment must be received.

(8) No Payment. If the Assignor will release interest or property without payment from the Assignee then select the second checkbox option in Section III.

(9) Gift . If the assignment being made is considered a gift of the Assignor to the Assignee then select the third checkbox statement.

(10) Other . There are quite a few other conditions or requirements that can be imposed on the Assignee as well as other reasons for this assignment. If none of the three previous statements are adequate descriptions of such reasons or obligations then select the “Other” checkbox and furnish this information to the space available.

Section IV. Liabilities

(11) Assignment Is Free Of Liens. If the assignment this agreement shall enable will not include an obligation to pay a debt or satisfy an encumbrance then the first statement made in Section IV should be selected by marking the available checkbox.

(12) Assignment Not Free Of Liens. If the concerned assignment has a lien, encumbrance, or debt imposed upon it or there is a claim that must be paid for this assignment to be completed and the Assignee will assume some or all of these obligations with the assignment then select the second checkbox and provide a detailed description of such claims and/or encumbrances.

Section V. 3rd Party Approval

(13) Required Approval. A Third Party (such as a Financial Institution) may need to approve this assignment for it to proceed accordingly. If this is the case, then the “It Is Required” statement should be selected. This status statement must be satisfied with the name of the Third Party whose approval must be obtained and the number of days after the effective date allotted to gain such approval.

(14) No Approval Needed. The second statement in Section V will free both the Assignee and Assignor from seeking a Third Party’s approval to this agreement’s execution. If no approval is required other than the authorizing signature of the Assignor and Assignee then select the second statement.

Section IX. Governing Law

(15) State. The State laws that will be applied to this paperwork must be established. Identify the State whose courts shall enforce this document.

Section XI. Additional Terms

(16) Additional Terms. If there are additional requirements or circumstances that relate to this agreement and obligate or restrict either Party, then discuss them in Section XI.

Section XII Entire Agreement

(17) Assignor Signature. The Assignor who is making this assignment must sign this paperwork once it has been completed with the information it requests.

(18) Assignor Signature Date .

(19) Assignee Signature. The Assignee should review all the definitions supplied to this agreement. If he or she will accept the responsibilities and conditions in this document then the Assignee must provide his or her signature.

(20) Assignee Signature Date.

(21) Third Party Signature. If it has been indicated that a Third Party must approve this assignment by signature then the third signature area must be completed by this Party. If this is a Business then a Signature Representative that has been appointed by the Approving Entity must deliver his or her signature on behalf of the concerned Third Party.

(22) Signature Date Of Third Party.

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Contract Assignment Agreement

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This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document: Assignment Agreement, Assignment of Contract Agreement, Contract Assignment, Transfer of Contract Agreement, Transfer of Agreement

Country: United States

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Free Assignment

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Personal Property

Intellectual property, your assignment.

In consideration thereof, the Assignor acknowledges receipt of $__________ paid by cash by the Assignee.

The Assignor warrants and covenants the following with regard to the contractual rights which the Assignor has assigned:

The Assignor directs __________ to complete the contractual obligations, which would otherwise be owed to the Assignor but which have been transferred as indicated herein, with the Assignee.

It is agreed that this Assignment will enure to the benefit of and be binding upon the parties to this Assignment, their heirs, executors, administrators, successors and assigns, respectively.

This Agreement will be construed in accordance with and governed by the laws of the State of.

Alternate Names:

An Assignment is also known as an:

What is an Assignment?

An Assignment, or an assignment of contract, is a document that allows one party to transfer the rights and benefits of a contract to another party.

Who are the parties in an assignment of contract?

Typically, there are two parties an Assignment:

There can also be a third party who is the individual or corporation that entered into the original contract with the assignor.

What can I use an assignment of contract for?

You can use an Assignment to opt out of the rights and obligations of a contract in place of someone else as long as the original contract doesn't prohibit assignment and assumption of obligations. It's a good idea to check the original contract terms to ensure you aren't still liable for the terms of the original contract after assigning it to a new party.

