[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-agreement-of-absolute-transfer-and-assignment-D933":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT This Agreement of Absolute Transfer and Assignment (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Transferor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TRANSFEREE NAME] (the \"Transferee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS by an agreement of assignment and transfer dated as of [DATE] (the \"Assignment Agreement\") the Transferor agreed to sell and assign all of its assets to the Transferee; WHEREAS pursuant to the Assignment Agreement, the Transferor agreed to sell, assign and transfer to the Assignee all accounts receivable and all debts due or accruing due to the Transferor; NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS: For good and valuable consideration, the receipt of which is hereby acknowledged by the Transferor, the Transferor does hereby absolutely transfer, assign and make over unto the Transferee, hereto present and accepting the same, all of the Transferor's right, title and interest in the book accounts and book debts and generally all accounts, debts, dues and demands of every nature and kind howsoever arising or secured and now due or owing or accruing or growing due to the Transferor, in [STATE/PROVINCE], (the whole referred to in this agreement as the \"Debts\"). The Transferor further assigns and transfers unto the Transferee all deeds, documents, writings, papers, books of account and other books relating to or being records of the Debts or by which the Debts are or may hereafter be secured, evidenced, acknowledged or made payable (the whole referred to in this agreement as the \"Documents\"). The present absolute transfer and assignment is made subject to the following terms, clauses and conditions, all of which are essential to this agreement: ADDITIONAL ASSIGNMENT The present assignment is given in addition to and not in substitution for any similar assignment heretofore given to and still held by the Transferee and in particular any and all assignments made or contemplated by the Assignment Agreement. COLLECTION OF THE DEBTS The Transferee shall, as the absolute assignee of the Debts, be absolutely entitled to collect, demand, sue for, enforce, recover and receive the Debts and give valid and binding receipts and discharges for and in respect of the Debts, the whole without regard to the state of accounts between the Transferor and the Transferee. LIST OF DEBTORS For the purposes of this agreement, the Transferor undertakes and agrees to furnish and deliver to the Transferee, together with the present absolute assignment, (i) a list of all debtors of the Transferor with the amounts owing by each of them and the security held for such amounts and (ii) all of the documents pertaining to said Debts. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR The Transferor represents, warrants, covenants and declares that:",null,"Agreement of Absolute Transfer and Assignment","4",48,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-of-absolute-transfer-and-assignment-D933.png","https://templates.business-in-a-box.com/imgs/250px/933.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#933.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Transfer & Assignment Agreements","/templates/transfer-assignment-agreement/","agreement absolute transfer assignment","Agreement of Absolute Transfer and Assignment Template","https://templates.business-in-a-box.com/imgs/400px/933.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[36,40,44,48,52,56,60,64,68,72,76,80,84,101,117,135,151,166],{"label":37,"url":38,"thumb":39,"extension":10},"Agreement of Absolute Transfer and Assignment of Accounts Receivable","/template/agreement-of-absolute-transfer-and-assignment-of-accounts-receivable-D177","https://templates.business-in-a-box.com/imgs/250px/177.png",{"label":41,"url":42,"thumb":43,"extension":10},"Absolute Assignment and Transfer of Loans","/template/absolute-assignment-and-transfer-of-loans-D413","https://templates.business-in-a-box.com/imgs/250px/413.png",{"label":45,"url":46,"thumb":47,"extension":10},"Agreement of Sale, Transfer & Assignment of Accounts Receivable","/template/agreement-of-sale-transfer-assignment-of-accounts-receivable-D934","https://templates.business-in-a-box.com/imgs/250px/934.png",{"label":49,"url":50,"thumb":51,"extension":10},"Agreement of Transfer","/template/agreement-of-transfer-D935","https://templates.business-in-a-box.com/imgs/250px/935.png",{"label":53,"url":54,"thumb":55,"extension":10},"Assignment Agreement","/template/assignment-agreement-D12542","https://templates.business-in-a-box.com/imgs/250px/12542.png",{"label":57,"url":58,"thumb":59,"extension":10},"Assignment and Transfer of Stock Certificate","/template/assignment-and-transfer-of-stock-certificate-D323","https://templates.business-in-a-box.com/imgs/250px/323.png",{"label":61,"url":62,"thumb":63,"extension":10},"Technology Transfer Agreement","/template/technology-transfer-agreement-D919","https://templates.business-in-a-box.com/imgs/250px/919.png",{"label":65,"url":66,"thumb":67,"extension":10},"Transfer Agreement Intercompanies","/template/transfer-agreement-intercompanies-D921","https://templates.business-in-a-box.com/imgs/250px/921.png",{"label":69,"url":70,"thumb":71,"extension":10},"Business Transfer Agreement","/template/business-transfer-agreement-D12552","https://templates.business-in-a-box.com/imgs/250px/12552.png",{"label":73,"url":74,"thumb":75,"extension":10},"Lease Assignment Agreement","/template/lease-assignment-agreement-D13021","https://templates.business-in-a-box.com/imgs/250px/13021.png",{"label":77,"url":78,"thumb":79,"extension":10},"Stock Transfer Agreement","/template/stock-transfer-agreement-D14069","https://templates.business-in-a-box.com/imgs/250px/14069.png",{"label":81,"url":82,"thumb":83,"extension":10},"Technology Assignment Agreement","/template/technology-assignment-agreement-D765","https://templates.business-in-a-box.com/imgs/250px/765.