Assignment Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

1. {{Assignor_company_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with its registered office located at {{Assignor_address}} (hereinafter referred to as the “Assignor”);

AND

2. {{Assignee_company_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with its registered office located at {{Assignee_address}} (hereinafter referred to as the “Assignee”).

Collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Assignor is party to an agreement with {{Third_Party_name}} dated {{original_agreement_date}} concerning {{brief_description_of_original_agreement}} (hereinafter referred to as the “Original Agreement”); and

WHEREAS, the Assignor desires to assign all its rights, title, interest, and obligations under the Original Agreement to the Assignee; and

WHEREAS, the Assignee desires to accept such assignment and assume all associated rights, title, interest, and obligations.

1. ASSIGNMENT

1.1. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby assigns, transfers, and conveys to the Assignee all of the Assignor’s rights, title, interest, and obligations in and to the Original Agreement, effective from the Effective Date.

1.2. The Assignee hereby accepts the assignment and agrees to assume all of the Assignor’s duties, obligations, and liabilities under the Original Agreement, as if the Assignee were the original party thereto.

2. REPRESENTATIONS AND WARRANTIES

2.1. The Assignor represents and warrants that:

(a) It has the full right, power, and authority to enter into this Agreement and to assign the Original Agreement.

(b) The Original Agreement is in full force and effect and has not been modified or terminated.

(c) All consents, approvals, and notices required for this assignment have been obtained or given.

2.2. The Assignee represents and warrants that:

(a) It has the full right, power, and authority to enter into this Agreement and to assume the Original Agreement.

(b) It is financially capable of performing the obligations under the Original Agreement.

3. INDEMNIFICATION

3.1. The Assignor agrees to indemnify and hold harmless the Assignee from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to the Assignor’s breach of any representation, warranty, or covenant contained in this Agreement.

3.2. The Assignee agrees to indemnify and hold harmless the Assignor from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to the Assignee’s breach of any representation, warranty, or covenant contained in this Agreement or its performance of obligations under the Original Agreement from the Effective Date.

4. GOVERNING LAW AND JURISDICTION

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

4.2. The Parties irrevocably agree that the courts of {{jurisdiction}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

5. MISCELLANEOUS

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

5.2. No amendment or modification of this Agreement shall be valid unless in writing and signed by duly authorized representatives of both Parties.

5.3. 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.

5.4. Headings are for convenience only and shall not affect the interpretation of this Agreement.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Assignment Agreement as of the Effective Date.

_____________________________

{{Assignor_company_name}}

By: {{Assignor_signatory_name}}

Title: {{Assignor_signatory_title}}

_____________________________

{{Assignee_company_name}}

By: {{Assignee_signatory_name}}

Title: {{Assignee_signatory_title}}