[{"data":1,"prerenderedAt":526},["ShallowReactive",2],{"document-agreement-to-assign-D936":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":525},{"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 TO ASSIGN This Agreement to Assign (the \"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Prospective 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: [PROSPECTIVE ASSIGNEE NAME] (the \"Prospective Assignee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS The parties declare: Prospective Assignor has entered into a lease agreement, as lessor, with [lessee], of [address], [city], [state], referred to as \"lessee.\" A copy of the lease agreement, containing a description of the premises, is attached to this agreement as Exhibit A.",null,"Agreement to Assign","1",32,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-to-assign-D936.png","https://templates.business-in-a-box.com/imgs/250px/936.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#936.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 to assign","Agreement to Assign 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Agreement","/template/industrial-design-assignment-agreement-D944","https://templates.business-in-a-box.com/imgs/250px/944.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":99,"url":100},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":115},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), 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: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":110,"description":6},"subcontract agreement",[112],{"label":113,"url":114},"Consultant & Contractors","consulting-contractor-business","/template/subcontract-agreement-D172",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":130,"url":131},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), 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: [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: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[126,127],{"label":17,"url":96},{"label":128,"url":129},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":105,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":146},"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. 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(Plaintiff and Defendant are referred to herein collectively as the \"Party\" or \"Parties.\") WHEREAS, a dispute has arisen between the Parties regarding the [ describe dispute briefly] (the \"Dispute\"); and, WHEREAS, Plaintiff has filed an action in court in the matter of [case number and index number], (the \"Litigation\"); and, WHEREAS, Plaintiff has complained of economic damages arising out of the Dispute, which are expressly denied by Defendant; and, WHEREAS, the Parties have agreed to resolve the Dispute and the Litigation; and, WHEREFORE, intending to be legally bound, the Parties hereby agree as follows: SETTLEMENT PAYMENT 1.1. Defendant shall pay Plaintiff a total of $ [AMOUNT]. 1.2. At the time of the Parties' signing of this Agreement, Defendant shall have sent by hand delivery a bank check in the amount of $ [AMOUNT] (the \"Settlement Payment\") to the office of Plaintiff's attorney, [PLAINTIFF'S ATTORNEY], by [DELIVERY DATE]. 1.3. After the delivery of the Settlement Payment, Plaintiff shall execute an original and one copy of this Agreement and send to Defendant. Defendant shall execute and return a fully executed original of this Agreement to Plaintiff's counsel. Within one court day of receiving such fully executed Agreement and payment, Plaintiff will file a Stipulation of Discontinuance with the [COURT]. MUTUAL RELEASE In consideration for the Settlement Payment described in paragraph 1 above and other good and valuable consideration, receipt of which is hereby acknowledged, Plaintiff does hereby release, acquit, and forever discharge Defendant from any and all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Plaintiff does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. Defendant does hereby release, cancel, forgive and forever discharge Plaintiff and each of her holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee, representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Defendant does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. DISMISSAL OF LAWSUIT ","General Release and Settlement Agreement","https://templates.business-in-a-box.com/imgs/1000px/general-release-and-settlement-agreement-D12554.png","https://templates.business-in-a-box.com/imgs/250px/12554.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12554.xml",{"title":154,"description":6},"general release and settlement agreement",[156,157],{"label":17,"url":96},{"label":158,"url":159},"Release Agreements","release-agreement","general release settlement agreement","/template/general-release-and-settlement-agreement-D12554",{"description":163,"descriptionCustom":6,"label":164,"pages":135,"size":105,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":173,"url":174},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":169,"description":6},"letter of intent_acquisition of business",[171,172],{"label":17,"url":96},{"label":17,"url":96},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":177,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":253,"clauses":287,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":455,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":513,"classification":514},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Agreement To Assign Template (Free Word)","Free Agreement to Assign template for transferring contracts, leases, or rights to a third party. Download in Word, edit online, or export as PDF. Free Word and PDF download.","agreement to assign template",[182,183,184,185,186,187],"contract assignment agreement","assignment of rights template","agreement to assign word template","assignment agreement free download","business assignment agreement","transfer of rights agreement",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":175},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"An Agreement to Assign is a legally binding document through which one party (the assignor) transfers their rights, benefits, or obligations under an existing contract or agreement to a third party (the assignee). This free Word download gives you a professionally structured template you can edit online and export as PDF — covering identification of the assigned interest, consent requirements, warranties, indemnification, and governing law.