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":99,"url":100},"INTELLECTUAL PROPERTY SALE AGREEMENT This Intellectual Property Sale Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Seller is the owner of certain Intellectual Property identified in detail in Schedule A and Schedule B attached to this Agreement; and WHEREAS, Buyer, wishes to irrevocably acquire the entire rights, title, and interest in the identified Intellectual Property and exploit such property. NOW, the parties intent to be legally bound and agree as follows: definitions \"Technology\" means any technology owned by Seller and sold to the Buyer, related to [PRODUCTS/SERVICES] including, without limitation, all Intellectual property Rights and Technical Information. \"Intellectual Property Rights\" means all Patents, Trade Marks, Copyrights, System Designs, and other intellectual property rights whether registered or not, owned by Seller and sold to the Buyer, relating to the Intellectual Property described in Schedule A. \"Documents\" includes all information fixed in any tangible medium of expression in whatever form or format, and copies thereof. \"Technical Information\" means all know-how and related technical knowledge of the Seller, relating to the Intellectual Property described in Schedule A including, without limitation: (a) All trade secrets and other proprietary know-how, public information, non-proprietary know- how and invention disclosures; (b) Any information of a technical or business nature regardless of its form; (c) All documented research, developmental, demonstration or engineering work; (d) All information that can be or is used to define a design or process or procedure, produce, support or operate material and equipment; (e) All other drawings, blueprints, patterns, plans, flow charts, equipment, parts lists, software and procedures, specifications, formulas, designs, technical data, descriptions, related instructions, manuals, records and procedures. sale and Assignment of intellectual property Seller hereby irrevocably sells and transfers to Buyer all rights, title, and interest (including but not limited to, all registration rights, all rights to prepare derivative works, all goodwill and all other rights), in and to the Intellectual Property. Consideration In consideration for the sale of rights and assignment set forth in Article 2, Buyer shall pay Seller the sum of [amount] payable no later than [TIME PERIOD] after this Agreement becomes effective, which means the full amount must be received by Seller before [DATE]. Following is the breakdown price of the items sold: [PRODUCT 1], [PRODUCT 2], [TRADE MARK 1], [ETC]. Representations and Warranties Seller represents and warrants to Buyer: (a) Seller has the right, power and authority to enter into this Agreement; (b) Seller is the exclusive owners of all right, title and interest in the Technology free of any security interest, charge or encumbrance; (c) Seller warrants that all documents, computer records, disks and other materials of any nature of kind containing the Technology or any portion thereof have been turned over to Buyer, and that Seller will not retain the Technology, or any portion thereof, in any form whatsoever after the closing of the within transaction except as specifically permitted hereunder; (d) The Intellectual Property does not infringe the rights of any person or entity; (e) There are no claims, pending or threatened, with respect to Seller's rights in the Intellectual Property; (f) This Agreement is valid, binding and enforceable in accordance with its terms; (g) Seller is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement. Attorney's Fees ","IP Sale Agreement","7",60,"https://templates.business-in-a-box.com/imgs/1000px/ip-sale-agreement-D964.png","https://templates.business-in-a-box.com/imgs/250px/964.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#964.xml",{"title":6,"description":6},[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","ip sale agreement","/template/ip-sale-agreement-D964",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":115,"url":116},"ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR This Assignment of Lease (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [ASSIGNEE NAME] (the \"Assignee\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ASSIGNMENT OF LEASE For value received, Assignor assigns and transfers to Assignee that lease, dated [DATE], executed by assignor as lessee and by [NAME] as lessor, of the following described premises: [DESCRIBE] together with all his right, title, and interest in and to the lease and premises, subject to all the conditions and terms contained in the lease, to have and to hold from [DATE], until the present term of the lease expires on [DATE]. A copy of the lease is attached hereto and made a part hereof by reference. ASSIGNOR WARRANTIES AND REPRESENTATION","Assignment of Lease by Lessee With Consent of Lessor","2",34,"https://templates.business-in-a-box.com/imgs/1000px/assignment-of-lease-by-lessee-with-consent-of-lessor-D1155.png","https://templates.business-in-a-box.com/imgs/250px/1155.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1155.xml",{"title":6,"description":6},[111,114],{"label":112,"url":113},"Real Estate","real-estate-business",{"label":17,"url":95},"assignment lease by lessee with consent lessor","/template/assignment-of-lease-by-lessee-with-consent-of-lessor-D1155",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":133,"url":134},"AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS This Agreement of Purchase and Sale (the \"Agreement\") is made in two original copies, effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASER NAME] (the \"Purchaser\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SUBJECT-MATTER The Purchaser agrees to buy and the Vendor agrees to sell to the Purchaser as a going concern all the undertaking and assets owned by the Vendor in connection with the [TYPE OF BUSINESS] business carried on as [YOUR COMPANY NAME] at [YOUR COMPLETE ADDRESS] (the \"business\") including, without limiting the generality of the foregoing: The furniture, fixtures and equipment more particularly described in Schedule A (the \"equipment\"); All saleable stock in trade (the \"stock in trade\"); All useable parts and supplies (the \"parts and supplies\"); All leasehold interest in the lease held by the Vendor from [NAME OF LANDLORD] (the \"lease\"); The goodwill of the business together with the exclusive right to the Purchaser to represent itself as carrying on business in succession to the Vendor and to use the business style of the business and variations in the business to be carried on by the Purchaser (the \"goodwill\"). The following assets are expressly excluded from the purchase and sale: [LIST EXCLUSIONS, e.g. cash on hand or on deposit, accounts receivable, book and other debts due or accruing due]. PURCHASE PRICE The purchase price payable for the undertaking and assets agreed to be bought and sold is the total of the amounts computed and allocated as follows: For the equipment - [AMOUNT]; For the stock in trade, its direct