[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-assignment-agreement-D12542":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":172,"customdescription":6,"mdFm":173,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"ASSIGNMENT This assignment 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\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Agreed terms Definition and Interpretation The definitions and rules of interpretation in this clause apply in this agreement. Assigned Rights: any and all Intellectual Property Rights that have arisen or will arise in the name of the Assignor as a result of any work done for the Assignee and/or during the Engagement. Engagement: has the meaning given to it in the background of this agreement. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Assignment In consideration of the sum of $[SPECIFY], the Assignor hereby assigns to the Assignee absolutely with full title guarantee any and all his right, title and interest in and to the Assigned Rights, including: the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Intellectual Property Rights; any and all goodwill attaching to the Intellectual Property Rights; and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this agreement. To the extent that the Assignor owns or controls (presently or in the future) any Intellectual Property Rights that block or interfere with the rights assigned to the Assignee under this agreement (\"Related Rights\"), the Assignor hereby grants or will cause to be granted to the Assignee a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide licence (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable the Assignee to exercise all of the rights assigned to the Assignee under this agreement. Warranties The Assignor warrants that: he is the legal and beneficial owner of, and owns all the rights and interests in, the Assigned Rights; he has not licensed or assigned any of the Assigned Rights; the Assigned Rights are free from any security interest, option, mortgage, charge or lien;",null,"Assignment Agreement","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/assignment-agreement-D12542.png","https://templates.business-in-a-box.com/imgs/250px/12542.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12542.xml",{"title":15,"description":6},"assignment agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Transfer & Assignment Agreements","/templates/transfer-assignment-agreement/","Assignment Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12542.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[36,40,44,48,52,56,60,64,68,72,76,80,84,101,115,130,144,159],{"label":37,"url":38,"thumb":39,"extension":10},"Lease Assignment Agreement","/template/lease-assignment-agreement-D13021","https://templates.business-in-a-box.com/imgs/250px/13021.png",{"label":41,"url":42,"thumb":43,"extension":10},"Technology Assignment Agreement","/template/technology-assignment-agreement-D765","https://templates.business-in-a-box.com/imgs/250px/765.png",{"label":45,"url":46,"thumb":47,"extension":10},"Invention Assignment Agreement","/template/invention-assignment-agreement-D12691","https://templates.business-in-a-box.com/imgs/250px/12691.png",{"label":49,"url":50,"thumb":51,"extension":10},"Industrial Design Assignment Agreement","/template/industrial-design-assignment-agreement-D944","https://templates.business-in-a-box.com/imgs/250px/944.png",{"label":53,"url":54,"thumb":55,"extension":10},"Domain Name Assignment Agreement","/template/domain-name-assignment-agreement-D771","https://templates.business-in-a-box.com/imgs/250px/771.png",{"label":57,"url":58,"thumb":59,"extension":10},"Technology Transfer Agreement","/template/technology-transfer-agreement-D919","https://templates.business-in-a-box.com/imgs/250px/919.png",{"label":61,"url":62,"thumb":63,"extension":10},"Transfer Agreement Intercompanies","/template/transfer-agreement-intercompanies-D921","https://templates.business-in-a-box.com/imgs/250px/921.png",{"label":65,"url":66,"thumb":67,"extension":10},"Assignment of Contract","/template/assignment-of-contract-D939","https://templates.business-in-a-box.com/imgs/250px/939.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},"Stock Transfer Agreement","/template/stock-transfer-agreement-D14069","https://templates.business-in-a-box.com/imgs/250px/14069.png",{"label":77,"url":78,"thumb":79,"extension":10},"Shares Transfer Agreement Short","/template/shares-transfer-agreement-short-D346","https://templates.business-in-a-box.com/imgs/250px/346.png",{"label":81,"url":82,"thumb":83,"extension":10},"Asset Transfer and Sale Agreement Brand","/template/asset-transfer-and-sale-agreement-brand-D861","https://templates.business-in-a-box.com/imgs/250px/861.