\n","Use it whenever a party to an existing contract needs to transfer their position to another entity — such as when selling a business, restructuring operations, subletting a commercial lease, or transferring intellectual property rights as part of a deal. It is also used when a lender assigns a loan or when a service provider delegates a contract to a successor firm.\n","Identification of the original contract being assigned, full details of the assignor and assignee, scope and effective date of the assignment, representations and warranties from both parties, any required consent from the counterparty, indemnification obligations, and governing law with signature blocks for all parties.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Business owners selling a company","Transferring vendor, supplier, and client contracts to the buyer at closing","persona-small-business-owner",{"title":205,"use_case":206,"icon_asset_id":207},"Commercial tenants","Assigning a commercial lease to a new occupant when relocating or selling","persona-commercial-tenant",{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Assigning IP rights or licensing agreements to an acquiring entity","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"Lenders and financial institutions","Assigning loan agreements or promissory notes to another lender or servicer","persona-lender",{"title":217,"use_case":218,"icon_asset_id":219},"Real estate investors","Assigning purchase contracts to a co-investor or end buyer before closing","persona-real-estate-investor",{"title":221,"use_case":222,"icon_asset_id":223},"Operations directors","Transferring service agreements to a successor entity after a corporate restructure","persona-operations-director",[225,229,233,237,241,245,249],{"situation":226,"recommended_template":227,"slug":228},"Assigning a commercial lease to a new tenant","Assignment of Lease Agreement","lease-assignment-agreement-D13021",{"situation":230,"recommended_template":231,"slug":232},"Transferring intellectual property rights to a purchaser","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":234,"recommended_template":235,"slug":236},"Assigning a real estate purchase contract to another buyer","Assignment of Purchase Agreement","asset-transfer-and-sale-agreement-brand-D861",{"situation":238,"recommended_template":239,"slug":240},"Transferring a debt or receivable to a collection agency or buyer","Assignment of Debt Agreement","agreement-to-extend-debt-payment-D179",{"situation":242,"recommended_template":243,"slug":244},"Delegating specific contractual obligations (not rights) to a subcontractor","Subcontractor Agreement","subcontract-agreement-D172",{"situation":246,"recommended_template":247,"slug":248},"Assigning a complete business acquisition including all contracts and assets","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":250,"recommended_template":251,"slug":252},"Transferring a service contract to a successor service provider","Assignment of Service Agreement","assignment-agreement-D12542",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Assignor","The party who currently holds rights or obligations under an existing contract and transfers them to another party.",{"term":258,"definition":259},"Assignee","The party receiving the assigned rights, benefits, or obligations from the assignor under the agreement.",{"term":261,"definition":262},"Obligor","The counterparty in the original contract whose performance obligations remain in place after the assignment occurs.",{"term":264,"definition":265},"Anti-Assignment Clause","A provision in the original contract that prohibits or restricts one party from assigning their rights without prior written consent from the other party.",{"term":267,"definition":268},"Novation","A separate legal process that replaces a party to a contract entirely, extinguishing the original party's obligations — unlike an assignment, where the assignor may retain residual liability.",{"term":270,"definition":271},"Consent to Assignment","Written permission from the counterparty (obligor) in the original contract confirming they agree to the transfer of rights or obligations to the assignee.",{"term":273,"definition":274},"Retained Liability","The situation where the assignor remains liable to the obligor for performance if the assignee fails to fulfill the assigned obligations.",{"term":276,"definition":277},"Effective Date","The specific calendar date on which the assignment takes legal effect and the assignee steps into the assignor's position.",{"term":279,"definition":280},"Representations and Warranties","Statements of fact made by the assignor confirming that the assigned contract is valid, in good standing, and free of undisclosed encumbrances at the time of assignment.",{"term":282,"definition":283},"Indemnification","A contractual obligation by one party to compensate the other for losses, claims, or liabilities arising from a breach of the