cost to the Vendor; For the parts and supplies, their direct cost to the Vendor; For the goodwill - [AMOUNT]; For all other assets agreed to be bought and sold. The purchase price for the stock in trade shall be established by an inventory taken and valued after close of business on the day before the day of closing. The Vendor shall produce evidence satisfactory to the Purchaser of the direct cost to the Vendor of items included in stock in trade. The Purchaser may exclude from the purchase and sale any items which the Purchaser reasonably considers unsaleable by reason of defect in quality or in respect of which the Purchaser is not reasonably satisfied as to proof of direct cost. The purchase price for the parts and supplies shall be established by an inventory taken and valued after close of business on the day before the day of closing. The Vendor shall produce evidence satisfactory to the Purchaser of the direct cost to the Vendor of items included in the parts and supplies. The Purchaser may exclude from the purchase and sale any items which the Purchaser reasonably considers unusable or in respect of which the Purchaser is not reasonably satisfied as to proof of direct cost. TERMS OF PAYMENT The Vendor acknowledges receiving a check for [AMOUNT] from the Purchaser on execution of this agreement to be held as a deposit by the Vendor on account of the purchase price of the undertaking and assets agreed to be bought and sold and as security for the Purchaser's due performance of this agreement. The balance of the purchase price for the undertaking and assets agreed to be bought and sold shall be paid, subject to adjustments, by certified check on closing. The balance of the purchase price due on closing shall be specially adjusted for all prepaid and assumed operating expenses of the business including but not limited to rent and utilities. CONDITIONS, REPRESENTATIONS AND WARRANTIES In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: That the Purchaser obtain financing on terms satisfactory to it to complete the purchase; that the carrying on of the business at its present location is not prohibited by land use restrictions; That the lessor of the lease consents to its assignment to the Purchaser; That the Purchaser obtain all the permits and licenses required for it to carry on the business; That the Vendor supply or deliver on closing all of the closing documents; That the premises shall be in the same condition, reasonable wear and tear expected, on the date of passing as they are currently in; That Seller's board of directors has duly authorized the execution of this agreement. The following representations and warranties are made and given by the Vendor to the Purchaser and expressly survive the closing of this agreement. The representations are true as of the date of this agreement and will be true as of the date of closing when they shall continue as warranties according to their terms. At the option of the Purchaser, the representations and warranties may be treated as conditions of the closing of this agreement in favor of the Purchaser. However, the closing of this agreement shall not operate as a waiver or otherwise result in a merger to deprive the Purchaser of the right to sue the Vendor for breach of warranty in respect of any matter warranted, whether or not ascertained by the Purchaser prior to closing: The Vendor is a resident of [YOUR COUNTRY] within the meaning of the Income Tax Act of [YOUR COUNTRY]; The Vendor owns and has the right to sell the items listed in Schedule A; The assets agreed to be bought and sold are sold free and clear of all liens, encumbrances and charges; The equipment is in good operating condition; ","Agreement of Purchase and Sale of Business Assets","5",65,"https://templates.business-in-a-box.com/imgs/1000px/agreement-of-purchase-and-sale-of-business-assets-D318.png","https://templates.business-in-a-box.com/imgs/250px/318.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#318.xml",{"title":6,"description":6},[127,130],{"label":128,"url":129},"Finance & Accounting","finance-accounting",{"label":131,"url":132},"Buy & Sell Shares","buy-sell-shares","agreement purchase sale business assets","/template/agreement-of-purchase-and-sale-of-business-assets-D318",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":144,"description":6},"non disclosure agreement nda",[146,147],{"label":17,"url":95},{"label":148,"url":149},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":164,"url":165},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[161],{"label":162,"url":163},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":167,"descriptionCustom":6,"label":168,"pages":154,"size":139,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":173,"url":177},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":173,"description":6},"service agreement",[175,176],{"label":17,"url":95},{"label":17,"url":95},"/template/service-agreement-D12711",false,{"seo":180,"reviewer":192,"quick_facts":196,"at_a_glance":199,"personas":203,"variants":228,"glossary":255,"clauses":289,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":456,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":514,"classification":515},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Agreement of Absolute Transfer and Assignment Template | BIB","Free Agreement of Absolute Transfer and Assignment template. Permanently transfers rights, interests, or property between parties.","agreement of absolute transfer and assignment template",[185,186,187,188,189,190,191],"absolute transfer and assignment agreement","transfer of rights agreement template","absolute assignment template word","assignment of interest agreement","business assignment agreement template","transfer agreement template free","absolute assignment of contract",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":197,"legal_review_recommended":198,"signature_required":198},"advanced",true,{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"An Agreement of Absolute Transfer and Assignment is a legally binding document by which an assignor permanently and irrevocably transfers all rights, title, interest, and obligations in a specified asset, contract, or intellectual property to an assignee. This free Word download gives you a professionally structured template you can edit online and export as PDF — covering the full transfer of ownership with no right of reversion to the original owner.