[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-assignment-of-contract-D939":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":174,"customdescription":6,"mdFm":175,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"ASSIGNMENT OF CONTRACT This Assignment of Contract (the \"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 AND ADDRESS], (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] FOR VALUE RECEIVED, the undersigned Assignor hereby assigns, transfers and sets over to Assignee all rights, title and interest held by the Assignor in and to the following described contract: [DESCRIPTION] TERMS The Assignor warrants and represents that said contract is in full force and effect and is fully assignable.",null,"Assignment of Contract","1",29,"doc","https://templates.business-in-a-box.com/imgs/1000px/assignment-of-contract-D939.png","https://templates.business-in-a-box.com/imgs/250px/939.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#939.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/","assignment contract","Assignment of Contract 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Contract","/template/assignment-of-real-estate-contract-D1158","https://templates.business-in-a-box.com/imgs/250px/1158.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},"DEEMED ASSIGNMENT OF LICENSE This Deemed Assignment of License (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY] (the \"Assignor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY] (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] WHEREAS by License Agreement effective [DATE] (hereinafter referred to as the \"License Agreement\"), made inter alia between [COMPANY NAME], as Licensor and [COMPANY NAME] as Licensee and [GUARANTOR] as Guarantor, the said Licensor did grant unto the Licensee a license: (a) to use the therein recited trademarks and trade names in the operations of [COMPANY NAME] (the \"Company\"); (b) in the operations thereunder, to use [COMPANY NAME] distinctive labels, designs, cartons, containers, and advertising material furnished to the Licensee by the Licensor from time to time; and (c) to sell, use and distribute products designated by the Licensor, for a term of [NUMBER] years from the day of [DATE], to the day [DATE], subject to the terms and conditions specifically contained therein; AND WHEREAS the Assignee is the sole shareholder of the Licensee; AND WHEREAS the Assignor has agreed to sell all the shares of the Licensee to the Assignee, who has agreed to purchase same; AND WHEREAS such sale of shares is deemed to be an assignment of the License Agreement pursuant thereto; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of [AMOUNT] and other good and valuable consideration now paid by the Assignee to the Assignor (the receipt and sufficiency whereof is hereby acknowledged) the Assignor does hereby assign, transfer and set over unto and to the Assignee all of the Assignor's rights, title and interest in and to the License Agreement, together with the residue unexpired of the terms of years in the License Agreement, the whole upon the terms and subject to the conditions of the deed of transfer executed concurrently herewith by the Assignor and the Assignee, a copy of which is annexed hereto.","Assignment of License","2",43,"https://templates.business-in-a-box.com/imgs/1000px/assignment-of-license-D940.png","https://templates.business-in-a-box.com/imgs/250px/940.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#940.xml",{"title":6,"description":6},[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"transfer-assignment-agreement","assignment lease","/template/assignment-of-lease-D940",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":113,"url":114},"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},[111,112],{"label":17,"url":96},{"label":20,"url":98},"intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":124,"description":6},"non disclosure agreement nda",[126,127],{"label":17,"url":96},{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":144,"url":145},"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},[141],{"label":142,"url":143},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":147,"descriptionCustom":6,"label":148,"pages":134,"size":119,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":153,"description":6},"service agreement",[155,156],{"label":17,"url":96},{"label":17,"url":96},"/template/service-agreement-D12711",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":167,"keywords":172,"url":173},"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},[168,169],{"label":17,"url":96},{"label":170,"url":171},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":253,"clauses":287,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":456,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":515,"classification":516},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Assignment Of Contract Template (Free Word)","Free assignment of contract template to transfer rights and obligations to a third party. Covers consent, warranties, and governing law. Used in 190+ countries. Free Word and PDF download.","assignment of contract template",[181,182,183,184,185,186,187],"contract assignment agreement template","assignment of contract form","assignment agreement template word","free assignment of contract template","assignment of rights template","contract assignment template download","business contract assignment form",{"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":174},"medium",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"An Assignment of Contract is a legally binding document that transfers one party's rights and obligations under an existing agreement to a third party called the assignee. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF — covering consent, representations, indemnification, and governing law in a single concise document.\n","Use it when a business is sold and the buyer needs to step into existing customer or supplier contracts, when a contractor delegates project work to a subcontractor, or when a real estate investor transfers a purchase agreement to another buyer before closing.\n","Identification of the assignor, assignee, and original contract parties; a description of the rights and obligations being transferred; consent and notice provisions; representations and warranties; indemnification; and governing law with a full signature block.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Business buyers and sellers","Transferring vendor, client, or lease contracts as part of an acquisition","persona-small-business-owner",{"title":205,"use_case":206,"icon_asset_id":207},"Real estate investors","Assigning a purchase-and-sale agreement to a new buyer before closing","persona-real-estate-investor",{"title":209,"use_case":210,"icon_asset_id":211},"Contractors and subcontractors","Delegating project obligations to a subcontractor with client consent","persona-contractor",{"title":213,"use_case":214,"icon_asset_id":215},"Startup founders","Transferring founder IP or licensing agreements into a newly formed entity","persona-startup-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Operations managers","Reassigning supplier agreements when restructuring business units","persona-operations-director",{"title":221,"use_case":222,"icon_asset_id":223},"Legal and contracts administrators","Documenting third-party transfers of service or licensing agreements","persona-legal-admin",[225,229,233,237,241,245,249],{"situation":226,"recommended_template":227,"slug":228},"Transferring rights and obligations under a services agreement","Assignment of Contract (Services)","assignment-of-contract-D939",{"situation":230,"recommended_template":231,"slug":232},"Assigning a real estate purchase agreement to a new buyer","Assignment of Purchase Agreement","asset-transfer-and-sale-agreement-brand-D861",{"situation":234,"recommended_template":235,"slug":236},"Transferring a lease from one tenant to another","Assignment of Lease","assignment-of-lease-D940",{"situation":238,"recommended_template":239,"slug":240},"Transferring intellectual property rights separately from a contract","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":242,"recommended_template":243,"slug":244},"Transferring only the right to receive payments under a contract","Assignment of Receivables","assignment-D942",{"situation":246,"recommended_template":247,"slug":248},"Moving contract obligations between parent and subsidiary entities","Novation Agreement","novation-agreement-D12890",{"situation":250,"recommended_template":251,"slug":252},"Assigning a franchise agreement to a new franchisee","Assignment of Franchise Agreement","franchise-agreement-D879",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Assignor","The original contracting party who transfers their rights and obligations under an existing agreement to a third party.",{"term":258,"definition":259},"Assignee","The third party who receives the transferred rights and obligations and steps into the assignor's position under the original contract.",{"term":261,"definition":262},"Obligor","The counterparty to the original contract whose performance obligations are unaffected by the assignment but who must deal with the new assignee.",{"term":264,"definition":265},"Assignment","The legal transfer of one party's contractual rights, benefits, or obligations to another party, subject to any restrictions in the original agreement.",{"term":267,"definition":268},"Anti-Assignment Clause","A provision in the original contract that prohibits or restricts either party from transferring their rights or obligations without prior written consent.",{"term":270,"definition":271},"Novation","A three-party agreement that replaces the original contracting party entirely with a new party, releasing the original party from all obligations — distinct from an assignment, where the assignor may remain secondarily liable.",{"term":273,"definition":274},"Consent to Assignment","Written approval from the non-assigning counterparty (the obligor) acknowledging and agreeing to the transfer of rights and obligations.",{"term":276,"definition":277},"Delegation","The transfer of duties or performance obligations under a contract, as distinct from the transfer of rights — both may occur together in a full assignment.",{"term":279,"definition":280},"Secondary Liability","The assignor's ongoing legal responsibility for performance under the original contract if the assignee fails to perform, unless the assignor is expressly released.",{"term":282,"definition":283},"Consideration","The value exchanged between assignor and assignee to make the assignment enforceable — may be monetary payment, a release of liability, or another agreed benefit.",{"term":285,"definition":286},"Effective Date","The specific date on which the assignment takes effect and the assignee formally assumes the transferred rights and obligations.",[288,293,298,303,307,312,317,322,327,332],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Recitals and identification of parties","Names the assignor, assignee, and obligor; identifies the original contract being assigned; and summarizes the background of the transaction.","This Assignment of Contract ('Assignment') is entered into as of [EFFECTIVE DATE] by and between [ASSIGNOR LEGAL NAME] ('Assignor') and [ASSIGNEE LEGAL NAME] ('Assignee'). The Assignor is a party to that certain [AGREEMENT NAME] dated [DATE] with [OBLIGOR LEGAL NAME] ('Obligor') (the 'Original Contract').","Using trade names instead of registered legal entity names. A mismatch between the assignment and the original contract's named party creates an ambiguity about whether the assignment is valid at all.