agreement or a pre-assignment default.",{"term":285,"definition":286},"Consideration","The value exchanged between the assignor and assignee to make the assignment legally binding — this may be a payment, assumption of obligations, or nominal consideration such as one dollar.",[288,293,298,302,307,312,317,322,326,331],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and Recitals","Identifies the assignor, assignee, and the original counterparty (obligor), and provides background context — the original contract being assigned and the commercial reason for the transfer.","This Agreement to Assign ('Agreement') is entered into as of [DATE] between [ASSIGNOR LEGAL NAME] ('Assignor') and [ASSIGNEE LEGAL NAME] ('Assignee'). The Assignor is a party to that certain [DESCRIPTION OF ORIGINAL CONTRACT] dated [ORIGINAL CONTRACT DATE] with [OBLIGOR LEGAL NAME] ('Original Contract').","Using trade names rather than registered legal entity names for any party. Enforcement against the wrong entity can fail at court, and the assignment may be void if the named party is not the actual contracting party.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Description and Scope of Assignment","Defines precisely what is being assigned — whether the full contract, specific rights only, specific obligations, or a defined portion of the economic interest — and what is expressly excluded.","Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to the Original Contract, including all benefits, claims, and rights to receive payments thereunder, effective as of [EFFECTIVE DATE]. The following rights are expressly excluded from this assignment: [LIST EXCLUSIONS OR 'None'].","Assigning 'all rights' without reviewing the original contract for anti-assignment clauses. If the original contract requires consent and consent was not obtained, the assignment is void and the assignor may be in breach.",{"name":285,"plain_english":299,"sample_language":300,"common_mistake":301},"States the value exchanged for the assignment — a cash payment, assumption of liabilities, an offset against a larger transaction, or nominal consideration where the assignment is part of a broader deal.","In consideration of [PAYMENT AMOUNT / the mutual covenants herein / the sum of $1 and other good and valuable consideration], the receipt and sufficiency of which are hereby acknowledged, Assignor agrees to assign the Original Contract as set out herein.","Omitting a consideration clause entirely on the assumption that the assignment is part of a larger deal. Courts require at least nominal consideration to enforce a stand-alone assignment agreement.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Consent of Obligor","Records whether the counterparty to the original contract has consented to the assignment and, if so, attaches or incorporates that consent as evidence.","The Obligor's written consent to this assignment is attached hereto as Schedule A and forms part of this Agreement. The Assignor represents that no other consent is required to effect a valid assignment of the Original Contract.","Proceeding with an assignment where the original contract requires consent without first obtaining it in writing. Verbal consent is rarely sufficient; an assignment without required written consent is typically voidable by the obligor.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Representations and Warranties of the Assignor","The assignor's factual statements confirming that the original contract is valid and enforceable, that the assignor has the authority to assign, that there are no existing defaults, and that no undisclosed encumbrances affect the assigned interest.","Assignor represents and warrants that: (a) the Original Contract is in full force and effect and has not been amended except as disclosed; (b) Assignor is not in default under the Original Contract; (c) Assignor has full authority to enter into this Agreement; and (d) the assigned interest is free and clear of any lien, pledge, or encumbrance.","Omitting the 'no default' representation. If the original contract is already in breach at the time of assignment, the assignee inherits a defective position and has no recourse without an express warranty.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Assumption of Obligations by Assignee","States whether the assignee is taking on the assignor's performance obligations under the original contract going forward, or whether only rights and benefits are being transferred.","Assignee hereby assumes and agrees to perform all obligations of Assignor under the Original Contract arising on or after the Effective Date. Assignee shall indemnify and hold harmless Assignor from any claims arising from Assignee's failure to perform such assumed obligations.","Failing to clearly distinguish between an assignment of rights only versus a full assumption of obligations. If the assignee does not expressly assume obligations, the assignor remains liable to the obligor for any post-assignment non-performance.