\n","Use it whenever one party needs to permanently hand over ownership of a contractual right, intellectual property, business interest, or other assignable asset to another party as a final and complete transfer. Common triggers include business acquisitions, debt settlements, IP sales, and restructuring transactions.\n","Identification of the assignor and assignee, a precise description of the assigned asset or rights, consideration paid, representations and warranties from both parties, conditions of the transfer, indemnification obligations, and governing law. The agreement also includes an acknowledgment of the absolute and irrevocable nature of the transfer.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Business owners selling a company asset","Permanently transferring a contract, lease, or revenue stream to a buyer","persona-small-business-owner",{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Assigning IP, patents, or software rights to an acquiring entity or investor","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"Creditors and lenders","Absolutely assigning a debt or receivable to a third-party debt purchaser","persona-lender",{"title":217,"use_case":218,"icon_asset_id":219},"Corporate attorneys","Documenting the permanent transfer of rights in M&A or restructuring deals","persona-corporate-attorney",{"title":221,"use_case":222,"icon_asset_id":223},"IP owners and inventors","Selling full ownership of a patent, trademark, or copyright to another party","persona-inventor",{"title":225,"use_case":226,"icon_asset_id":227},"Real estate professionals","Transferring assignable purchase contracts or lease rights to a third party","persona-real-estate-professional",[229,233,237,240,244,247,251],{"situation":230,"recommended_template":231,"slug":232},"Transferring a specific contractual right while keeping other obligations","Assignment of Contract","assignment-of-contract-D939",{"situation":234,"recommended_template":235,"slug":236},"Assigning intellectual property rights including patents and copyrights","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",{"situation":238,"recommended_template":69,"slug":239},"Transferring a business interest or ownership stake","business-transfer-agreement-D12552",{"situation":241,"recommended_template":242,"slug":243},"Assigning accounts receivable or financial claims to a third party","Assignment of Accounts Receivable","assignment-of-accounts-receivable-with-recourse-D181",{"situation":245,"recommended_template":73,"slug":246},"Transferring a lease obligation to a new tenant","lease-assignment-agreement-D13021",{"situation":248,"recommended_template":249,"slug":250},"Assigning rights while retaining the right to reclaim under certain conditions","Conditional Assignment Agreement","conditional-sale-agreement-D1235",{"situation":252,"recommended_template":253,"slug":254},"Transferring all assets and liabilities as part of a full business sale","Business Sale Agreement","agreement-of-purchase-and-sale-of-business-assets-D318",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Assignor","The party who currently holds the rights or interests and is permanently transferring them to another party under this agreement.",{"term":260,"definition":261},"Assignee","The party receiving the transferred rights, title, or interests — who steps into the assignor's position after execution.",{"term":263,"definition":264},"Absolute Assignment","A transfer of rights that is complete, unconditional, and irrevocable — the assignor retains no interest or right of reversion once the transfer is executed.",{"term":266,"definition":267},"Consideration","The value exchanged for the assignment — typically a cash payment, but may also be debt forgiveness, equity, or other agreed value.",{"term":269,"definition":270},"Anti-Assignment Clause","A provision in the underlying contract being assigned that prohibits transfer without the other party's prior written consent — must be checked before executing any assignment.",{"term":272,"definition":273},"Novation","A related but distinct concept where the original party is completely replaced by a new party with the other contracting party's consent, extinguishing the original obligation entirely.",{"term":275,"definition":276},"Chose in Action","A personal right to property that can only be enforced through legal action — such as a debt, judgment, or claim — which can itself be the subject of an absolute assignment.",{"term":278,"definition":279},"Representations and Warranties","Statements of fact made by each party at the time of signing — if untrue, they give the other party grounds to seek damages or rescission.",{"term":281,"definition":282},"Indemnification","A contractual obligation by which one party agrees to compensate the other for specified losses, claims, or liabilities arising from the assigned asset or the transfer itself.",{"term":284,"definition":285},"Governing Law","The jurisdiction whose laws control interpretation and enforcement of the agreement — chosen by the parties and stated explicitly in the agreement.",{"term":287,"definition":288},"Closing Conditions","Prerequisites that must be satisfied before the transfer becomes effective — such as third-party consents, regulatory approvals, or payment receipt.",[290,295,300,304,309,314,319,324,328,333],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the assignor and assignee by their full legal names and roles, and sets out the background context explaining why the transfer is being made.","This Agreement of Absolute Transfer and Assignment ('Agreement') is entered into as of [DATE] by and between [ASSIGNOR FULL LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE/JURISDICTION] ('Assignor'), and [ASSIGNEE FULL LEGAL NAME], a [ENTITY TYPE] ('Assignee').","Using trade names or shortened names instead of the parties' full legal entity names — this creates enforceability ambiguity and can complicate title registration.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Description of assigned rights","Precisely identifies what is being transferred — the specific contract, asset, IP right, receivable, or interest — leaving no room for dispute about the scope of the transfer.","Assignor hereby absolutely and irrevocably assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to [DETAILED DESCRIPTION OF ASSET / CONTRACT / IP], including all benefits, claims, and causes of action arising therefrom ('Assigned Rights').","Using generic descriptions like 'all rights under the contract.' Ambiguous scope invites disputes about what was and was not transferred, especially for IP portfolios or partial contract rights.",{"name":266,"plain_english":301,"sample_language":302,"common_mistake":303},"States the payment or other value the assignee provides in exchange for the transfer, and confirms receipt to support enforceability.","In consideration for the transfer of the Assigned Rights, Assignee shall pay to Assignor the sum of [$ AMOUNT] ('Purchase Price'), receipt of which is hereby acknowledged by Assignor.","Stating nominal or no consideration without an alternative basis for enforceability. In many jurisdictions, a contract without real consideration is unenforceable — use at least nominal consideration of $1 if no cash changes hands, and document any alternative value.