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},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 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: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), 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 Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":97,"url":98},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":114},"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","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":109,"description":6},"subcontract agreement",[111],{"label":112,"url":113},"Consultant & Contractors","consulting-contractor-business","/template/subcontract-agreement-D172",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":9,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":129},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), 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 the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":123,"description":6},"software license agreement",[125,126],{"label":18,"url":95},{"label":127,"url":128},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":131,"descriptionCustom":6,"label":132,"pages":8,"size":9,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"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","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":137,"description":6},"non disclosure agreement nda",[139,140],{"label":18,"url":95},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":9,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":152,"url":158},"INTELLECTUAL PROPERTY (IP) AGREEMENT This Intellectual Property Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [COMPANY NAME], (\"Company\"), an individual with their 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] AND: [EMPLOYEE/CONTRACTOR NAME], (\"Party\") an individual with their 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] PURPOSE OF THE AGREEMENT The Parties agree to establish the terms and conditions governing the creation, ownership, and use of intellectual property developed by the Party during the course of their engagement with the Company. DEFINITIONS 2.1 Intellectual Property (IP): Any work, creation, invention, innovation, discovery, or design, whether patentable or not, and any related rights, such as copyrights, trademarks, trade secrets, and any other intellectual property rights. OWNERSHIP OF INTELLECTUAL PROPERTY 3.1 Any IP created by the Party in the course of their engagement with the Company shall be owned exclusively by the Company. This includes, but is not limited to, any IP created during working hours, using Company resources, or related to the Company's business activities. ASSIGNMENT OF IP RIGHTS 4","Intellectual Property Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-agreement-D13716.png","https://templates.business-in-a-box.com/imgs/250px/13716.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13716.xml",{"title":152,"description":6},"intellectual property agreement",[154,155],{"label":18,"url":95},{"label":156,"url":157},"Partnership Agreements","partnership-agreement","/template/intellectual-property-agreement-D13716",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":170,"url":171},"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},[169],{"label":112,"url":113},"independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":174,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":287,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":507,"classification":508},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Assignment Agreement Template | Free Word Download","Free assignment agreement template to transfer contract rights and obligations between parties. Download in Word, edit online, or export as PDF.","assignment agreement template",[179,180,181,182,183,184,185,186],"assignment agreement template word","assignment agreement template free","contract assignment agreement","assignment of rights agreement","assignment and assumption agreement","intellectual property assignment agreement","assignment agreement pdf","business assignment agreement",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":172},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"An Assignment Agreement is a legally binding contract that transfers a party's rights, benefits, and — where included — obligations under an existing contract or asset to a third party. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF to execute the transfer of contracts, intellectual property, leases, or other business assets.\n","Use it when a business is sold or restructured and existing contracts must transfer to a new owner, when a contractor assigns deliverables or IP to a client, when a lender transfers a loan, or when a tenant assigns a lease to a new occupant. Any time rights under an agreement change hands, this document creates the enforceable paper trail.\n","Identification of assignor, assignee, and obligor; a description of the assigned rights and the underlying agreement; consent and notice provisions; representations and warranties; assumption of obligations; indemnification; governing law; and signature blocks for all required parties.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Business owners selling or restructuring","Transferring vendor, client, and supplier contracts to a buyer in an asset sale","persona-small-business-owner",{"title":204,"use_case":205,"icon_asset_id":206},"Startup founders","Assigning founder-created IP to the company entity before a funding round","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Commercial landlords and tenants","Formally assigning a commercial lease when a business changes hands","persona-landlord",{"title":212,"use_case":213,"icon_asset_id":214},"Freelancers and agencies","Transferring copyright and deliverable ownership to the commissioning client","persona-freelancer",{"title":216,"use_case":217,"icon_asset_id":218},"Lenders and financial institutions","Assigning loan receivables or promissory notes to a secondary market buyer","persona-lender",{"title":220,"use_case":221,"icon_asset_id":222},"M&A and legal professionals","Documenting bulk contract assignments as part of a merger or acquisition close","persona-legal-professional",[224,227,231,235,239,243,246],{"situation":225,"recommended_template":37,"slug":226},"Assigning