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Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Written by Josh Sainsbury | Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Sales and Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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The IP Law Blog

The essential purpose of the short form copyright assignment.

17 U.S.C. § 205 deals with the recording of transfers of copyright ownership.  The Copyright Act does not require that transfers be recorded.  In order for a transfer of an interest in a copyright to be effective, it is enough that it is in writing and signed by parties.  So if the Copyright Act does not require that transfers of ownership by recorded, what is the benefit to doing it.

Similar to recording an initial copyright interest in a work, transfers are recorded in order to provide constructive notice of the transfer of ownership and to vest the new owner with the right to sue for infringement.  There is one other reason to record the transfer of copyright ownership and other documents pertaining to a copyright; addressing how to deal with conflicting transfers.

Some may assume that once the seller of a copyright interest transfers ownership that seller cannot sell the same interest a second time (or if the unscrupulous seller does so, the second buyer takes nothing).  That’s not always the case.  17 U.S.C. § 205(d) provides:

As between two conflicting transfers, the one executed first prevails if it is recorded, in the manner required to give constructive notice under [17 U.S.C. § 205(c)], within one month after its execution in the United States or within two months after its execution outside the United States, or at any time before recordation in such manner of the later transfer.  Otherwise the later transfer prevails if recorded first in such manner, and if taken in good faith, for valuable consideration or on the basis of a binding promise to pay royalties, and without notice of the earlier transfer.

In the scenario where the first buyer (or first exclusive licensee or first optionee) fails to record its interest prior to a second transfer (or grant of exclusive license or grant of option), a second transferee who took without notice, paid valuable consideration and recorded its transaction first, would have a superior interest in the subject work.  If, however, the subsequent transferee had notice (constructive, actual and possibly inquiry notice), then the subsequent transferee would not have a superior interest.  Similarly, the subsequent transferee would not have a superior interest if valuable consideration was not paid, or if the prior transferee recorded its transfer within the statutory grace period of one (or two) months from execution of the prior transfer.

My client was surprised to learn that if it did not record its option (in the form of a short form option), an unscrupulous rights holder could grant the same option to the same material a second time and divest my client of its rights under the option agreement.  While my client would certainly have a claim against the unscrupulous rights holder, the damages my client could potentially collect may be limited to its out of pocket costs and expenses related to the option; no recovery of any potential profits the client could have made from the exploitation of the program based on the literary material that was the subject of the option.

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Contract Assignment Agreement

Rating: 4.8 - 105 votes

This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

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Contract Assignment Agreement - Template - Word and PDF

Country: United States

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This assignment and assumption of agreement is between , an individual a(n) (the " Assignor ") and , an individual a(n) (the " Assignee ").

The Assignor and , an individual a(n) (the " Other Party "), entered an agreement dated (the " Agreement "), a copy of which is attached as Exhibit A .

Under section of the Agreement relating to assignments, the Assignor may assign the Agreement to the Assignee and the Other Party wants to permit this assignment.

The parties therefore agree as follows:

1. ASSIGNMENT.

The Assignor assigns to the Assignee of all its rights in, and delegates to the Assignee all of its obligations under, the Agreement. This transfer will become effective on (the " Effective Date "), and will continue until the current term of the Agreement ends.

2. ASSUMPTION OF RIGHTS AND   DUTIES.  

After the Effective Date, the Assignee shall assume all rights and duties under the Agreement. The Assignor will have no further obligations under the Agreement The Assignor will remain bound to the Other Party under the Agreement for the following purposes: . However, the Assignor remains responsible for obligations accruing before the Effective Date.

3. INCONSISTENCY.

If there is a conflict between this assignment and the Agreement, the terms of this assignment will govern.

4. AGREEMENT CONTINUANCE.

Except as expressly modified and supplemented by this assignment, all other terms in the Agreement remain in full effect and continue to bind the parties, including the prohibition against further assignments without the Other Party's express written consent.

5. ASSIGNOR'S REPRESENTATIONS .

The Assignor represents that:

• (a)  it is the lawful and sole owner of the interests assigned under this assignment;
• (b)  it has not previously assigned its rights under the Agreement;
• (c) the interests assigned under this assignment are free from all encumbrances; and
• (d)  it has performed all obligations under the Agreement.