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Retained Liability and Release","Addresses whether the assignor retains any ongoing liability to the obligor after the effective date and whether the obligor releases the assignor from future performance obligations.","Unless the Obligor has executed a written novation releasing the Assignor from all future obligations, Assignor acknowledges that it may remain secondarily liable to the Obligor for performance of the Original Contract. Assignee agrees to perform all post-assignment obligations and to indemnify Assignor for any liability arising therefrom.","Assuming that executing an assignment agreement releases the assignor from the original contract. Without a novation signed by the obligor, the assignor typically remains liable if the assignee defaults.",{"name":282,"plain_english":323,"sample_language":324,"common_mistake":325},"Each party agrees to compensate the other for losses arising from their own breaches — the assignor indemnifies for pre-assignment defaults; the assignee indemnifies for post-assignment failures.","Assignor shall indemnify Assignee against any claims, losses, or damages arising from any breach of the Original Contract prior to the Effective Date. Assignee shall indemnify Assignor against any claims arising from Assignee's non-performance of assumed obligations after the Effective Date.","Using a one-sided indemnification that only protects the assignee. If the assignor breached the original contract before the assignment, the assignee faces exposure it cannot recover without a matching indemnity.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and how disputes are handled — litigation, arbitration, or mediation — and in which venue.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-laws rules. Any dispute arising under this Agreement shall be resolved by [binding arbitration / litigation] in [CITY / COUNTY / JURISDICTION].","Selecting a governing law that differs from the governing law in the original contract. Conflicting governing law clauses can create ambiguity about which jurisdiction's rules apply to disputes involving the assigned rights.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Entire Agreement and Amendments","Confirms that the agreement (including any attached schedules) is the complete and final expression of the parties' understanding regarding the assignment, superseding any prior oral or written representations.","This Agreement, together with any schedules attached hereto, constitutes the entire agreement between the parties with respect to the assignment of the Original Contract and supersedes all prior negotiations, representations, and understandings. This Agreement may not be amended except by written instrument signed by both parties.","Omitting the entire-agreement clause when the assignment was negotiated informally over email. Without it, prior email threads and verbal commitments can be introduced as terms of the agreement in a dispute.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify all parties using their registered legal names","Enter the full registered legal name of the assignor, the assignee, and the obligor (the counterparty in the original contract). Include entity type — corporation, LLC, partnership — and jurisdiction of incorporation for each.","Pull each entity name directly from your corporate registry filing or the original contract signature block. A mismatch voids enforcement.",{"step":343,"title":344,"description":345,"tip":346},2,"Describe the original contract precisely","Reference the original contract by its full title, execution date, and the parties to it. Attach a copy as a schedule if the obligor is also signing the assignment consent.","If the original contract has been amended, list all amendments by date so the assignee takes the fully amended position, not just the base agreement.",{"step":348,"title":349,"description":350,"tip":351},3,"Review the original contract for anti-assignment clauses","Before completing the scope-of-assignment clause, locate any assignment restriction in the original contract. Determine whether consent is required, whether it can be withheld, and what form consent must take.","Some contracts deem a change of control of the contracting party to be an assignment — review change-of-control definitions if this assignment follows a business sale.",{"step":353,"title":354,"description":355,"tip":356},4,"Obtain written consent from the obligor if required","Draft a short consent letter or complete Schedule A of the template, have the obligor execute it, and attach it to the agreement before the assignment is signed. File the signed consent with your transaction records.","Get the obligor's consent before executing the main agreement — not after. An assignment signed before consent is received may be voidable even if consent arrives later.",{"step":358,"title":359,"description":360,"tip":361},5,"Define the scope: rights only, or rights and obligations","Decide whether the assignee is taking on the assignor's performance obligations going forward or only receiving the benefits. State clearly what is included and what — if anything — is excluded.","Lenders and investors typically want rights and economic benefits only. Buyers in a business acquisition typically assume all obligations. Mixing the two without clear language creates post-closing disputes.",{"step":363,"title":364,"description":365,"tip":366},6,"Complete the representations and indemnification clauses","Confirm the assignor's warranties are accurate as of the effective date — no defaults, no undisclosed encumbrances. Then split the indemnification cleanly: assignor covers pre-effective-date liabilities; assignee covers post-effective-date performance failures.","If the assignor cannot honestly make the 'no default' warranty, disclose the known defaults in a schedule and carve them out of the warranty rather than omitting the warranty altogether.",{"step":368,"title":369,"description":370,"tip":371},7,"Set the effective date and sign before it arrives","Enter a specific calendar date on which the assignment takes effect. Both the assignor and assignee must sign before or on that date. Retroactive effective dates require careful drafting and are unenforceable in some jurisdictions.","If the assignment is part of a larger transaction closing, tie the effective date to the closing date using a condition — 'effective upon the closing of [TRANSACTION]' — rather than a fixed calendar date.",{"step":373,"title":374,"description":375,"tip":376},8,"Notify the obligor and file records","Even when consent was obtained in advance, send a formal notice to the obligor confirming the effective date and providing the assignee's contact details for future correspondence and payments.","In some jurisdictions, an assignment is not effective against the obligor until they receive written notice — sending notice is not a courtesy, it is a legal step.