You may want to consider getting the second party of the original contract to sign a Release/Waiver Agreement to absolve yourself from any liability from the contract.

It's also possible to transfer the benefits of an income stream to an assignee using an assignment agreement.

For instance, let's say you upload videos on social media that garner money, and it turns out you may have used parts of someone else's footage or material. To settle a possible copyright dispute, you could use an Assignment to transfer part of the income stream you receive from the video with the other party's material to the other party for a period of time.

Sometimes an Assignment can technically be used to transfer rights to personal or intellectual property, but, in most cases, it's best practice to use more specific forms like a Bill of Sale , a Trademark Assignment , or an Assignment of Trade Name .

What is the difference between an Assignment and a delegation in a contract?

The main difference between an Assignment and delegation has to do with contractual rights. Where an Assignment involves transferring the rights and duties of a contract to another party, a delegation only transfers duties.

For example, if you're a contractor remodeling a house, you'll have a written contract with the homeowner where you'll have agreed to remodel their house in exchange for money. Unless you're a contractor with skills in all trades, you'll likely hire electricians, painters, etc. to complete parts of the project. In those instances, you'd delegate tasks of the contract, e.g. electrical work, to the appropriate worker but they wouldn't be assigned contractual rights because the client will still be paying you for the remodel. You'd likely have a separate contract with the electrician that details how they'll be paid.

How do I assign the rights of a contract to someone else?

To assign rights of an existing contract, your assignment agreement needs:

You can have an Assignment notarized or witnessed by individuals not party to the contract, but it's not a requirement.

You should always review and consider the terms of your original contract before assigning it.

For example, you may be required by the second party of the original contract to get their consent before assigning contractual rights to a new party. There might also be stipulations where you remain liable for the terms of the contract even after assigning to a new party.

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What is an Assignment Agreement?

When to use an assignment agreement:.

What we’ll cover

Sample assignment agreement, related documents, the terms in your document will update based on the information you provide.

THIS SPACE PROVIDED FOR RECORDER'S USE

TO BE RECORDED IN:

This made this , by and between of , , hereinafter referred to as 'Assignor', and of , , hereinafter referred to as 'Assignee', in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnesseth:

WHEREAS, Assignor entered into a Contract, included as an attachment to this Agreement, namely hereinafter referred to as Contract with , hereinafter 'Obligor';

WHEREAS, the Contract has an expiration date of as may be extended as permitted therein;

WHEREAS, Assignor wishes to assign all of its rights and obligations under the Contract to Assignee; and

WHEREAS, the Contract the prior consent of the Obligor;

NOW THEREFORE, Assignor and Assignee agree as follows:

. 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.

. Assignee hereby accepts the assignment of all of Assignors obligations responsibilities and duties under the Contract and all of Assignors right, title and interest in and to the Contract.

. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys fees and other costs of defense and damages, resulting from Assignors performance prior to the assignment of the contract and resulting from Assignees performance after the assignment of the Contract, provided however, that after the assignment of the Contract the State 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 Assignees performance.

. Assignee agrees to indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys fees and other costs of defense and damages, resulting from Assignees performance after the assignment of the Contract.

. This Agreement is governed by the laws of the state of , without regard to 's conflict or choice of law provisions, and both parties expressly consent to jurisdiction in such courts.

IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written.

, COUNTY OF PARISH OF

On this _____ day of ____________________, _____, before me, ______________________________, the undersigned officer, personally appeared ______________________________, known to me (or proved to me on the oath of ______________________________) to be the person who is described in and who executed the within and foregoing Assignment of Land Contract, and being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

Before me, a Notary Public (or justice of the peace) in and for said county, personally appeared the above named ______________________________, who acknowledged that he/she did sign the foregoing Assignment of Land Contract, and being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief. In testimony whereof, I have hereunto subscribed my name at ________________________________, this _____ day of ____________________, _____.