6. INDEMNIFICATION.

• (a) Of Other Party by Assignee. The Assignee shall indemnify the Other Party against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorney's fees and other costs of defense, resulting from the Assignee's performance under the Agreement after the Effective Date.
• (b) Of Other Party by Assignor. The Assignor shall indemnify the Other Party against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorneys' fees and other costs of defense, resulting from the Assignor's performance under the Agreement before the Effective Date. With respect to claims, actions, judgments, liabilities, proceedings, and costs resulting from the Assignee's performance under the Agreement after the Effective Date, the Other Party shall look first to the Assignee to satisfy those claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense.
• (c) Of Assignee by Assignor. The Assignor shall indemnify the Assignee against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorneys' fees and other costs of defense, that may after the Effective Date be suffered by or asserted against the Assignee because of the Assignor's failure to have performed, before the Effective Date, all of the Assignor's obligations under the Agreement or because of any other claims accruing before the Effective Date that may be asserted with respect to the Agreement.
• (d) Of Assignor by Assignee. The Assignee shall indemnify the Assignor against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorneys' fees and other costs of defense, that may after the Effective Date be suffered by or asserted against the Assignor because of the Assignee's failure to have performed, after the Effective Date, all of the Assignor's obligations under the Agreement or because of any other claims accruing after the Effective Date that may be asserted with respect to the Agreement.

7. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this assignment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This assignment, agreements ancillary to this assignment, and related documents entered into in connection with this assignment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

8. SEVERABILITY.

If any provision contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

10. ENTIRE AGREEMENT.

This assignment, together with the Agreement, constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. No party was induced to enter this assignment by, and no party is relying on, any statement, representation, warranty, or agreement of any other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.

11. HEADINGS.

The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.

12. EFFECTIVENESS.

This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.

13. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this assignment on the date stated opposite that party's signature.

The Other Party hereby acknowledges and consents to the above assignment and assumption, and as of its effective date, releases the Assignor from all future obligation and liability under the Agreement. In executing its consent to this assignment, the Other Party does not release the Assignor from any claims or remedies it may have against the Assignor under the Agreement.

In executing its consent to this assignment, the Other Party does not release the Assignor from any claims or remedies it may have against the Assignor under the Agreement.

[PAGE BREAK HERE]

EXHIBIT A Attach copy of original agreement

Free Assignment of Agreement Template

Transfer work responsibilities efficiently with an assignment of agreement. facilitate a smooth transition from one party to another..

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How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.

Assignment of agreement: How-to guide

Assignment agreements are foundational documents in legal transactions that enable the transfer of contractual rights and responsibilities from one party to another. Understanding the complexities of assignment agreements is critical for individuals and corporations alike. In this detailed article, we will look at the specifics of assignment agreements, from their concept to practical uses.

What is an assignment of agreement?

An assignment agreement is a legal procedure that transfers contractual rights and duties from the original party (the assignor) to a third party (the assignee). This transfer includes substituting one party for another, with the assignee taking over the rights and contractual obligations indicated in the original contract. Assignment agreements are critical in many legal transactions, facilitating the smooth transfer of interests while maintaining the integrity of contractual relationships.

When do you need an assignment agreement?

You may need an assignment agreement in various scenarios where the transfer of contractual rights and obligations is required. Some common situations include:

1. Business acquisitions : When acquiring a business, you may need to assign existing contracts to ensure the smooth transition of rights and responsibilities to the new owner.

2. Real estate transactions : Assignment agreements are often used in real estate deals to transfer leases, mortgages, or other property interests from one party to another.

3. Intellectual property transfers : Assignments play a crucial role in transferring intellectual property rights, such as patents ( patent assignment ), trademarks ( trademark assignment ), and copyrights ( copyright assignment ), from one entity to another.

4. Employment arrangements : Assignment agreements may be necessary to transfer employment contracts from one employer to another in mergers, acquisitions, or corporate restructuring.

5. Contractual agreements : Any situation where one party wishes to delegate its rights or obligations under a contract to another party may necessitate an assignment agreement. 

By utilizing assignment agreements in these scenarios, parties can ensure the seamless transfer of rights and obligations, protect their interests, and mitigate potential disputes.

What are the elements of an assignment agreement?

The primary element in an assignment agreement is the transfer of rights and contractual obligations from the assignor to the assignee. This transfer ensures that the assignee assumes the same rights and obligations originally outlined in the contract.

Assumption of rights and duties

Upon accepting the assignment, the assignee takes over all the rights and duties specified in the original contract. This includes responsibilities, privileges, and obligations previously held by the assignor.

Inconsistencies

To address any discrepancies between the terms of the assignment and the existing contract, it's essential to include provisions outlining how to resolve such differences or disputes. Clarity in addressing inconsistencies helps ensure the enforceability of the agreement.

Agreement continuance

Despite changes in the parties involved, the terms and conditions of the existing contract typically continue to govern the relationship between the parties. This continuity ensures that the contractual obligations remain in effect following the assignment.