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Description of assigned rights and obligations","Precisely defines which rights, benefits, and obligations are being transferred — whether the full contract or only specific provisions — and excludes anything not being assigned.","Effective as of the Effective Date, Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's rights, title, interest, and obligations under the Original Contract, including but not limited to [SPECIFIC RIGHTS / OBLIGATIONS], but excluding [ANY EXCLUDED PROVISIONS].","Assigning 'all rights and obligations' without listing carve-outs. If certain obligations are meant to stay with the assignor — such as pre-assignment liabilities — failing to exclude them transfers those too.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Consent of the obligor","Records the obligor's written consent to the assignment, which is typically required by the anti-assignment clause in the original contract and triggers the assignee's direct relationship with the obligor.","The Obligor, by signing below, hereby consents to the assignment set forth herein and agrees to accept performance from and render performance to Assignee from and after the Effective Date, in lieu of Assignor.","Proceeding with assignment without obtaining written consent when the original contract requires it. An unconsented assignment is void in most jurisdictions, exposing both the assignor and assignee to breach-of-contract liability.",{"name":282,"plain_english":304,"sample_language":305,"common_mistake":306},"States the value the assignee provides to the assignor in exchange for the assignment, confirming the transfer is supported by legally sufficient consideration.","In consideration of [PAYMENT AMOUNT / RELEASE OF LIABILITY / OTHER CONSIDERATION], the receipt and sufficiency of which is hereby acknowledged, Assignee agrees to assume all rights and obligations under the Original Contract.","Omitting any consideration recital. Courts in several jurisdictions will not enforce a gratuitous assignment of obligations — stating even nominal consideration ($1) prevents a later enforceability challenge.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Assumption of obligations","The assignee expressly agrees to be bound by and perform all obligations under the original contract from the effective date forward.","Assignee hereby accepts the assignment and assumes, agrees to be bound by, and undertakes to perform all obligations, duties, and liabilities of Assignor under the Original Contract arising on or after the Effective Date.","Confusing assignment with novation. Without a separate release, the assignor typically remains secondarily liable — the assumption clause binds the assignee but does not automatically release the assignor.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Representations and warranties","Both parties represent that they have the authority to enter the assignment, that the original contract is in good standing, and that no breaches or defaults exist as of the effective date.","Assignor represents and warrants that: (a) the Original Contract is in full force and effect; (b) Assignor is not in breach or default thereunder; (c) Assignor has full authority to enter into this Assignment; and (d) no other assignment or encumbrance of the Original Contract rights exists.","Omitting a representation that the original contract is in good standing. If the assignor is already in default, the assignee steps into a position they cannot cure, and the assignment may be immediately worthless.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Indemnification","Allocates liability between the parties — the assignor indemnifies the assignee for pre-assignment claims, and the assignee indemnifies the assignor for post-assignment performance failures.","Assignor shall indemnify and hold harmless Assignee from any claims, losses, or liabilities arising from Assignor's obligations under the Original Contract prior to the Effective Date. Assignee shall indemnify and hold harmless Assignor from any claims arising from Assignee's obligations after the Effective Date.","Using a one-sided indemnification clause that only protects one party. Without a reciprocal split keyed to the effective date, each party can be held liable for the other's period of performance.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Release of assignor (if applicable)","If the obligor agrees to release the assignor from further liability under the original contract, this clause documents that release explicitly — converting the transaction from an assignment into a novation.","The Obligor, by countersigning this Assignment, hereby releases and discharges Assignor from any further obligations, duties, or liabilities under the Original Contract arising on or after the Effective Date.","Treating a simple consent-to-assign from the obligor as a full release of the assignor. Consent and release are two separate acts — without explicit release language, the assignor remains liable if the assignee defaults.