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Legal AgreementsDue Diligence

Assignment of Contract

This template is used to formally transfer contractual rights and obligations from one party (the Assignor) to another (the Assignee). It is essential for business mergers, acquisitions, or when restructuring contractual relationships in a Southern African context.

Updated 15d ago
contract assignmentlegal documentdue diligencetransfer of rightsobligationsSouthern Africabusiness law

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Assignment of Contract

Assignment of Contract

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

ASSIGNMENT OF CONTRACT

This ASSIGNMENT OF CONTRACT (hereinafter referred to as the 'Agreement') is made and entered into on this the {{day}} day of {{month}}, {{year}},

BETWEEN:

{{assignor_company_name}}, a company duly incorporated and registered under the laws of {{assignor_jurisdiction}}, with its principal place of business at {{assignor_address}} (hereinafter referred to as the 'Assignor')

AND

{{assignee_company_name}}, a company duly incorporated and registered under the laws of {{assignee_jurisdiction}}, with its principal place of business at {{assignee_address}} (hereinafter referred to as the 'Assignee')

RECITALS

WHEREAS, the Assignor is party to a contract with {{original_counterparty_name}} (hereinafter referred to as the 'Original Counterparty') dated {{original_contract_date}} for {{description_of_original_contract}} (hereinafter referred to as the 'Original Contract'). A copy of the Original Contract is attached hereto as Schedule A.

WHEREAS, the Assignor desires to assign all of its rights, title, interest, and obligations in and under the Original Contract to the Assignee.

WHEREAS, the Assignee desires to accept such assignment and assume all of the Assignor’s rights, title, interest, and obligations under the Original Contract.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ASSIGNMENT

The Assignor hereby assigns, transfers, and sets over unto the Assignee all of the Assignor’s rights, title, and interest in and to the Original Contract, effective as of {{effective_date_of_assignment}} (hereinafter referred to as the 'Effective Date').

ASSUMPTION OF OBLIGATIONS

The Assignee hereby accepts the assignment and assumes all of the Assignor’s duties, obligations, and liabilities under the Original Contract from and after the Effective Date.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

The Assignor represents and warrants to the Assignee that:

a. The Assignor is the sole legal and beneficial owner of the rights being assigned under this Agreement.

b. The Assignor has the full power and authority to assign the Original Contract.

c. The Original Contract is in full force and effect and has not been modified or amended except as disclosed in writing to the Assignee.

d. There are no outstanding or pending claims, disputes, or proceedings under the Original Contract.

INDEMNIFICATION

The Assignor shall indemnify and hold harmless the Assignee from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Original Contract prior to the Effective Date.

The Assignee shall indemnify and hold harmless the Assignor from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Original Contract from and after the Effective Date.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

SIGNATURES:

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

_____________________________

Assignor ({{assignor_company_name}})

Name: {{assignor_name}}

Title: {{assignor_title}}

_____________________________

Assignee ({{assignee_company_name}})

Name: {{assignee_name}}

Title: {{assignee_title}}

_____________________________

Witness 1 Name: {{witness1_name}}

Witness 1 ID/Passport No: {{witness1_id_passport}}

Witness 1 Signature:

_____________________________

Witness 2 Name: {{witness2_name}}

Witness 2 ID/Passport No: {{witness2_id_passport}}

Witness 2 Signature:

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