a commercial lease from an outgoing to an incoming tenant","lease-assignment-agreement-D13021",{"situation":228,"recommended_template":229,"slug":230},"Transferring intellectual property rights from creator to a company","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":232,"recommended_template":233,"slug":234},"Assigning a sales or service contract to a successor business","Contract Assignment Agreement","assignment-agreement-D12542",{"situation":236,"recommended_template":237,"slug":238},"Transferring a promissory note or loan to a third-party buyer","Assignment of Promissory Note","promissory-note-D434",{"situation":240,"recommended_template":241,"slug":242},"Delegating performance obligations while retaining rights","Delegation Agreement","checklist-for-effective-delegation-D12963",{"situation":244,"recommended_template":86,"slug":245},"Moving all contracts, assets, and liabilities in a full business sale","asset-purchase-agreement-D928",{"situation":247,"recommended_template":248,"slug":249},"Assigning a real estate purchase contract before closing","Real Estate Assignment Agreement","assignment-of-real-estate-contract-D1158",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Assignor","The party who currently holds rights under an existing contract or asset and is transferring those rights to another party.",{"term":255,"definition":256},"Assignee","The party receiving the transferred rights, benefits, and — if specified — obligations from the assignor.",{"term":258,"definition":259},"Obligor","The original counterparty to the underlying contract who owes performance to whoever holds the rights — also called the debtor or non-assigning party.",{"term":261,"definition":262},"Underlying Agreement","The original contract whose rights or obligations are being transferred through the assignment agreement.",{"term":264,"definition":265},"Anti-Assignment Clause","A provision in the underlying agreement that prohibits or restricts one party from assigning its rights without the other party's written consent.",{"term":267,"definition":268},"Assumption of Obligations","A clause in the assignment agreement by which the assignee agrees to take on performance duties from the underlying contract, not just the rights.",{"term":270,"definition":271},"Novation","A three-party agreement that replaces the original party entirely, releasing the assignor from all future obligations — distinct from a standard assignment, where the assignor may retain liability.",{"term":273,"definition":274},"Consent to Assignment","Written approval from the obligor or counterparty allowing the assignment to proceed, required when the underlying agreement contains an anti-assignment clause.",{"term":276,"definition":277},"Consideration","Something of value exchanged between the assignor and assignee to make the assignment agreement legally binding — can be money, a prior debt, or mutual promises.",{"term":279,"definition":280},"Representations and Warranties","Statements of fact made by each party at the time of signing, on which the other party relies — for example, the assignor warranting that the underlying contract is in good standing.",{"term":282,"definition":283},"Indemnification","A contractual obligation by one party to compensate the other for losses, claims, or liabilities arising from a specific event — such as the assignor's pre-assignment breaches.",{"term":285,"definition":286},"Effective Date","The specific calendar date on which the assignment takes legal effect and the assignee steps into the assignor's position under the underlying agreement.",[288,293,298,303,308,313,318,322,326,331],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and recitals","Identifies the assignor, assignee, and obligor by full legal name and entity type, and briefly describes the purpose and background of the assignment.","This Assignment Agreement ('Agreement') is entered into as of [EFFECTIVE DATE] by and between [ASSIGNOR LEGAL NAME], a [STATE] [ENTITY TYPE] ('Assignor'), and [ASSIGNEE LEGAL NAME], a [STATE] [ENTITY TYPE] ('Assignee'). WHEREAS, Assignor is a party to that certain [DESCRIPTION OF UNDERLYING AGREEMENT] dated [DATE] (the 'Underlying Agreement'); and WHEREAS, Assignor desires to assign its rights thereunder to Assignee on the terms set forth herein.","Using trade names instead of registered legal entity names. A mismatch between the agreement and public records can void the assignment or create disputes about which entity actually holds the transferred rights.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Description of assigned rights","Specifies precisely what is being transferred — all rights, a subset of rights, receivables, IP, or lease interests — and references the underlying agreement with full identifying details.","Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to [SPECIFIC RIGHTS ASSIGNED] arising under the Underlying Agreement, including but not limited to [LIST SPECIFIC RIGHTS — e.g., the right to receive payment, the right to enforce warranties, the license to use the [SOFTWARE / IP / TRADEMARK]].","Using catch-all language like 'all rights under the contract' without specifying what those rights are. If the underlying agreement is complex, vague language produces disputes over what actually transferred.