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Assignment and Assumption Agreement
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Assignment and Assumption Agreement Template
This Assignment and Assumption Agreement (“Agreement”) is entered into on [Date], by and between:
Assignor: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]
Assignee: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]
Original Contract Party (if consent required): [Name]
Together referred to as the “Parties.”
1. Background
The Assignor entered into an agreement with [Original Party] on [Date of Original Agreement] (the “Original Agreement”). The Assignor wishes to transfer its rights and obligations under the Original Agreement to the Assignee.
2. Assignment
The Assignor hereby assigns, transfers, and conveys to the Assignee all of its rights, title, and interest in and to the Original Agreement, effective as of [Effective Date].
3. Assumption
The Assignee accepts the assignment and agrees to assume and perform all obligations, duties, and liabilities of the Assignor under the Original Agreement as of [Effective Date].
4. Consent of Original Party
If required, the Original Party consents to this assignment and assumption and agrees to be bound by the terms of this Agreement.
5. Representations and Warranties
The Assignor represents that the Original Agreement is valid, enforceable, and not in default.
The Assignee represents that it has the capacity and authority to assume the obligations under the Original Agreement.
6. Release of Assignor
Upon the effective date, the Assignor is released from further obligations under the Original Agreement, except for obligations arising before the effective date.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
8. Entire Agreement
This Agreement contains the entire understanding of the Parties regarding the assignment and supersedes any prior discussions or agreements.
9. Execution
This Agreement may be executed in counterparts and electronic signatures shall be binding.
Signatures
Assignor: ___________________________ Date: _________
Name/Title: [Full Name, Title]
Assignee: ___________________________ Date: _________
Name/Title: [Full Name, Title]
Original Party (if applicable): _____________________ Date: _________
Name/Title: [Full Name, Title]
Details
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Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT FAQ
What is an Assignment and Assumption Agreement?
It is a contract that allows one party (the assignor) to transfer its rights and obligations under an existing agreement to another party (the assignee), with the assignee agreeing to take over those obligations.
Why is an Assignment and Assumption Agreement important?
It provides clarity and legal protection by ensuring that contractual obligations continue seamlessly, while formally documenting the transfer of rights. It protects the assignor from future liability and ensures the assignee is bound by the original contract terms.
When should you use an Assignment and Assumption Agreement?
Use it when selling a business, transferring leases, reassigning service contracts, or otherwise shifting contractual rights and obligations to a new party. It is especially useful in corporate transactions, mergers, or restructurings.
What should an Assignment and Assumption Agreement include?
It should clearly identify the original contract, the assignor, the assignee, the scope of rights and obligations being transferred, effective date, consideration (if any), and consent from the other original party if required.
Does the other party need to consent to the assignment?
Yes—in many contracts, assignments require prior written consent from the non-assigning party. Failing to obtain consent could make the transfer invalid.
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