Assignment of Contract

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSIGNMENT OF CONTRACT

This Assignment of Contract (hereinafter referred to as the “Assignment”) is made and entered into on this {{day}} day of {{month}}, {{year}},

BETWEEN:

{{assignor_company_name}}, a company duly incorporated under the laws of [Country/Jurisdiction], with its principal place of business at {{assignor_company_address}} (hereinafter referred to as the “Assignor”);

AND

{{assignee_company_name}}, a company duly incorporated under the laws of [Country/Jurisdiction], with its principal place of business at {{assignee_company_address}} (hereinafter referred to as the “Assignee”).

AND

{{third_party_company_name}}, a company duly incorporated under the laws of [Country/Jurisdiction], with its principal place of business at {{third_party_company_address}} (hereinafter referred to as the “Third Party” or “Original Contracting Party”).

RECITALS

WHEREAS, the Assignor and the Third Party entered into a contract titled “{{original_contract_title}}” dated {{original_contract_date}} (hereinafter referred to as the “Original Contract”), a copy of which is attached hereto as Schedule A.

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

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

WHEREAS, the Third Party hereby consents to such assignment.

AGREEMENT

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:

1. Assignment and Assumption

1.1. The Assignor hereby assigns, transfers, and sets over to the Assignee all of the Assignor’s rights, title, interest, and obligations in and to the Original Contract, effective from {{effective_date}} (hereinafter referred to as the “Effective Date”).

1.2. The Assignee hereby accepts the assignment of the Original Contract and assumes all of the Assignor’s duties, obligations, and liabilities under the Original Contract as if the Assignee were the original contracting party thereto.

2. Representations and Warranties of Assignor

2.1. The Assignor represents and warrants that: (a) it has the full right, power, and authority to assign the Original Contract; (b) the Original Contract is in full force and effect and has not been modified or amended except as disclosed to the Assignee; (c) there are no outstanding defaults or breaches by the Assignor under the Original Contract; and (d) it holds all necessary consents from the Third Party to effect this Assignment.

3. Consent of Third Party

3.1. The Third Party hereby consents to this Assignment and acknowledges that from the Effective Date, the Assignee shall be treated as the “Assignor” under the Original Contract.

4. Indemnification

4.1. The Assignor agrees to indemnify and hold harmless the Assignee from and against any and all claims, demands, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to the Assignor’s performance or non-performance under the Original Contract prior to the Effective Date.

4.2. The Assignee agrees to indemnify and hold harmless the Assignor and the Third Party from and against any and all claims, demands, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to the Assignee’s performance or non-performance under the Original Contract from and after the Effective Date.

5. Governing Law and Jurisdiction

5.1. This Assignment shall be governed by and construed in accordance with the laws of [Country/Jurisdiction].

5.2. Any dispute arising out of or in connection with this Assignment, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in [City, Country] in accordance with the arbitration rules of [Arbitration Body, e.g., the African Court of Arbitration] for the time being in force, which rules are deemed to be incorporated by reference in this clause.

OR (Alternative for non-arbitration approach):

5.2. The Parties agree to submit to the exclusive jurisdiction of the courts of [Country/Jurisdiction].

6. Entire Agreement

6.1. This Assignment, together with the Original Contract and Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

6.2. No amendment or modification of this Assignment shall be valid unless in writing and signed by all Parties hereto.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above written.

ASSIGNOR:

_____________________________

By: {{assignor_signature_name}}

Title: {{assignor_signature_title}}

Date: {{assignor_signature_date}}

ASSIGNEE:

_____________________________

By: {{assignee_signature_name}}

Title: {{assignee_signature_title}}

Date: {{assignee_signature_date}}

THIRD PARTY (Original Contracting Party):

_____________________________

By: {{third_party_signature_name}}

Title: {{third_party_signature_title}}

Date: {{third_party_signature_date}}