Assignor's representations

The assignor asserts the legality of the assignment and the rights being transferred. These representations assure the assignee of the transaction's legitimacy and legality.

Indemnification

Indemnity provisions must be added to protect the assignee from any liabilities that result from the assignment. These provisions safeguard the assignee from losses, damages, or obligations arising from the assignor's actions or omissions.

Proper execution of the assignment agreement requires the signatures of all parties concerned. Obtaining signatures assures formal recognition and approval of the conditions of the agreement.

Including clear and detailed headings in the assignment agreement will help organize the document and guide the parties through its content. These titles improve reading and understanding, decreasing uncertainty and ambiguity while interpreting the agreement.

Effectiveness

Add the clauses addressing the effectiveness of the assignment agreement. Establish the date or conditions under which the assignment takes effect, providing clarity and certainty to the parties concerned.

Necessary acts

To enable a smooth and efficient transfer of interests, include provisions requiring the parties to perform specified activities or meet specific responsibilities to complete the assignment, such as obtaining third-party approval or signing supplementary agreements.

Severability

Severability clauses are added to guarantee that the assignment agreement remains enforceable even if a court declares specific terms or sections unlawful or unenforceable. By incorporating severability clauses, parties ensure the agreement's overall enforceability, as the other sections will stay in effect.

Waiver provisions allow any party to voluntarily surrender rights or duties in an assignment agreement. These provisions allow parties to waive particular rights or responsibilities mentioned in the agreement, allowing flexibility and mutual consent to change certain aspects as needed.

Entire agreement

This phrase indicates that the assignment agreement is the complete understanding of the parties concerned. By incorporating an entire agreement language, the parties certify that the terms and conditions of the assignment agreement override any earlier agreements, conversations, or understandings, whether oral or written. This provision helps avoid conflicts arising from misunderstandings or competing provisions outside of the written agreement.

Together, these components create the structure of an assignment agreement, assuring clarity, enforceability, and legal compliance.

What are the governing laws guiding assignment agreements?

In the United States, the assignment of agreements is controlled by both federal government and state legislation, as well as common law principles. Federal laws, such as the  Uniform Commercial Code (UCC), may apply to some components of assignment agreements, particularly those involving the transfer of goods and commercial transactions.

Contract law legislation and regulations differ by state, and each state may have its procedures for enforcing and interpreting assignment agreements. In addition, courts may use  common law concepts and precedents established via  case law to address problems involving assignment agreements.

Ensure that the assignment complies with the terms of the original contract, get any necessary consents from relevant parties, and adhere to any statutory or contractual limits on assignment. A violation of public policy or legislative prohibitions could make an assignment unlawful or unenforceable.

What are the best practices for drafting assignment agreements?

Assignment agreements must be drafted with great attention to detail and by best practices to guarantee clarity, enforceability, and protection of the parties' interests. Here are some significant points to keep in mind.

Writing simple and comprehensible language

Avoid using vague or ambiguous language that could lead to misunderstandings or disputes. Instead, use clear and precise language to outline the rights, duties, and obligations of each party. Define terms explicitly to avoid interpretation issues.

Including “consideration”

Include consideration, such as monetary compensation or services rendered, to validate the agreement. Failing to do so can invalidate the agreement, so ensure that valuable consideration is exchanged between the parties.

Obtaining consent

Before assigning rights, obtain written consent from all relevant parties involved. Assigning rights without necessary consent may render the assignment unenforceable, so verify consent requirements and obtain written consent to ensure validity and enforceability.

Including indemnification clause

Include indemnification clauses to protect parties from liabilities arising from the assignment. Specify the scope and limitations of indemnification to avoid disputes and safeguard against losses, damages, or liabilities resulting from actions or omissions.

Identifying applicable laws and regulations

Conduct thorough research to identify federal, state, and local laws governing assignment agreements. Compliance with applicable laws and regulations is essential to avoid non-compliance and legal challenges.

Adding severability clause

Include severability clauses to guarantee that the entire agreement is enforceable. If any term is invalid, severability clauses require that the remaining sections stay in effect, ensuring the agreement's overall enforceability.

Specifying the governing law

Designate the governing law of the assignment agreement to avoid uncertainty in case of disputes. Specify the jurisdiction whose laws will govern the interpretation and enforcement of the agreement.

Seeking legal counsel

Engage qualified legal counsel experienced in contract law to assist in drafting, reviewing, and negotiating assignment agreements. Legal professionals can provide invaluable expertise and ensure compliance with legal requirements.

