Agreement to Assign

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Agreement to Assign

This Agreement to Assign (hereinafter referred to as "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{assignor_company_name}}, a company duly incorporated and existing under the laws of {{assignor_jurisdiction}}, with its registered address at {{assignor_address}} (hereinafter referred to as "the Assignor"); and

{{assignee_company_name}}, a company duly incorporated and existing under the laws of {{assignee_jurisdiction}}, with its registered address at {{assignee_address}} (hereinafter referred to as "the Assignee").

Collectively referred to as “the Parties.”

RECITALS

WHEREAS, the Assignor is party to a certain agreement dated {{original_agreement_date}} (hereinafter referred to as the “Original Agreement”) with {{original_agreement_counterparty_name}} (hereinafter referred to as “the Counterparty”) concerning {{description_of_original_agreement}}.

WHEREAS, the Assignor desires to assign all of its rights, benefits, and obligations under the Original Agreement to the Assignee, and the Assignee desires to accept such assignment.

ASSIGNMENT

1.1. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 Agreement, effective as of the Effective Date.

1.2. The Assignee hereby accepts the assignment of the Original Agreement and agrees to assume and perform all of the Assignor’s obligations under the Original Agreement, effective as of the Effective Date.

ASSUMPTION OF OBLIGATIONS

2.1. The Assignee hereby covenants and agrees to assume and be bound by all of the terms, conditions, and covenants of the Original Agreement, and to fully perform all of the obligations of the Assignor thereunder, from and after the Effective Date.

2.2. The Assignee further agrees to indemnify and hold harmless the Assignor from and against any and all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney’s fees) arising out of or relating to the Assignee’s failure to perform its obligations under the Original Agreement.

REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

3.1. The Assignor represents and warrants to the Assignee that:

a) The Assignor has the full right, power, and authority to enter into this Agreement and to make the assignment contemplated herein.

b) The Original Agreement is in full force and effect and has not been amended, modified, or terminated except as disclosed in writing to the Assignee.

c) The Assignor has not previously assigned or encumbered its rights under the Original Agreement.

d) To the best of the Assignor’s knowledge, information and belief, there are no existing defaults or breaches under the Original Agreement by any party thereto.

INDEMNIFICATION BY ASSIGNOR

4.1. The Assignor agrees to indemnify and hold harmless the Assignee from and against any and all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney’s fees) arising out of or relating to any breach of the Assignor’s representations, warranties, or covenants contained in this Agreement or its failure to perform obligations under the Original Agreement that accrued prior to the Effective Date.

GOVERNING LAW AND JURISDICTION

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 the courts of {{jurisdiction_for_disputes}}.

GENERAL PROVISIONS

6.1. 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.

6.2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

6.3. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.4. Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by email to the addresses specified herein or as updated by notice.

6.5. Cession/Delegation: Neither party may cede or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party.

SIGNATURES

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

_____________________________

For: {{assignor_company_name}}

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

_____________________________

For: {{assignee_company_name}}

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

WITNESSES:

1. _____________________________

Name: {{witness_1_name}}

ID Number: {{witness_1_id}}

2. _____________________________

Name: {{witness_2_name}}

ID Number: {{witness_2_id}}