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Absolute and irrevocable transfer","Expressly confirms that the assignment is unconditional, final, and permanent, with no right of reversion to the assignor.","The transfer of the Assigned Rights pursuant to this Agreement is absolute and irrevocable. Assignor hereby waives any and all claims to the Assigned Rights from and after the Effective Date and shall have no further interest therein.","Omitting explicit irrevocability language and relying on general assignment wording. Courts in some jurisdictions have found that ambiguous transfer language creates a conditional or equitable assignment rather than a legal absolute assignment.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Representations and warranties of the assignor","The assignor confirms that it has full legal authority to make the transfer, that the assigned rights are free of undisclosed encumbrances, and that no anti-assignment clauses block the transfer.","Assignor represents and warrants that: (a) Assignor has full right, title, and authority to assign the Assigned Rights; (b) the Assigned Rights are free and clear of all liens, encumbrances, and claims; (c) no consent of any third party is required to effect this assignment; and (d) Assignor has not previously assigned or pledged the Assigned Rights to any other party.","Failing to warrant that no anti-assignment clause exists in the underlying agreement. Assigning a contract that prohibits assignment without consent can expose the assignee to having the assignment voided and the underlying contract terminated.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representations and warranties of the assignee","The assignee confirms its authority to accept the assignment and its willingness to assume any obligations that transfer with the rights.","Assignee represents and warrants that: (a) Assignee has full legal capacity and authority to enter into this Agreement and accept the Assigned Rights; and (b) Assignee has reviewed the underlying [CONTRACT / ASSET] and accepts all obligations and liabilities attaching to the Assigned Rights from the Effective Date.","Leaving out the assignee's warranty of capacity entirely. If the assignee later claims it lacked authority, the assignment may be challenged — this clause prevents that defense.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Assumption of obligations","Specifies whether the assignee is taking on the assignor's obligations under the assigned contract or asset, and to what extent.","Assignee hereby assumes all obligations, duties, and liabilities of Assignor arising under or relating to the Assigned Rights on and after the Effective Date. Assignor shall remain liable for all obligations arising prior to the Effective Date.","Omitting a clear split of pre- and post-transfer obligations. Without this, both parties may be exposed to claims for the other's performance period — and the non-assigning counterparty may hold the assignor liable indefinitely.",{"name":281,"plain_english":325,"sample_language":326,"common_mistake":327},"Allocates liability between the parties — the assignor indemnifies the assignee for pre-transfer claims, and the assignee indemnifies the assignor for post-transfer claims.","Assignor shall indemnify, defend, and hold harmless Assignee from any claims, losses, or liabilities arising from Assignor's acts or omissions prior to the Effective Date. Assignee shall indemnify, defend, and hold harmless Assignor from any claims, losses, or liabilities arising from Assignee's acts or omissions on or after the Effective Date.","Drafting a one-sided indemnification that only protects one party. Unbalanced indemnification clauses are frequently renegotiated after disputes arise — a reciprocal structure prevents this.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Notice to counterparty and third-party consents","Requires the assignor to notify the other party to the assigned contract of the transfer, and confirms that all required consents have been obtained.","Assignor shall, within [5] business days of the Effective Date, deliver written notice of this assignment to [COUNTERPARTY NAME] in the form attached as Exhibit A. This Agreement is conditioned upon receipt of the written consent of [COUNTERPARTY / THIRD PARTY] prior to the Effective Date.","Closing the assignment without first obtaining required third-party consents. Many commercial contracts and regulated assets require prior written consent for any assignment — proceeding without it can void the transfer entirely.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","States the jurisdiction whose law governs the agreement and the process for resolving disputes — arbitration, mediation, or litigation.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law provisions. Any dispute arising under this Agreement shall be resolved by [binding arbitration / litigation] in [CITY, JURISDICTION].","Choosing a governing law jurisdiction with no connection to either party or the assigned asset. Some jurisdictions have assignment-specific statutes — like UCC Article 9 in the US for security interests — that override contractual choices.