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Assumption of obligations","States whether the assignee is also taking on performance duties from the underlying agreement — and to what extent — and whether the assignor remains secondarily liable.","Assignee hereby accepts the foregoing assignment and assumes and agrees to perform all obligations of Assignor under the Underlying Agreement arising on or after the Effective Date, including [SPECIFIC OBLIGATIONS — e.g., delivery of [SERVICES / GOODS], payment of [AMOUNTS]]. Assignor shall remain liable for all obligations arising prior to the Effective Date.","Failing to clearly split pre-assignment and post-assignment obligations. Without an explicit cut-off date, the assignee may inherit the assignor's pre-existing breaches or unpaid amounts.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Consent to assignment and obligor notice","Records the obligor's written consent where the underlying agreement requires it, and sets out how and when the obligor must be notified of the assignment.","The undersigned [OBLIGOR LEGAL NAME] ('Obligor') hereby consents to the assignment set forth herein and agrees to recognize Assignee as the holder of the assigned rights under the Underlying Agreement from and after the Effective Date. Written notice of this assignment shall be delivered to Obligor at [ADDRESS / EMAIL] within [X] business days of execution.","Proceeding without consent when the underlying agreement requires it. An assignment made in breach of an anti-assignment clause is typically voidable by the obligor and may trigger a default under the underlying contract.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Representations and warranties of the assignor","The assignor confirms that the underlying agreement is valid and in force, that no default exists, and that the assignor has full authority to make the assignment.","Assignor represents and warrants to Assignee that: (a) the Underlying Agreement is in full force and effect; (b) Assignor is not in default thereunder and no event of default has occurred or is reasonably anticipated; (c) Assignor has the full right, power, and authority to execute this Agreement and to assign the rights described herein; and (d) the assigned rights are free of any lien, encumbrance, or third-party claim.","Omitting the warranty that the underlying agreement is in good standing. If the contract is already in default at the time of assignment, the assignee inherits a worthless or defective right without recourse.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Representations and warranties of the assignee","The assignee confirms it has the authority to enter the agreement and the capacity to perform any assumed obligations.","Assignee represents and warrants to Assignor that: (a) Assignee has the full right, power, and authority to execute this Agreement and to assume the obligations described herein; (b) the execution of this Agreement does not conflict with any other agreement to which Assignee is a party; and (c) Assignee has reviewed the Underlying Agreement and understands its terms.","Skipping assignee warranties entirely. If the assignee lacks authority or is already in conflict with the underlying agreement's terms, the entire arrangement collapses — assignor warranties alone do not protect both parties.",{"name":282,"plain_english":319,"sample_language":320,"common_mistake":321},"Each party agrees to compensate the other for losses arising from their own pre- or post-assignment conduct — assignor for pre-effective-date matters, assignee for post-effective-date matters.","Assignor shall indemnify, defend, and hold harmless Assignee from any claims, losses, or liabilities arising out of Assignor's performance or non-performance under the Underlying Agreement prior to the Effective Date. Assignee shall indemnify, defend, and hold harmless Assignor from any claims, losses, or liabilities arising out of Assignee's performance or non-performance on or after the Effective Date.","One-sided indemnification that only protects the assignee. If the assignor retains any residual liability to the obligor, the assignor needs equal protection against the assignee's post-assignment defaults.",{"name":276,"plain_english":323,"sample_language":324,"common_mistake":325},"States what the assignee is paying — or otherwise giving — in exchange for the transfer of rights, making the agreement binding as a contract.","In consideration of the assignment set forth herein, Assignee shall pay Assignor the sum of $[AMOUNT] on or before [DATE] / [as part of the broader consideration set out in the [ASSET PURCHASE AGREEMENT / OTHER AGREEMENT] dated [DATE]], the receipt and sufficiency of which is hereby acknowledged.","Omitting consideration entirely or stating 'for good and valuable consideration' without any specifics. Some jurisdictions require identifiable consideration to enforce a contract; a gratuitous assignment may be treated as a gift with different legal consequences.",{"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 between the assignor and assignee are resolved.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict-of-law provisions. Any dispute arising under this Agreement shall be resolved by [binding arbitration administered by [AAA / JAMS] in [CITY] / litigation in the state or federal courts located in [COUNTY, STATE]], and the parties consent to personal jurisdiction therein.","Choosing a governing law that differs from the underlying agreement's governing law without addressing the conflict. Inconsistent governing law provisions between the two documents create ambiguity courts must resolve — often at significant cost.