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Ignoring anti-assignment clauses in the original contract","Assigning a contract that prohibits assignment without consent renders the assignment void and places the assignor in breach of the original contract, potentially triggering termination rights in the obligor.","Review the original contract for assignment restrictions before drafting the agreement. Obtain the obligor's written consent and attach it as a schedule before either party signs.",{"mistake":383,"why_it_matters":384,"fix":385},"Failing to obtain consent in writing before execution","Verbal or informal consent from the obligor is routinely disputed after the fact, leaving the assignee in a position that cannot be enforced and exposing the assignor to breach liability.","Use a formal written consent letter or Schedule A signed by the obligor before the assignment agreement is executed by the other parties.",{"mistake":387,"why_it_matters":388,"fix":389},"Assuming the assignment releases the assignor from the original contract","Without a novation — a separate agreement signed by the obligor releasing the assignor — the assignor remains secondarily liable for performance if the assignee defaults. This surprise liability can be material in long-term contracts.","Either negotiate a novation with the obligor at the same time as the assignment, or include an express indemnification from the assignee covering any post-assignment liability the assignor incurs.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting the effective date or leaving it as a blank","An undated assignment creates uncertainty about when the assignee's rights begin and when the assignor's obligations end — disputes over this gap are common in business sales and real estate transactions.","Always insert a specific calendar date or tie the effective date to a defined triggering event such as a transaction closing.",{"mistake":395,"why_it_matters":396,"fix":397},"Using trade names instead of registered legal entity names","An assignment naming 'Acme Consulting' rather than 'Acme Consulting Inc.' may be unenforceable if the legal entity cannot be conclusively identified, particularly in cross-border or multi-entity group structures.","Confirm each party's full registered legal name, entity type, and jurisdiction before completing the parties clause.",{"mistake":399,"why_it_matters":400,"fix":401},"Not specifying whether obligations are assumed alongside rights","A silent assignment — one that transfers rights without addressing obligations — leaves the obligor uncertain about who owes them performance and the assignor exposed to ongoing liability it believed it had shed.","Add an explicit assumption-of-obligations clause if the assignee is taking over performance duties, or a clear carve-out confirming only rights are assigned and the assignor retains all obligations.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is an Agreement to Assign?","An Agreement to Assign is a legal document through which one party — the assignor — transfers their rights, benefits, or obligations under an existing contract to a third party known as the assignee. It creates a binding record of the transfer, defines what is and is not being assigned, and allocates liability between the assignor and assignee for pre- and post-assignment performance. It is commonly used in business sales, commercial lease transfers, IP transactions, and loan assignments.\n",{"question":407,"answer":408},"What is the difference between an assignment and a novation?","An assignment transfers rights and benefits from one party to another but does not automatically release the assignor from their obligations to the original counterparty. A novation goes further — it replaces the assignor entirely with the assignee as a contracting party, releasing the assignor from all future liability. Novation requires the consent and signature of the original counterparty; a simple assignment typically does not, unless the original contract requires it. If full release of the assignor is the goal, pursue a novation rather than a plain assignment.\n",{"question":410,"answer":411},"Do I need the other party's consent to assign a contract?","It depends on what the original contract says. Many commercial contracts contain anti-assignment clauses requiring written consent from the counterparty before any assignment is valid. Assigning without required consent renders the assignment void and may constitute a breach of the original contract. Always review the original contract for assignment restrictions before proceeding, and obtain consent in writing if required.\n",{"question":413,"answer":414},"Can all types of contracts be assigned?","Most contracts can be assigned unless the contract expressly prohibits it or the assignment would materially change the obligor's obligations — for example, personal services contracts where the identity of the performing party is fundamental. In most jurisdictions, the right to receive money (such as under a sales contract) is freely assignable even without consent, but the right to demand performance of a personal obligation may not be.