Contract Assignment Agreement Template

This Contract Assignment Agreement (hereinafter referred to as the "Agreement") made and entered on [Document.CreatedDate], by and between:

Name: [Assignor.FirstName][Assignor.LastName][Assignor.Company] (hereinafter referred to as "Assignor"), and

Name: [Assignee.FirstName][Assignee.LastName][Assignee.Company] (hereinafter referred to as "Assignee"), and

Assignor and Assignee are hereinafter referred to as “Parties” collectively in this Agreement.

Recitals

A. Assignor assigns and transfers the Assignee all of its rights, title, and interest in and to the contract, named (insert name of the original contract) (hereinafter referred to as the "Contract"), dated (insert date of the original contract), and expires on (insert the date when the original contract expires).

In consideration for the assignment, the Assignee will pay the Assignor the sum of (insert amount).

B. Assignor desires to assign the Contract to Assignee and Assignee desires to accept the assignment of the Contract.

C. The terms of this Assignment Agreement shall supersede the terms of the original Contract to the extent that there is any conflict between the terms of the original Contract and the terms of this Assignment Agreement.

Conditions

This Agreement is subject to the following conditions:

1. Both Parties have all necessary rights and authority to enter into this Agreement and to assign the Contract to Assignee;

2. This Agreement does not and will not be construed to violate any agreement to which either the Assignor or the Assignee is a party or by which they are bound; and

3. Parties have had the opportunity to seek independent legal counsel prior to signing this Agreement and have either done so or have voluntarily waived their right to do so.

Indemnification

The Assignee agrees to indemnify and hold the Assignor harmless from and against any and all costs, losses, damages, claims, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claims or suits based on allegations that arise.

Counterparts

This Agreement may be executed in counterparts (and by different Parties hereto on different counterparts), each of which shall be deemed an original, but all of which together shall constitute the same instrument.

Non-Transferability

Except as expressly provided in this Agreement, the rights and obligations of the Parties under this Agreement are not assignable or transferable, neither whole nor in part.

Termination

Subsequently, this Agreement may not be terminated except by mutual agreement of the Assignor and the Assignee. In the event of termination, any sums paid by Assignee to Assignor under this Agreement shall be reimbursed to Assignee within (insert number of days) of the termination of this Agreement.

Confidentiality

Assignee shall maintain all information regarding the Contract in the strictest confidence and shall not reveal such information to any person or entity without the express written consent of Assignor.

Governing Laws

This Agreement shall be governed by and construed under the laws of the State of [Assignor.State]​.

Agreed and Accepted

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date written below.