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Entire agreement and further assurances","Confirms the assignment agreement is the complete record of the transfer, supersedes prior discussions, and obligates both parties to execute any additional documents needed to complete the assignment.","This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and understandings. Each party agrees to execute and deliver such further instruments and to take such additional actions as the other party may reasonably request to carry out the purposes of this Agreement.","No further-assurances clause. Without it, a party who refuses to sign follow-on transfer documents — patent assignments at the USPTO, lease assignment filings, or UCC amendments — has no contractual obligation to cooperate.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify all three parties by full legal name","Enter the assignor's and assignee's registered legal entity names — not trade names or DBA names — and include the obligor's legal name if their consent is required or is being recorded in the agreement.","Pull the exact entity name from your state's corporate registry. A one-word discrepancy between the agreement and public filings can complicate enforcement.",{"step":343,"title":344,"description":345,"tip":346},2,"Review the underlying agreement for anti-assignment clauses","Before drafting, read the original contract in full to determine whether assignment requires the obligor's written consent, is prohibited outright, or is freely permitted. Document your finding and obtain consent in writing if required.","Many commercial leases and SaaS agreements prohibit assignment without consent — proceeding without it can trigger an immediate default and termination of the underlying contract.",{"step":348,"title":349,"description":350,"tip":351},3,"Define the assigned rights with precision","List specifically which rights are being transferred — payment rights, license rights, warranty rights, or the full bundle. Reference the underlying agreement by title, date, and parties. If only a subset of rights transfers, enumerate what is excluded.","If the underlying agreement has a defined schedule or exhibit listing rights or deliverables, reproduce or cross-reference it in the assignment agreement to eliminate ambiguity.",{"step":353,"title":354,"description":355,"tip":356},4,"Decide whether obligations transfer and set the cut-off date","Determine whether the assignee will assume performance duties under the underlying agreement. If yes, set a specific effective date to split pre- and post-assignment responsibilities. State clearly whether the assignor remains secondarily liable after the effective date.","If you want the assignor fully released from future obligations, consider a novation agreement instead — a standard assignment does not automatically release the assignor.",{"step":358,"title":359,"description":360,"tip":361},5,"Complete the representations and warranties for both parties","Fill in the assignor's warranties regarding the underlying agreement's standing, absence of defaults, and clear title to the assigned rights. Include the assignee's warranties confirming authority and no conflicting obligations.","Ask the obligor to confirm in writing — via the consent block or a side letter — that no defaults exist as of the effective date. This protects the assignee against inherited problems.",{"step":363,"title":364,"description":365,"tip":366},6,"State the consideration clearly","Enter the specific dollar amount, asset, or reference to a broader transaction (such as an asset purchase agreement) that constitutes the consideration for the assignment. Never leave this section blank or use vague boilerplate.","If the assignment is part of a larger deal, cross-reference the master transaction document by name and date so the consideration is traceable to a specific obligation.",{"step":368,"title":369,"description":370,"tip":371},7,"Confirm governing law matches the underlying agreement","Check the governing law clause in the underlying agreement and, unless there is a specific reason to differ, use the same jurisdiction in the assignment agreement. Note any state-specific requirements for recording or filing the assignment.","IP assignments — especially patents and copyrights — may need to be recorded with the USPTO or Copyright Office to be effective against third parties, regardless of what the private agreement says.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute and deliver notice to the obligor","Obtain wet or electronic signatures from all required parties before the effective date. Deliver written notice of the assignment to the obligor as required by the underlying agreement or within the timeframe stated in the assignment agreement.","Send the obligor notice via a method that creates a delivery record — certified mail, courier with tracking, or email with read receipt — so you can prove timely notification if a dispute arises.