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify both parties by their full legal names","Enter the assignor's and assignee's complete registered legal names, entity types, and jurisdiction of formation. Confirm these match corporate registry records before signing.","Request a certificate of good standing from both parties before execution — it confirms the entity exists, is in good standing, and is authorized to enter contracts.",{"step":345,"title":346,"description":347,"tip":348},2,"Write a precise description of the assigned rights","Identify the specific asset, contract, or IP being transferred with enough detail that a court or third party could identify it without additional context. Attach copies of the underlying documents as exhibits.","For IP assignments, include registration numbers, filing dates, and jurisdiction of registration. For contract assignments, attach a copy of the full original contract as Exhibit A.",{"step":350,"title":351,"description":352,"tip":353},3,"Check the underlying agreement for anti-assignment clauses","Review every contract or instrument being assigned for language that requires consent before assignment. Obtain any required consents in writing before executing this agreement.","Anti-assignment clauses in commercial leases and software licenses are especially common — missing one can void the entire transfer and expose you to breach of contract claims.",{"step":355,"title":356,"description":357,"tip":358},4,"State the consideration clearly","Enter the purchase price or other consideration being paid. If the consideration is non-monetary (e.g., debt forgiveness or equity), describe it with specificity and dollar equivalent where possible.","Even if the assignment is made as a gift or intra-company transfer, state 'for good and valuable consideration, receipt of which is acknowledged' to preserve enforceability.",{"step":360,"title":361,"description":362,"tip":363},5,"Define the effective date and closing conditions","Set a specific effective date. If the transfer is contingent on payment receipt, regulatory approval, or third-party consent, list each condition clearly and state what happens if a condition is not met.","Use a specific calendar date rather than 'upon signing' — in multi-step closings, 'upon signing' creates ambiguity about which signature triggers the transfer.",{"step":365,"title":366,"description":367,"tip":368},6,"Complete the representations and warranties sections","Have each party confirm its authority, the freedom of the asset from encumbrances, and the absence of undisclosed claims. Both parties should review these statements carefully — they create liability if untrue.","If either party cannot make a representation as written, negotiate a carve-out or qualification rather than deleting the clause — a blank section signals a hidden problem to the other party.",{"step":370,"title":371,"description":372,"tip":373},7,"Draft the indemnification and obligation split","Clearly state which party bears responsibility for claims arising before versus after the effective date. Include a cap on liability if appropriate for the transaction size.","For high-value assignments, cap indemnification at the purchase price — uncapped indemnification can make the transaction economically irrational if a large claim arises post-close.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute with wet or electronic signatures and notify counterparties","Both parties must sign and date the agreement. Deliver required notices to any counterparty within the timeframe stated in the agreement. Retain a fully executed copy in secure storage.","Timestamp electronic signatures with a certified e-signature platform to create an audit trail — in cross-border transactions, courts frequently examine the execution record when disputes arise.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Failing to check for anti-assignment restrictions","Assigning a contract that prohibits transfer without prior consent can void the assignment entirely and constitute a breach of the underlying contract, exposing the assignor to termination and damages.","Review every underlying contract for anti-assignment language before drafting this agreement. Obtain written consent from required counterparties and attach it as an exhibit.",{"mistake":385,"why_it_matters":386,"fix":387},"Using vague descriptions of the assigned rights","Generic descriptions like 'all rights and interests' without specific identification of the asset leave scope disputes unresolved and can cause courts to find the assignment incomplete.","Describe the assigned rights with enough precision that a third party unfamiliar with the deal could identify exactly what was transferred — include contract dates, registration numbers, and amounts.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting the assumption-of-obligations clause","Without a clear split of pre- and post-transfer obligations, both parties may face claims for the other's performance period, and the non-assigning counterparty may hold the assignor liable indefinitely.","State explicitly which obligations transfer to the assignee as of the effective date and which the assignor retains — and notify the counterparty of the split in writing.",{"mistake":393,"why_it_matters":394,"fix":395},"Closing before required third-party consents are received","Executing the agreement before all required consents are in hand creates a closing that is legally defective — the counterparty can treat the assignment as void and may terminate the underlying contract.","Make the effective date conditional on receipt of all required consents and include a deadline after which either party may walk away if consents are not obtained.",{"mistake":397,"why_it_matters":398,"fix":399},"No governing law clause or a mismatched jurisdiction","Without a governing law clause, courts apply conflict-of-law rules that may select an unexpected jurisdiction — one whose assignment statutes differ materially from what the parties intended.","Select a governing law jurisdiction that has a meaningful connection to the parties or the asset, and confirm that jurisdiction's assignment laws are compatible with the transaction structure.",{"mistake":401,"why_it_matters":402,"fix":403},"Using the same template for security assignments and absolute assignments","An absolute assignment transfers full ownership irrevocably; a security assignment transfers rights only as collateral and reverts on repayment. Conflating the two can create a disguised security interest that requires registration under UCC Article 9 or equivalent statutes.","Confirm upfront whether the transfer is absolute or conditional. If the assignor retains any right to reversion or redemption, use a security assignment or pledge agreement instead.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is an agreement of absolute transfer and assignment?","An agreement of absolute transfer and assignment is a legally binding document by which an assignor permanently and irrevocably transfers all rights, title, and interest in a specified asset, contract, or intellectual property to an assignee. Unlike a conditional or security assignment, an absolute assignment leaves the assignor with no remaining interest — once executed, the transfer cannot be undone unilaterally. It is commonly used in business acquisitions, IP sales, debt purchases, and contract transfers.