\n",{"question":416,"answer":417},"What happens to the assignor after the assignment is complete?","Unless the obligor has signed a novation releasing the assignor, the assignor typically remains secondarily liable for performance under the original contract. This means that if the assignee defaults, the obligor can still look to the assignor for damages. The assignment agreement should therefore include an indemnification clause obligating the assignee to cover any liability the assignor incurs as a result of the assignee's post-assignment non-performance.\n",{"question":419,"answer":420},"Is an Agreement to Assign the same as an Assignment Agreement?","The two terms are used interchangeably in most commercial contexts. An Agreement to Assign typically refers to a document formalizing an agreement to complete an assignment at a future date or upon a condition being satisfied, while an Assignment Agreement is the instrument that effects the transfer immediately. In practice, many templates — including this one — combine both functions in a single document with a defined effective date.\n",{"question":422,"answer":423},"Does an assignment agreement need to be notarized?","Notarization is not required for most commercial assignment agreements in common-law jurisdictions. However, assignments of real property interests or recorded documents — such as mortgages, deeds of trust, or patent registrations — may require notarization or registration with the relevant authority to be effective against third parties. Check the requirements of the specific asset type and jurisdiction before relying on an unnotarized document.\n",{"question":425,"answer":426},"What consideration is needed for an assignment agreement?","Some form of consideration is required to make an assignment agreement legally enforceable as a binding contract. In a business sale, the consideration is typically part of the purchase price. In a standalone assignment, it may be a specific payment, the assumption of obligations, or nominal consideration such as one dollar and mutual covenants. Including a consideration clause — even if the amount is nominal — is essential and should never be left blank.\n",{"question":428,"answer":429},"Do I need a lawyer to prepare an Assignment Agreement?","For straightforward assignments of standard commercial contracts where the original contract permits assignment and no material obligations are changing hands, a well-structured template is a reasonable starting point. Legal review is strongly recommended when the original contract is complex, the assigned interest is high-value (real estate, IP portfolios, loan books), the assignment is part of a business acquisition, or the parties are in multiple jurisdictions with conflicting governing law.\n",[431,435,439,443,447,451],{"industry":432,"icon_asset_id":433,"specifics":434},"Real Estate","industry-real-estate","Assignment of purchase contracts and commercial leases requires obligor consent in most jurisdictions and may trigger transfer tax or registration requirements.",{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Software licenses, SaaS agreements, and IP rights are frequently assigned in M&A and acqui-hire transactions; license agreements often include change-of-control provisions that function as anti-assignment clauses.",{"industry":440,"icon_asset_id":441,"specifics":442},"Financial Services","industry-fintech","Loan assignments and receivables transfers are governed by UCC Article 9 in the US and require specific notice and perfection steps to be effective against the debtor and third-party creditors.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional Services","industry-professional-services","Service contracts with personal performance obligations — consulting, legal, or advisory — are often non-assignable without client consent; firm mergers and acquisitions require client-by-client consent processes.",{"industry":448,"icon_asset_id":449,"specifics":450},"Manufacturing and Supply Chain","industry-manufacturing","Supply agreements and distribution contracts are routinely assigned in divestitures; obligors scrutinize assignee creditworthiness and operational capacity before consenting.",{"industry":452,"icon_asset_id":453,"specifics":454},"Healthcare","industry-healthtech","Provider agreements with insurers and government payers are subject to strict anti-assignment rules and credentialing requirements; assignment of a payer contract without prior approval typically voids the contract.",[456,460,463,466],{"vs":457,"vs_template_id":458,"summary":459},"Novation Agreement","D{NOVATION_AGREEMENT_ID}","A novation replaces the assignor as a contracting party entirely, releasing them from all future obligations with the obligor's consent. An Agreement to Assign transfers rights and may transfer obligations, but does not automatically release the assignor. Use a novation when the goal is a clean break; use an assignment when the assignor is willing to retain secondary liability or when the obligor's consent to a full release cannot be obtained.",{"vs":243,"vs_template_id":461,"summary":462},"subcontractor-agreement-D12732","A subcontractor agreement delegates specific performance obligations to a third party without transferring the original party's contractual position. The original party remains directly liable to the client. An Agreement to Assign transfers the contracting position itself. Use a subcontractor agreement when you want help delivering; use an assignment when you want to exit the contract entirely.",{"vs":247,"vs_template_id":464,"summary":465},"business-purchase-agreement-D858","A Business Purchase Agreement governs the sale of an entire business including assets, liabilities, and contracts in bulk. An Agreement to Assign handles the transfer of a single specific contract or right. A business sale typically generates multiple individual assignment agreements as schedules to the main purchase agreement.",{"vs":227,"vs_template_id":467,"summary":468},"assignment-of-lease-agreement-D892","An Assignment of Lease is a specialized assignment document designed specifically for transferring commercial or residential lease obligations to a new tenant. It addresses landlord consent, lease terms, and security deposit handling in detail. Use the lease-specific template when assigning a tenancy; use the general Agreement to Assign for all other contract transfers.