The foregoing Assignment of Land Contract was acknowledged before me this _____ day of ____________________, _____, by ______________________________, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

The foregoing Assignment of Land Contract was acknowledged before me, by means of ☐ physical presence or ☐ online notarization, this _____ day of ____________________, _____ by ______________________________, who is personally known to me or who have produced ________________________________ as identification, and being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

This Assignment of Land Contract was acknowledged before me on this _____ day of ____________________, _____ by ______________________________, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

On this _____ day of ____________________, _____, before me personally appeared ______________________________, to me known to be the person described in and who executed the foregoing Assignment of Land Contract, and, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

On this _____ day of ____________________, _____, before me, ________________________________, personally appeared ______________________________, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within Assignment of Land Contract, and, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

On this _____ day of ____________________, _____, before me, the undersigned, Notary Public for the State of Vermont, personally appeared ______________________________, to me known (or to me proved) to be the identical person named in and who executed the above Assignment of Land Contract, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

The foregoing instrument was acknowledged before me this _____ day of ____________________, _____, by ______________________________, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.

In witness whereof I hereunto set my hand and official seal.

_________________________________

Notary Public

Signature of person taking acknowledgment

Name typed, printed, or stamped

Title (and Rank)

Title or rank

My commission expires ____________

Serial number (if applicable)

Serial number, if any

Notary Address:

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CONTRACT ASSIGNMENT

For good and valuable consideration, the sufficiency and receipt of which is hereby

acknowledged by the parties hereto, ______________________(hereinafter “Assignor”)

assigns, sells, conveys, and transfers all of Assignor’s interest to_____________________________

(hereinafter “Assignee”) in the contract(s) described as follows:

Contract by and between _______________ and_________________ , dated_____________, _____________ , 20_____ (include such further information necessary to fully describe the contract and subject matter assigned in this Assignment)

2.________________________________________________________________________________________

3.________________________________________________________________________________________

4.________________________________________________________________________________________

Assignor agrees that all rights and obligations of Assignor arising under the above listed contract(s) or otherwise by law or by the existence of conditions precedent, which may or may not have occurred as of the date of this Assignment, are hereby included in this Assignment and Assignee hereby agrees to accept same as if Assignee was an original party to the aforesaid contract(s).

Assignor represents and warrants that the interest of Assignor in the contract(s) subject to this Assignment is free of liens, claims or encumbrances of any kind by third parties, except the following:

(list encumbrances if applicable.)

Assignee agrees to hold harmless and indemnify Assignor for such liens, claims or encumbrances of any kind to which the above listed contracts are subject and which have disclosed and described by Assignor hereinabove.

This Assignment shall be binding upon an dinure to the benefit of Assignor and Assignee and their respective affiliates, successors, assigns, heir and devisees and legal representatives.

It is the intention of the parties that in the event a court of competent jurisdiction finds that any provision or portion of this Assignment is unenforceable for any reason, the balance and remainder of this Assignment shall remain effective and enforceable to the extent possible under the circumstances then existing.

Assignor and Assignee agree that this Assignment shall be deemed governed by the laws of the State of ________________ and, further, each agrees to submit to the subject matter and personal jurisdiction of the courts of that state.

This Assignment supercedes all prior and contemporaneous agreements and discussions of the parties hereto regarding the subject matter hereof and the contract(s) assigned hereby and, as written, constitutes the entire agreement of the parties.

AGREED, signed and made effective this the ____________ day of ___________-, 20 ____ .

ASSIGNOR:___________________

ASSIGNEE:___________________

By:________________________________

State Specific Assignment Forms

—-For State Specific Assignment Forms you can download in Word Format go to

http://www.uslegalforms.com/assignments/

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COMMENTS

Form of Assignment Agreement
tiff format) shall be deemed effective as manual delivery. IN WITNESS WHEREOF, the Assignee and Assignor have executed this Assignment Agreement as of the date
Assignment of Contract
document. For purposes of executing this Agreement, a document signed and transmitted by electronic means (such as in PDF format via e-mail or via facsimile
ASSIGNMENT OF CONTRACT
WHEREAS, Assignor desires to assign and Assignee desires to receive by assignment all of Assignor's rights and obligations under the Contract;.
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