\n",{"question":409,"answer":410},"What is the difference between an absolute assignment and a conditional assignment?","An absolute assignment is permanent and irrevocable — the assignor transfers full ownership with no right of reversion. A conditional assignment transfers rights subject to a condition, such as repayment of a debt, after which the rights revert to the assignor. The distinction matters legally because conditional assignments may be treated as security interests in some jurisdictions, requiring registration to be enforceable against third parties.\n",{"question":412,"answer":413},"What types of assets can be transferred under this agreement?","Virtually any assignable right or interest can be transferred — including contractual rights, intellectual property (patents, trademarks, copyrights, trade secrets), accounts receivable, insurance policy benefits, lease rights, business interests, and judgment claims. Assets that are expressly non-assignable by statute or contract — such as personal service contracts and certain government licenses — cannot be transferred without statutory or counterparty consent.\n",{"question":415,"answer":416},"Do I need the other party's consent to assign a contract?","It depends entirely on the language of the underlying contract. Most commercial contracts include anti-assignment clauses requiring prior written consent from the non-assigning party before any transfer. Assigning without required consent is typically a material breach that can void the assignment and terminate the underlying contract. Always review the underlying agreement and obtain any required consents in writing before executing an absolute assignment.\n",{"question":418,"answer":419},"What is the difference between assignment and novation?","Assignment transfers the assignor's rights to a third party but does not necessarily release the assignor from its obligations under the original contract. Novation goes further — it substitutes a new party entirely, releasing the original party from all obligations with the consent of all three parties. If the goal is a complete exit from the underlying contract, novation is typically required rather than assignment alone.\n",{"question":421,"answer":422},"Is consideration required for an absolute assignment to be enforceable?","In most common-law jurisdictions, consideration is required for a contract to be enforceable. An assignment of a legal chose in action (such as a debt or contractual right) is generally enforceable in equity even without consideration, but a written agreement supported by nominal consideration is significantly more defensible. Always include a consideration clause — even nominal consideration of $1 provides a cleaner record of the parties' intent and reduces enforceability challenges.\n",{"question":424,"answer":425},"Does an absolute assignment of IP need to be registered?","For patents and trademarks in the US, Canada, and the UK, an assignment should be recorded with the relevant IP office (USPTO, CIPO, or the UKIPO) to provide constructive notice to third parties and establish priority. Failure to record does not void the assignment between the parties, but an unrecorded assignee may lose priority to a subsequent bona fide purchaser who records first. Copyright assignments in the US must be in writing but do not require registration to be valid.\n",{"question":427,"answer":428},"Can an absolute assignment be reversed?","By definition, an absolute assignment is irrevocable — the assignor cannot unilaterally reclaim the transferred rights. Reversal requires a separate written agreement by which the assignee re-assigns the rights back to the original party, supported by new consideration. Courts will not imply a right of reversion from an absolute assignment absent clear contractual language — which is precisely why the irrevocability clause is so important.\n",{"question":430,"answer":431},"Do I need a lawyer for an absolute transfer and assignment agreement?","For straightforward assignments of low-value contractual rights between businesses, a well-drafted template is typically sufficient. Legal review is strongly recommended when the assigned asset is high-value, involves registered intellectual property, is connected to a regulated industry, requires third-party consents, or is part of a larger M&A or restructuring transaction. A 1–2 hour review by a commercial attorney typically costs $300–$800 and is worthwhile for any assignment exceeding $50,000 in value.\n",[433,437,441,444,448,452],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Absolute assignment of software IP, source code ownership, and SaaS subscription contracts during acquisitions or product portfolio sales.",{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Absolute assignment of loan portfolios, debt claims, and insurance policy benefits between lenders, debt purchasers, and insurers.",{"industry":112,"icon_asset_id":442,"specifics":443},"industry-real-estate","Assignment of purchase contracts, lease rights, and mortgage benefits — often requiring lender and landlord consent before execution.",{"industry":445,"icon_asset_id":446,"specifics":447},"Professional Services","industry-professional-services","Transfer of client contracts, retainer agreements, and professional service rights during firm mergers, acquisitions, or partner buyouts.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing","industry-manufacturing","Assignment of supply agreements, distribution rights, and technology licenses as part of business unit sales or joint venture formations.",{"industry":453,"icon_asset_id":454,"specifics":455},"Healthcare / MedTech","industry-healthtech","Transfer of patent rights for medical devices and pharmaceuticals, subject to FDA regulatory approval requirements and licensing restrictions.",[457,460,463,466],{"vs":231,"vs_template_id":458,"summary":459},"D{ASSIGNMENT_OF_CONTRACT_ID}","A standard assignment of contract transfers specific rights under an existing agreement but may not address the full range of obligations, representations, and indemnification terms covered in an absolute transfer and assignment agreement. An absolute transfer agreement is the more comprehensive instrument for high-value or complete transfers where the assignor is exiting entirely.",{"vs":235,"vs_template_id":461,"summary":462},"ip-assignment-agreement-D13283","An IP assignment agreement is purpose-built for transferring patents, trademarks, copyrights, and trade secrets, with registration and chain-of-title provisions specific to IP law. An absolute transfer