Agreement of Absolute Transfer and Assignment

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{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT

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

BY AND BETWEEN:

{{Transferor_Company_Name}}, a company duly incorporated and existing under the laws of {{Transferor_Jurisdiction}}, with its principal place of business at {{Transferor_Address}} (hereinafter referred to as the “Transferor”);

AND

{{Assignee_Company_Name}}, a company duly incorporated and existing under the laws of {{Assignee_Jurisdiction}}, with its principal place of business at {{Assignee_Address}} (hereinafter referred to as the “Assignee”).

(The Transferor and Assignee collectively referred to as the “Parties” and individually as a “Party”)

RECITALS

WHEREAS, the Transferor is the sole and absolute owner of [description of asset/right being transferred, e.g., the intellectual property rights pertaining to “{{Project_Name}}”, or the contractual rights arising from the “{{Original_Agreement_Name}}” dated {{Original_Agreement_Date}}] (hereinafter referred to as the “Assigned Asset”);

WHEREAS, the Transferor desires to absolutely transfer and assign all its rights, title, and interest in and to the Assigned Asset to the Assignee;

WHEREAS, the Assignee desires to acquire all rights, title, and interest in and to the Assigned Asset from the Transferor;

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 agree as follows:

1. ABSOLUTE TRANSFER AND ASSIGNMENT

1.1 The Transferor hereby absolutely and unconditionally transfers, assigns, and sets over unto the Assignee, its successors and assigns, all of the Transferor’s right, title, and interest in, to, and under the Assigned Asset, effective as of the date of this Agreement.

1.2 The Transferor warrants that it has full right, power, and authority to transfer and assign the Assigned Asset as contemplated herein and that the Assigned Asset is free and clear of all liens, encumbrances, and adverse claims, except as expressly disclosed in Schedule A hereto.

2. CONSIDERATION

2.1 In consideration for the absolute transfer and assignment of the Assigned Asset, the Assignee shall pay to the Transferor the sum of {{Amount}} ({{Amount_Words}}) on or before {{Payment_Date}}.

2.2 Payment shall be made by way of {{Payment_Method}} to the bank account specified by the Transferor: {{Bank_Name}}, Account Number: {{Account_Number}}, Branch Code: {{Branch_Code}}.

3. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR

3.1 The Transferor represents and warrants to the Assignee that:

(a) It is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

(b) It has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(c) This Agreement constitutes a valid and binding obligation of the Transferor, enforceable against it in accordance with its terms.

(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate or conflict with any agreement or instrument to which the Transferor is a party or by which it is bound.

4. INDEMNIFICATION

4.1 The Transferor shall indemnify and hold harmless the Assignee from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of the Transferor’s representations, warranties, or covenants contained in this Agreement.

4.2 The Assignee shall indemnify and hold harmless the Transferor from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Assignee’s ownership or use of the Assigned Asset after the effective date of this Agreement.

5. GOVERNING LAW AND DISPUTE RESOLUTION

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

5.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the {{Arbitration_Institution}} in {{Arbitration_City}}, {{Arbitration_Country}}.

6. ENTIRE AGREEMENT

6.1 This Agreement 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, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

7. NOTICES

7.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or sent by email, to the addresses set forth below:

If to Transferor:

Address: {{Transferor_Notice_Address}}

Email: {{Transferor_Notice_Email}}

If to Assignee:

Address: {{Assignee_Notice_Address}}

Email: {{Assignee_Notice_Email}}

7.2 Either Party may change its address for notice by giving written notice to the other Party in accordance with this Section 7.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

TRANSFEROR:

_____________________________

By: {{Transferor_Signatory_Name}}

Title: {{Transferor_Signatory_Title}}

Date: {{Transferor_Signature_Date}}

ASSIGNEE:

_____________________________

By: {{Assignee_Signatory_Name}}

Title: {{Assignee_Signatory_Title}}

Date: {{Assignee_Signature_Date}}