Assignment

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSIGNMENT NO: {{assignment_number}}

THIS DEED OF ASSIGNMENT is made and entered into on this {{day}} day of {{month}}, {{year}}

BY AND BETWEEN:

{{assignor_company_name}} a company duly incorporated in accordance with 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 in accordance with 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 an agreement or contract dated {{original_agreement_date}} with {{original_counterparty_name}} concerning {{description_of_original_agreement}} (the “Original Agreement”).

AND WHEREAS, the Assignor desires to assign all of its rights, title, interest, and obligations in and to the Original Agreement to the Assignee, and the Assignee desires to accept such assignment.

NOW, THEREFORE, the parties hereto agree as follows:

ASSIGNMENT

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 Agreement, effective as of {{effective_date_of_assignment}} (the “Effective Date”).

1.2. The Assignee hereby accepts the assignment of the Original Agreement and agrees to be bound by all the terms, conditions, and obligations contained therein, as if the Assignee were the original party to the Original Agreement.

ASSUMPTION OF OBLIGATIONS

2.1. The Assignee hereby assumes and agrees to perform all of the Assignor’s duties and obligations under the Original Agreement from and after the Effective Date.

2.2. The Assignor shall be released from all obligations arising under the Original Agreement from the Effective Date, provided that such release is accepted by {{original_counterparty_name}}.

REPRESENTATIONS AND WARRANTIES

3.1. The Assignor represents and warrants that it has the full right, power, and authority to assign the Original Agreement and that the Original Agreement is in full force and effect and is freely assignable.

3.2. The Assignor further represents and warrants that there are no outstanding defaults under the Original Agreement by the Assignor as of the Effective Date.

INDEMNIFICATION

4.1. The Assignee agrees to indemnify and hold harmless the Assignor from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable legal fees) that may arise from the Assignee’s performance or non-performance of the Original Agreement from the Effective Date.

4.2. The Assignor agrees to indemnify and hold harmless the Assignee from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable legal fees) that may arise from the Assignor’s performance or non-performance of the Original Agreement prior to the Effective Date.

GOVERNING LAW

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

ENTIRE AGREEMENT

6.1. This Deed of Assignment constitutes the entire agreement between the Assignor and the Assignee with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

SIGNATURE BLOCK

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

_____________________________

Assignor’s Signature

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

Date: {{assignor_signature_date}}

_____________________________

Assignee’s Signature

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

Date: {{assignee_signature_date}}

Witnessed By:

_____________________________

Witness Signature

Name: {{witness_name}}

ID Number: {{witness_id_number}}

Date: {{witness_signature_date}}