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Assigning without checking for anti-assignment clauses","Most commercial contracts — including software licenses, service agreements, and commercial leases — contain anti-assignment provisions. Assigning without required consent can trigger a breach and allow the obligor to terminate the underlying contract immediately.","Read the underlying agreement in full before drafting. If consent is required, obtain it in writing and attach it to the assignment agreement as an exhibit before the effective date.",{"mistake":383,"why_it_matters":384,"fix":385},"Failing to specify what rights are transferred","Vague language like 'all rights' in a complex multi-deliverable contract creates disputes about what actually transferred and whether certain benefits — warranties, indemnities, IP licenses — were included.","List every specific right being transferred by reference to the relevant section of the underlying agreement. If anything is excluded, state it explicitly in a carve-out clause.",{"mistake":387,"why_it_matters":388,"fix":389},"No obligation cut-off date between assignor and assignee","Without a defined effective date splitting pre- and post-assignment performance duties, the assignee may be liable for the assignor's prior defaults, unpaid amounts, or warranty claims the obligor raises after the transfer.","State the exact effective date in the agreement and include explicit language confirming the assignor's liability for pre-date obligations and the assignee's liability for post-date obligations.",{"mistake":391,"why_it_matters":392,"fix":393},"Treating assignment as equivalent to novation","A standard assignment transfers rights but does not automatically release the assignor from the underlying contract. The original party may remain liable to the obligor even after the assignment, creating double exposure.","If a full release is intended, execute a novation agreement signed by all three parties — assignor, assignee, and obligor — which formally substitutes the assignee and releases the assignor from future liability.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting the obligor's consent signature when required","Recording consent in a side letter instead of the assignment agreement itself can create evidentiary gaps. If the obligor later disputes giving consent, a separate undated email is far weaker evidence than a countersigned clause in the main document.","Include a formal consent and acknowledgment block in the assignment agreement itself and have the obligor execute it as a signatory, not as a witness.",{"mistake":399,"why_it_matters":400,"fix":401},"Skipping recordation of IP assignments","An unrecorded patent or copyright assignment may be valid between the parties but ineffective against a subsequent good-faith purchaser who records first. A startup that never records its founder IP assignment can face a competing ownership claim during due diligence.","File patent assignments with the USPTO within three months of execution and copyright assignments with the US Copyright Office. For trademarks, record the assignment with the USPTO's Assignment Division.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is an assignment agreement?","An assignment agreement is a legally binding contract that transfers one party's rights — and optionally obligations — under an existing agreement or asset to a third party called the assignee. It identifies the assigned rights with specificity, records any required consent from the original counterparty, and sets an effective date from which the assignee steps into the assignor's position. Assignment agreements are used across business sales, IP transfers, lease handovers, and loan assignments.\n",{"question":407,"answer":408},"What is the difference between an assignment and a novation?","An assignment transfers rights — and sometimes obligations — but typically leaves the original party (the assignor) with residual liability to the counterparty. A novation replaces the original party entirely, requiring the consent of all three parties and releasing the assignor from all future obligations. If your goal is a clean break with no ongoing liability, use a novation agreement rather than a standard assignment.\n",{"question":410,"answer":411},"Do I need the other party's consent to assign a contract?","It depends on the underlying agreement. Most commercial contracts contain anti-assignment clauses requiring written consent from the counterparty before any assignment takes effect. Assigning without required consent is typically a breach of the underlying contract and can allow the counterparty to void the assignment or terminate the agreement entirely. Always review the underlying contract for assignment restrictions before proceeding.\n",{"question":413,"answer":414},"What rights can be assigned?","Most contractual rights are assignable unless the underlying agreement prohibits it or the right is personal in nature — such as a right tied to a specific individual's skill or identity. Commonly assigned rights include payment receivables, IP licenses, lease interests, warranty benefits, and service delivery rights. Obligations — performance duties — require the counterparty's agreement to transfer and do not pass automatically with an assignment of rights.\n",{"question":416,"answer":417},"Does an assignment release the assignor from liability?","Generally, no. Unless the counterparty agrees to a full release (which constitutes a novation), the assignor typically remains secondarily liable to the original counterparty even after the assignment. This means that if the assignee fails to perform, the counterparty may still pursue the assignor. Assignors who want a complete release must negotiate a novation signed by all three parties.\n",{"question":419,"answer":420},"Does an assignment agreement need to be notarized?","In most jurisdictions and for most contract types, notarization is not required for an assignment agreement to be legally binding between the parties. However, certain recorded instruments — real estate assignments, some patent assignments, and mortgage assignments — may require notarization to be filed with a government registry and effective against third parties. Confirm the requirements for your specific asset type and jurisdiction before signing.