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the assignment and how any disputes will be resolved — through litigation, arbitration, or mediation.","This Assignment shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to conflicts-of-law principles. Any dispute arising hereunder shall be resolved by [binding arbitration / litigation in the courts of [JURISDICTION]].","Selecting a governing law different from the original contract without checking whether the original contract requires disputes to be resolved in a specific forum. Conflicting forum selection clauses create procedural uncertainty and additional legal cost.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Entire agreement and amendment","Confirms that this assignment, together with the original contract, constitutes the complete agreement between the parties and can only be amended in a signed writing.","This Assignment, together with the Original Contract, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings. No amendment shall be effective unless signed by all parties.","Omitting the integration clause. Without it, prior email exchanges or verbal discussions about the scope of the assignment can be introduced as evidence of additional terms.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Review the original contract for assignment restrictions","Before completing any fields, locate and read the anti-assignment clause in the original contract. Determine whether consent is required, whether assignment is prohibited entirely, or whether it is freely permitted.","A prohibited assignment clause does not always block a sale-of-business transaction — many clauses carve out assignments to acquirers. Check for this exception before assuming you need a waiver.",{"step":344,"title":345,"description":346,"tip":347},2,"Identify and enter all party names correctly","Enter the assignor's and assignee's full registered legal entity names — not trade names or DBAs. If the obligor's consent is required, include their legal name in the parties block as well.","Cross-reference the original contract's signature block to confirm the exact legal name of the obligor — a name mismatch is the most common reason consent requests are rejected.",{"step":349,"title":350,"description":351,"tip":352},3,"Describe the assigned rights and obligations precisely","List the specific sections or obligations of the original contract being transferred. If only rights (not obligations) are being assigned, state that clearly. If certain pre-assignment liabilities are being excluded, list them explicitly.","When assigning a services contract, separately confirm whether ongoing work in progress is included or whether only future performance obligations transfer.",{"step":354,"title":355,"description":356,"tip":357},4,"State the effective date and consideration","Enter the specific date the assignment takes effect — this triggers the shift in liability between the parties. Document the agreed consideration, even if nominal, to avoid enforceability challenges.","The effective date should align with any closing date, project milestone, or consent deadline in the original contract — using an arbitrary date creates a gap in accountability.",{"step":359,"title":360,"description":361,"tip":362},5,"Obtain the obligor's written consent","Send the draft assignment to the obligor for review and signature if the original contract requires consent. Allow sufficient time — most commercial counterparties require 5–15 business days to process a consent request internally.","Include a brief cover letter explaining the business reason for the assignment and confirming there will be no change in the level of service or performance. Obligors who understand the context consent faster.",{"step":364,"title":365,"description":366,"tip":367},6,"Complete the representations and indemnification sections","Confirm the status of the original contract — no defaults, no pending disputes, no prior assignments — and ensure the indemnification clause clearly splits pre- and post-effective-date liability between assignor and assignee.","If the assignor is aware of any open disputes or potential claims under the original contract, disclose them in a schedule rather than representing clean status — undisclosed issues become fraudulent misrepresentations.",{"step":369,"title":370,"description":371,"tip":372},7,"Sign before the effective date with all required parties","Collect signatures from assignor, assignee, and — where required — the obligor before or on the effective date. Execution after the stated effective date creates retroactive ambiguity that courts may not accept.","Use a digital signature tool with timestamped execution records to create a defensible paper trail, especially for assignments connected to larger transactions.",{"step":374,"title":375,"description":376,"tip":377},8,"Distribute fully executed copies and update contract records","Send a fully signed copy to each party — assignor, assignee, and obligor — and update your contract management system to reflect the new counterparty relationship.","Notify any third parties (insurers, sureties, subcontractors) who deal with the original contract of the assignment — failure to notify them can create performance gaps and coverage disputes.