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Standard commercial contract assignments where consent is already obtained and the assigned interest is straightforward","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Assignments involving significant obligations, cross-border parties, or contracts that are part of a business sale or restructuring","$300–$800","2–5 days",{"best_for":479,"cost":480,"time":481},"High-value assignments — real estate portfolios, IP portfolios, loan books — or complex multi-party transactions with regulatory implications","$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","Under the UCC, assignments of rights under contracts for the sale of goods are generally permitted unless prohibited by agreement. Anti-assignment clauses in commercial contracts are enforceable. Assignments of security interests and receivables must be perfected under UCC Article 9 to have priority over third parties. California and New York have specific rules on the assignability of personal services contracts.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Assignment law in Canada is governed by common law in most provinces, with Quebec following civil law rules under the Civil Code. Assignments of contractual rights are generally valid unless prohibited by the contract or by statute. In Quebec, assignment of a claim requires notification to the debtor to be enforceable against them. Provincial consumer protection legislation may restrict assignment of consumer contracts.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","Under English law, the benefit of a contract (rights) can generally be assigned without consent unless restricted. The burden (obligations) cannot be assigned without the obligor's agreement — only novation achieves a full transfer of obligations. An equitable assignment takes effect when notice is given to the obligor; a legal assignment under the Law of Property Act 1925 requires the assignment to be in writing and absolute. Scotland follows separate property law principles.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","Assignment rules vary significantly across EU member states. Under German law, claims are freely assignable unless restricted by agreement or by the nature of the obligation. French law requires that assignments of receivables (cessions de créances) be notified to the debtor to bind them. GDPR applies where the assigned contract involves personal data processing, potentially requiring a new data processing agreement with the assignee.",[228,504,244,248,505,506,507,508,509,510,511,512],"intellectual-property-assignment-D5229","non-disclosure-agreement-nda-D12692","general-release-and-settlement-agreement-D12554","letter-of-intent_acquisition-of-business-D5197","service-agreement-D12711","independent-contractor-agreement-D160","asset-purchase-agreement-D928","joint-venture-agreement-D889","assignment-of-lease-by-lessee-with-consent-of-lessor-D1155",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":96,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":524},"transfers-terminations-and-releases","agreement","general","all-stages",[516,520,521,522,523],"legal","assignment","contract-transfer","indemnification",0.95,"\u003Ch2>What is an Agreement to Assign?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement to Assign\u003C/strong> is a legally binding document through which one party — the \u003Cstrong>assignor\u003C/strong> — formally transfers their rights, benefits, or obligations under an existing contract to a third party known as the \u003Cstrong>assignee\u003C/strong>. The agreement identifies the original contract being assigned, records any required consent from the counterparty (the obligor), defines precisely what is and is not being transferred, and allocates responsibility for pre- and post-assignment performance between the assignor and assignee. Unlike an informal notice of transfer, a properly executed Agreement to Assign creates an enforceable record that protects all parties and governs how disputes are resolved if the assignment is ever challenged.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Transferring a contractual position without a formal written agreement is one of the most preventable sources of post-transaction litigation in commercial practice. Without a signed Agreement to Assign, the obligor can refuse to recognize the transfer, the assignor may remain indefinitely liable for obligations they believed they had shed, and the assignee has no documented basis for asserting the rights they paid for. In business sales, restructurings, and real estate deals, an undocumented assignment can unravel entire transactions when the counterparty disputes the transfer or a court finds that required consent was never properly obtained. This template gives you a structured, professionally drafted starting point that captures all material terms — scope, consent, warranties, indemnification, and governing law — so that every party's position is unambiguous from the effective date forward.\u003C/p>\n",1781186040380]