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]