\n",{"question":422,"answer":423},"What happens to IP assignments that are never recorded?","An unrecorded IP assignment is generally enforceable between the assignor and assignee but may be ineffective against a subsequent purchaser who acquires the same rights in good faith and records first. For patents, the USPTO treats a subsequent recorded assignment as superior if the prior assignment was not recorded within three months of execution. For startups, unrecorded founder IP assignments are a common due-diligence red flag that can delay or derail funding rounds.\n",{"question":425,"answer":426},"Can part of a contract be assigned without assigning the whole thing?","Yes. A partial assignment transfers a defined subset of rights under a contract — such as the right to receive specific payments, or a license to use particular IP — while leaving other rights with the assignor. Partial assignments are common in receivables financing and IP licensing. The underlying agreement must permit partial assignments, and the scope of what is transferred must be defined with precision to avoid disputes over what remains with the assignor.\n",{"question":428,"answer":429},"Is an assignment agreement the same as an asset purchase agreement?","No. An asset purchase agreement covers the entire transaction of buying a business's assets — equipment, inventory, goodwill, real property, and contracts — and includes representations, warranties, closing conditions, and purchase price mechanics. An assignment agreement is one of the closing deliverables within an asset sale, specifically documenting the transfer of individual contracts or rights. In an M&A transaction, you typically need both.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Technology / SaaS","industry-saas","IP and software license assignments are critical when assigning founder-created code to a company entity before a funding round, or when SaaS contracts transfer in an acquisition — each requiring individual obligor consent under standard anti-assignment provisions.",{"industry":436,"icon_asset_id":437,"specifics":438},"Real estate","industry-real-estate","Commercial lease assignments occur whenever a tenant sells its business or exits a location, requiring landlord consent and a formal assignment and assumption recorded with the lease; real estate purchase contracts are also assigned by wholesalers before closing.",{"industry":440,"icon_asset_id":441,"specifics":442},"Financial services","industry-fintech","Loan assignments and promissory note transfers require precise identification of the assigned debt instrument, compliance with UCC Article 9 filing requirements, and — for mortgage assignments — recordation in the county land records.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional services","industry-professional-services","Agency and consulting firms assign client service agreements when merging with or being acquired by a larger firm, requiring individual client consent and careful delineation of which pre-assignment deliverable obligations remain with the original firm.",[448,452,455,458],{"vs":449,"vs_template_id":450,"summary":451},"Novation Agreement","D{NOVATION_AGREEMENT_ID}","A novation replaces the original contracting party entirely, releasing the assignor from all future obligations with the counterparty's consent. A standard assignment transfers rights but leaves the assignor potentially liable. Use novation when you need a clean release; use assignment when a full three-party substitution is impractical or the counterparty will not agree to release the original party.",{"vs":86,"vs_template_id":453,"summary":454},"asset-purchase-agreement-D12538","An asset purchase agreement governs the entire sale of a business's assets — price, closing conditions, representations, and warranties across all assets. An assignment agreement is a single-purpose document transferring one or more specific contracts or rights, often used as a closing deliverable within a broader asset sale. Both documents are typically needed in an M&A transaction.",{"vs":103,"vs_template_id":456,"summary":457},"subcontract-agreement-D12543","A subcontract agreement lets a contractor hire a third party to perform part of its obligations while retaining its own contractual relationship with the client. An assignment transfers the contractor's position — rights and duties — to the third party directly. Subcontracting does not change who the client's contractual counterparty is; assignment does.",{"vs":459,"vs_template_id":460,"summary":461},"License Agreement","software-license-agreement-D13232","A license grants a third party permission to use rights — IP, software, or trademarks — while the licensor retains ownership. An assignment permanently transfers ownership of those rights to the assignee. If you want to retain ownership and merely share use, use a license. If you want to exit ownership entirely, use an assignment.