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Assigning without checking the anti-assignment clause","Most commercial contracts contain a clause prohibiting assignment without prior written consent. An unconsented assignment is void or voidable in most jurisdictions, and the assignor may be in breach of the original contract.","Read the original contract's anti-assignment clause before drafting the assignment. Obtain written consent from the obligor or negotiate a waiver if the clause is triggered.",{"mistake":384,"why_it_matters":385,"fix":386},"Failing to specify the effective date clearly","Without a precise effective date, it is impossible to determine which party — assignor or assignee — is liable for a performance failure that straddles the assignment date.","State a specific calendar date as the effective date and ensure all indemnification, liability, and performance obligations are expressly split on that date.",{"mistake":388,"why_it_matters":389,"fix":390},"Treating obligor consent as a release of the assignor","The obligor's signature consenting to the assignment does not automatically release the assignor from secondary liability. If the assignee defaults, the obligor may still pursue the assignor under the original contract.","Include an explicit release clause signed by the obligor if the intent is to fully discharge the assignor. Without it, the assignor retains residual liability.",{"mistake":392,"why_it_matters":393,"fix":394},"Using vague descriptions of the assigned rights","Assigning 'all rights under the contract' without specifying carve-outs can inadvertently transfer pre-assignment liabilities, pending claims, or obligations the assignee did not agree to assume.","List the specific rights and obligations being assigned and explicitly exclude any pre-effective-date liabilities or disputed obligations that are to remain with the assignor.",{"mistake":396,"why_it_matters":397,"fix":398},"Omitting consideration","An assignment of obligations without stated consideration may be unenforceable as a gratuitous promise, particularly in common-law jurisdictions where contracts require mutual exchange of value.","State the consideration explicitly — whether a cash payment, mutual release, or even nominal consideration of $1 — and include a receipt-and-sufficiency acknowledgment.",{"mistake":400,"why_it_matters":401,"fix":402},"Ignoring governing-law conflicts between the assignment and the original contract","If the assignment selects a different governing jurisdiction than the original contract, disputes about the scope or validity of the assignment may be litigated in two different courts under two different legal standards.","Default to the same governing law as the original contract unless there is a compelling reason to change it, and check that the forum selection clause in the original contract is not exclusive.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is an assignment of contract?","An assignment of contract is a legal document that transfers one party's rights and obligations under an existing agreement to a new party, called the assignee. The original contracting party — the assignor — steps out of the relationship (or remains secondarily liable), and the assignee steps in. Assignments are commonly used in business sales, real estate transactions, and contractor-to-subcontractor arrangements.\n",{"question":408,"answer":409},"When is an assignment of contract required?","An assignment is required any time a party to an existing contract wants to transfer their position to a third party — whether because a business is being sold, a project is being delegated, a lease is being transferred, or an IP license is being moved into a new entity. Many contracts include anti-assignment clauses that make the assignment mandatory rather than informal, meaning a written document with obligor consent is the only legally valid way to proceed.\n",{"question":411,"answer":412},"What is the difference between an assignment and a novation?","An assignment transfers rights and obligations to a new party but typically leaves the assignor with secondary liability if the assignee defaults. A novation goes further — the original party is completely released and replaced by the new party, with the obligor's agreement. If full release of the assignor is the goal, a novation agreement is the appropriate document; a simple assignment will not achieve it.\n",{"question":414,"answer":415},"Do you need the other party's consent to assign a contract?","It depends on the original contract. Most commercial agreements contain an anti-assignment clause requiring the non-assigning party's written consent before any transfer is valid. Proceeding without required consent renders the assignment void or voidable and may constitute a breach of the original contract. Some contracts permit assignment without consent in specific situations, such as a sale of the entire business or an internal corporate reorganization.\n",{"question":417,"answer":418},"Does assigning a contract release the original party from liability?","Not automatically. In most jurisdictions, the assignor remains secondarily liable under the original contract unless the obligor expressly releases them in writing. The assignment transfers obligations to the assignee, but if the assignee fails to perform, the obligor may still pursue the assignor. A formal release clause — or a separate novation — is required to completely extinguish the assignor's liability.\n",{"question":420,"answer":421},"Can all contracts be assigned?","No. Personal services contracts — agreements that rely on the unique skills, judgment, or identity of a specific party — are generally non-assignable because performance by a substitute does not satisfy the original bargain. Examples include contracts with specific professionals, artists, or executives hired for their personal expertise. Beyond personal services, some contracts are non-assignable by statute or explicit contractual prohibition.