and assignment agreement is broader and covers any assignable right or asset, including non-IP contractual rights. Use the IP-specific template when the only subject matter is registered or registrable intellectual property.",{"vs":253,"vs_template_id":464,"summary":465},"business-sale-agreement-D12997","A business sale agreement transfers the entire business — assets, liabilities, goodwill, and operations — as a going concern. An absolute transfer and assignment agreement transfers a specific identified right or asset, not the whole business. Use the business sale agreement for full company or business-unit transactions and this template for discrete asset or contract transfers.",{"vs":73,"vs_template_id":467,"summary":468},"assignment-of-lease-D12690","A lease assignment agreement is a specialized instrument for transferring leasehold interests, designed around landlord consent requirements, security deposit handling, and continued landlord-tenant obligations. An absolute transfer and assignment agreement is the general-purpose instrument; use the lease-specific template when the sole subject matter is a real property lease.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Straightforward assignment of low-to-mid-value contractual rights between two businesses with no third-party consent requirements","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Assignments involving registered IP, third-party consent requirements, or values above $50,000","$300–$800 (1–2 hours of commercial attorney review)","2–5 days",{"best_for":479,"cost":480,"time":481},"Complex multi-asset transfers, regulated industries, cross-border assignments, or transactions forming part of an M&A deal","$1,500–$5,000+","1–3 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","Assignment of contractual rights is generally governed by state contract law and, for security interests and accounts receivable, by UCC Article 9. Anti-assignment clauses are broadly enforceable, though courts in some states may limit enforcement when the restriction impairs free alienability. IP assignments must be recorded with the USPTO (patents, trademarks) to protect against subsequent bona fide purchasers. California has specific restrictions on assignment of certain employment-related IP under Labor Code §2870.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Assignment law in Canada is primarily governed by provincial statutes — notably the Personal Property Security Acts (PPSAs) in common-law provinces for security interests, and the Civil Code of Québec for assignments in that province. Absolute assignments of book debts and receivables may require registration under PPSA to be enforceable against third parties. Quebec's civil law system treats assignment of claims differently from common-law provinces, and French-language documentation may be required for provincially regulated entities.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","In England and Wales, an absolute assignment of a legal chose in action is enforceable under the Law of Property Act 1925 (s.136) provided it is in writing, absolute (not conditional), and notice is given to the debtor or counterparty. Equitable assignments are also recognized but provide weaker priority protections. Scotland has a distinct legal framework under Scots law requiring formal assignation and intimation to the debtor. IP assignments must be recorded at the UKIPO to bind third parties.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","Assignment law varies significantly across EU member states — French law, German law, and Spanish law each have distinct formality and notice requirements for transferring contractual claims. The EU Financial Collateral Directive harmonizes assignment of financial collateral across member states, but commercial contract assignments remain a matter of national law. GDPR imposes obligations when assigned assets include personal data — a data processing agreement or GDPR-compliant transfer mechanism may be required alongside the assignment.",[504,505,254,506,507,508,509,510,505,511,512,513],"ip-sale-agreement-D964","assignment-of-lease-by-lessee-with-consent-of-lessor-D1155","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","purchase-agreement-D12670","technology-licensing-agreement-D13434","secured-lumpsum-promissory-note-agreement-D13041","term-sheet-D473",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":95,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":526},"transfers-terminations-and-releases","agreement","general","all-stages",[521,522,523,524,525],"contract","legal","ownership","assignment","transfer-of-rights",0.95,"\u003Ch2>What is an Agreement of Absolute Transfer and Assignment?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Absolute Transfer and Assignment\u003C/strong> is a legally binding document by which an assignor permanently and irrevocably transfers all rights, title, and interest in a specified asset, contract, or intellectual property to an assignee. The defining characteristic of an absolute assignment — as distinct from a conditional or security assignment — is its finality: once executed, the assignor retains no residual interest, right of reversion, or claim to the transferred subject matter. The agreement governs the mechanics of the transfer, confirms the consideration paid, allocates obligations and liabilities between the parties, and records the representations each party makes to support the validity of the transfer.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Transferring rights or assets without a formal written agreement exposes both parties to significant legal risk. Without documented proof of the transfer, ownership disputes arise when the original assignor is later acquired, enters insolvency, or claims the transfer was incomplete. Anti-assignment clauses in underlying contracts can void an undocumented transfer — leaving the assignee holding an asset with no enforceable title. For intellectual property, an unrecorded assignment fails to put third parties on notice, creating the risk that a subsequent purchaser who records first obtains superior title. A properly drafted Agreement of Absolute Transfer and Assignment closes all of these gaps: it creates a clear, dated record of ownership transfer, allocates pre- and post-transfer liabilities with precision, and satisfies the written-instrument requirements that courts and IP registries impose on permanent transfers. This template gives you the professional structure to execute that transfer correctly and efficiently.\u003C/p>\n",1778773601459]