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Standard contract assignments between consenting parties where the underlying agreement is straightforward and the value at stake is under $50,000","Free","30–60 minutes",{"best_for":468,"cost":469,"time":470},"IP assignments in a funding context, commercial lease assignments, or any assignment where the underlying contract has complex anti-assignment or consent provisions","$300–$800","2–5 business days",{"best_for":472,"cost":473,"time":474},"M&A bulk contract assignments, regulated asset transfers (mortgages, financial instruments), or multi-jurisdiction assignments where local law requirements vary","$1,500–$5,000+","1–3 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","Under the UCC, most rights to payment are freely assignable regardless of anti-assignment clauses in the underlying contract. Patent assignments must be recorded with the USPTO within three months to be effective against subsequent purchasers. Several states — including California and New York — impose specific requirements on wage and IP assignments. Anti-assignment clauses in government contracts are governed by the Anti-Assignment Acts (41 U.S.C. § 6305), which restrict federal contract transfers without agency approval.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Assignment law in Canada is governed provincially. Ontario's Conveyancing and Law of Property Act and similar statutes in other provinces permit assignment of most contractual rights but require written notice to the obligor to make the assignment effective against them. Quebec's Civil Code distinguishes between assignment of rights (transport de créances) and substitution — a closer analog to novation — and applies distinct rules to each. Commercial lease assignments in most provinces require landlord consent and are often subject to the Landlord and Tenant Act or commercial tenancy legislation.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","Under English law, the benefit of a contract is generally assignable without consent unless the underlying agreement restricts it; the burden — performance obligations — cannot be assigned without novation or the counterparty's agreement. Legal assignments under s.136 of the Law of Property Act 1925 must be in writing and notice must be given to the obligor in writing to be effective at law. Equitable assignments are valid without notice but give the assignee fewer procedural rights. IP assignments involving registered rights must be recorded with the Intellectual Property Office to bind third parties.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","Assignment rules vary significantly across EU member states. France distinguishes between cession de contrat (transfer of the entire contractual position, requiring counterparty consent under Article 1216 of the Civil Code) and cession de créance (assignment of receivables, effective without consent but requiring notification). Germany permits assignment of most contractual claims under §398 BGB but restricts assignment where the underlying obligation is inherently personal. GDPR considerations arise when the assigned contract involves processing personal data — the assignee must ensure its own data processing agreements comply before assuming the role of data controller or processor.",[245,497,498,499,500,501,502,503,504,238,505,506],"subcontract-agreement-D172","software-license-agreement-D12928","non-disclosure-agreement-nda-D12692","intellectual-property-agreement-D13716","independent-contractor-agreement-D160","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","bill-of-sale-D1229","lease-agreement-D1179","partnership-agreement-D12551",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":95,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":518},"transfers-terminations-and-releases","agreement","general","all-stages",[514,515,516,517],"contract","legal","assignment-agreement","asset-transfer",0.95,"\u003Ch2>What is an Assignment Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment Agreement\u003C/strong> is a legally binding contract that transfers one party's rights — and, where explicitly agreed, performance obligations — under an existing agreement or asset to a new party called the assignee. The party making the transfer is the \u003Cstrong>assignor\u003C/strong>; the original counterparty who continues to be owed performance is the \u003Cstrong>obligor\u003C/strong>. Unlike a novation, a standard assignment does not automatically release the assignor from liability — the obligor may still hold the original party accountable if the assignee fails to perform. Assignment agreements are used to transfer contract rights in business sales, assign intellectual property from creators to companies, hand over commercial leases, and move loan receivables between financial institutions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Transferring rights informally — by email, oral agreement, or a brief addendum — leaves every party exposed. Without a properly executed assignment agreement, the assignee has no documented title to the rights it believes it purchased, the obligor may refuse to recognize the transfer, and the assignor cannot prove it was released from post-transfer obligations. In IP-intensive businesses, an undocumented or unrecorded assignment can surface as a fatal defect during investor due diligence: if a founder's code was never formally assigned to the company entity, the company may not legally own its own product. In commercial real estate, proceeding without a written lease assignment and landlord consent can trigger immediate default and lease termination. A complete, signed assignment agreement — filed with the relevant registry where required — creates the paper trail that protects all three parties, establishes a clear effective date for liability allocation, and survives the scrutiny of future buyers, lenders, and courts.\u003C/p>\n",1779480607595]