\n",{"question":423,"answer":424},"Is an assignment of contract enforceable without consideration?","An assignment of rights alone is generally enforceable without consideration in many jurisdictions. However, an assignment that also delegates obligations — requiring the assignee to perform — typically needs consideration to be enforceable as a binding promise. Including at least nominal consideration and an acknowledgment of its receipt removes any enforceability risk and is best practice in all cases.\n",{"question":426,"answer":427},"What happens to the original contract after assignment?","The original contract remains in effect — its terms, conditions, and obligations are unchanged. Only the identity of one of the parties changes. The assignee steps into the assignor's shoes and must perform under the same terms. Any rights the assignor had to enforce the contract — such as the right to payment or the right to demand performance — also transfer to the assignee as of the effective date.\n",{"question":429,"answer":430},"Do I need a lawyer to prepare an assignment of contract?","For straightforward assignments in low-stakes contexts — such as transferring a simple services agreement — a well-drafted template is often sufficient. Legal review is advisable when the original contract is complex or high-value, when the assignment is part of a larger acquisition or financing transaction, when the governing jurisdiction has specific formal requirements, or when the assignor wants a full release from ongoing liability. A lawyer review typically costs $300–$800 and is proportionate to the risk for most commercial assignments.\n",[432,436,440,444,448,452],{"industry":433,"icon_asset_id":434,"specifics":435},"Real estate","industry-real-estate","Wholesale investors assign purchase agreements to end buyers before closing, transferring the right to purchase without taking title, often with a simultaneous closing or double-close structure.",{"industry":437,"icon_asset_id":438,"specifics":439},"Construction","industry-construction","General contractors assign portions of a prime contract to subcontractors, transferring specific work-scope obligations while typically retaining primary liability to the project owner.",{"industry":441,"icon_asset_id":442,"specifics":443},"Technology / SaaS","industry-saas","Startups assign founder IP agreements, software licenses, or customer contracts into a new operating entity during incorporation or when restructuring ahead of a funding round.",{"industry":445,"icon_asset_id":446,"specifics":447},"Professional services","industry-professional-services","Consulting and staffing firms assign client service agreements when acquiring or merging with competitors, requiring careful obligor consent management to avoid client relationship disruption.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing","industry-manufacturing","Businesses transferring supplier or distribution contracts during asset sales or divestitures use assignment agreements to maintain continuity of supply without renegotiating each agreement from scratch.",{"industry":453,"icon_asset_id":454,"specifics":455},"Finance and lending","industry-fintech","Lenders routinely assign loan agreements and receivables to secondary market buyers or securitization vehicles, making precise assignment language and notice provisions critical to the chain of title.",[457,460,462,465],{"vs":247,"vs_template_id":458,"summary":459},"D{NOVATION_AGREEMENT_ID}","A novation replaces the original contracting party entirely with a new party and releases the original party from all future obligations — it requires the consent and signature of all three parties. An assignment transfers rights and obligations but typically leaves the assignor secondarily liable unless a release is expressly granted. Use a novation when the assignor must be fully discharged; use an assignment when secondary liability is acceptable or the obligor will not grant a full release.",{"vs":235,"vs_template_id":236,"summary":461},"An assignment of lease is a specialized form of contract assignment that transfers a tenant's rights and obligations under a real estate lease to a new tenant. It includes lease-specific provisions — landlord consent procedures, security deposit transfers, and permitted-use confirmations — that a general assignment of contract does not address. Use the lease-specific template when the subject agreement is a real property lease.",{"vs":239,"vs_template_id":463,"summary":464},"intellectual-property-assignment-agreement-D13278","An IP assignment agreement transfers ownership of intellectual property — patents, trademarks, copyrights, or trade secrets — rather than the rights under a contract. While an assignment of contract can transfer a license or IP-related contract, it does not convey underlying IP ownership. When the goal is to transfer the IP asset itself, an IP assignment agreement is required.",{"vs":466,"vs_template_id":467,"summary":468},"Subcontractor Agreement","D{SUBCONTRACTOR_AGREEMENT_ID}","A subcontractor agreement creates a new direct contract between a contractor and a subcontractor for a defined scope of work. It does not transfer the prime contract or bring the subcontractor into a direct relationship with the original client. An assignment of contract, by contrast, substitutes the assignee into the original agreement. Use a subcontractor agreement when you want to delegate work while retaining your own client relationship; use assignment when you want to transfer the contract relationship itself.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Straightforward assignments of low-to-mid-value service or vendor contracts where the obligor's consent is readily obtainable","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Assignments connected to a business sale, financing transaction, or contracts with complex indemnification or IP provisions","$300–$800","2–5 business days",{"best_for":479,"cost":480,"time":481},"High-value or multi-contract assignments, cross-border transactions, full novation with assignor release, or regulated-industry contracts","$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 (Article 2 and Article 9), assignments of rights are generally valid even without anti-assignment clause consent, but delegation of duties requires the obligor's agreement. California and New York courts scrutinize anti-assignment clauses differently — California construes them strictly against the party seeking to block assignment, while New York enforces them broadly. Assignments of government contracts are governed separately by the Assignment of Claims Act, which imposes specific notice and form requirements.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Common-law provinces follow English contract law principles: assignments of rights are valid without consent unless prohibited, but delegation of obligations requires the obligor's agreement. Quebec's Civil Code (Article 1637–1646) has distinct rules requiring notice to the obligor to make the assignment effective against third parties. Anti-assignment clauses are generally enforced, and consent requirements must be strictly followed. Corporate reorganization assignments within related companies may be treated differently depending on the province.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","Under the Law of Property Act 1925, a legal assignment of a debt or other chose in action must be in writing, absolute (not conditional), and accompanied by written notice to the obligor to be effective at law. Equitable assignments are valid without these formalities but are harder to enforce against third parties. Anti-assignment clauses are enforced by English courts, and recent case law (Linden Gardens, Barbados case series) has confirmed that contractually prohibited assignments are wholly ineffective as against the obligor.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","Assignment rules vary significantly across EU member states. France distinguishes between assignment of receivables (cession de créance) and assignment of contract (cession de contrat), the latter requiring the obligor's express consent under the 2016 Civil Code reform. Germany permits assignment of claims freely but requires the obligor's consent to transfer obligations. GDPR may apply if the assigned contract involves the processing of personal data, requiring the obligor's updated data processing arrangements and potentially a new data processing agreement.",[236,504,505,506,507,508,509,510,511,512,513,514],"intellectual-property-assignment-D5229","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","asset-purchase-agreement-for-a-retail-business-D931","subcontract-agreement-D172","letter-of-intent_acquisition-of-business-D5197","memorandum-of-understanding-D12548","technology-licensing-agreement-D13434","assignment-of-lease-by-lessee-with-consent-of-lessor-D1155","general-release-and-settlement-agreement-D12554",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":96,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":526},"transfers-terminations-and-releases","agreement","general","all-stages",[522,518,523,524,525],"legal","assignment","contract-transfer","indemnification",0.95,"\u003Ch2>What is an Assignment of Contract?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment of Contract\u003C/strong> is a legally binding document that transfers one party's rights, benefits, and obligations under an existing agreement to a new party — the assignee — who steps into the original party's position from a specified effective date. The original contracting party, called the assignor, either remains secondarily liable or is formally released, depending on whether the counterparty (the obligor) grants an express discharge. Unlike a novation, which extinguishes and replaces the original party's role entirely, an assignment preserves the original contract's terms while simply substituting who must perform and who is entitled to receive performance.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written assignment of contract, transferring a contractual relationship is legally unenforceable in most jurisdictions — meaning the assignee has no standing to demand performance, collect payment, or enforce the original agreement's protections. In a business acquisition, that gap leaves the buyer unable to enforce inherited customer contracts or supplier agreements. In a real estate wholesale deal, the investor cannot close a transaction that depends on transferring the purchase agreement to the end buyer. In a contractor-to-subcontractor delegation, the scope of transferred obligations is disputed from day one. A properly executed assignment, with obligor consent where required and a clear effective date splitting pre- and post-transfer liability, resolves all of these exposures in a single document — and this template gives you a defensible starting point without drafting from scratch.\u003C/p>\n",1781186040511]