For individuals and businesses seeking a convenient and reliable resource to draft assignment agreements, LegalZoom offers a free assignment agreement template. This template provides a structured framework for creating comprehensive assignment agreements, incorporating key provisions to protect the interests of all parties involved. 

In conclusion, assignment agreements are critical tools in legal transactions because they allow for the clear and precise transfer of contractual rights and duties. Understanding the aspects of assignment agreements, recognizing their practical uses, and adhering to legal concerns allows parties to confidently traverse complicated contractual relationships and preserve the integrity of their transactions.

Frequently asked questions

What does an assignment of agreement mean.

An assignment agreement allows a party to transfer their contract's obligations and rights to another party, provided it's permitted under the original agreement. This can be beneficial for various reasons, such as changes in business circumstances, local laws, or market conditions. Here's what you'll need to complete your assignment agreement:

• Assignor information : Gather the name and contact details of the party transferring their rights and duties
• Assignee information : Obtain the information of the party who will assume the responsibilities under the agreement
• Other party information : Know the details of the other party involved in the original agreement

What is the purpose of the assignment agreement?

The purpose of the assignment contract is to allow a party to transfer their contractual rights and obligations to another party, with consent, under the terms of the original agreement.

How do you assign an agreement?

To assign an agreement, you typically need to obtain consent from all relevant parties involved in the original contract and then draft an assignment agreement outlining the transfer of rights and obligations to the new party.

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Assignment Agreement Forms (12) | Samples

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Updated June 22, 2023

An assignment agreement transfers ownership interest from an assignor (giving party) to an assignee (receiving party). The interest usually consists of a benefit with any included liabilities. If any payment is required, it should be mentioned in the assignment.

By Type (12)

Domain Name

Intellectual Property

Lease Agreement

Real Estate Purchase Contract

Table of Contents

• Assignment Agreements: By Type (12)

Step 1 – Make a Deal

Step 2 – verify ownership, step 3 – write the agreement, step 4 – take control.

• Sample : Assignment Agreement

How to Write

How to assign (4 steps).

The assignor (seller) and the assignee (buyer) should get together to make a verbal agreement or write a letter of intent. This allows the assignee to conduct their due diligence and ensure the property is what the assignor claims to be.

In most real estate contracts, for example, a notary public is not required to sign an agreement. Therefore, it’s best to verify with the other party, the landlord or seller, that the contract is valid.

Write the assignment agreement including the property details and sales price. Include any other agreed-upon terms and conditions.

No matter the type of property (real, personal, etc.) after an agreement is signed, the property should be delivered to the assignee’s possession.

Sample Assignment Agreement

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ASSIGNMENT AGREEMENT

I. THE PARTIES. This Assignment Agreement (“Agreement”) is made on [DATE] , (“Effective Date”) by and between:

Assignor: [ASSIGNOR’S NAME] , (“Assignor”) with a mailing address of [ASSIGNOR’S MAILING ADDRESS] ,

Assignee: [ASSIGNEE’S NAME] , (“Assignee”) with a mailing address of [ASSIGNEE’S MAILING ADDRESS] .

The above-referenced Assignor and Assignee may each be referred to as a “Party” and collectively referred to herein as the “Parties.”

II. THE ASSIGNMENT. The Parties agree that under this Agreement, the Assignor shall assign, convey, and transfer all their interest in the following to the Assignee: [DESCRIBE WHAT IS BEING ASSIGNED]

Hereinafter known as the “Assignment.”

III. TRANSFER. The Parties agree that the Assignor is transferring the Assignment for the following:

☐ – Fixed Payment of $ [PAYMENT AMOUNT] (“Payment Amount”). The Assignment is to be transferred in exchange for the Assignee paying the Assignor the Payment Amount within [ # ] days of the Effective Date.

☐ – No Payment. The Assignor is transferring the Assignment to the Assignee for no payment or compensation. The Assignee’s consideration shall be recognized as the undertaking of any liabilities or obligations in the Assignment.

☐ – Gift. The Assignor is granting the Assignment as a gift to the Assignee.

☐ – Other. [ DESCRIBE ]

IV. LIABILITIES. The Assignor hereby claims and warranties to hold the interest described in the Assignment and that the: (check one)

☐ – Assignment is Free of Liens, Claims, or Encumbrances. The Assignor is transferring an interest in the Assignment and warranties it to be free of liens, claims, or encumbrances of any kind.

☐ – Assignment is Holds the following Liens, Claims, or Encumbrances: [DESCRIBE]

V. 3RD PARTY APPROVAL. For this Agreement to be in effect: (check one)

☐ – It is REQUIRED for [3RD PARTY’S NAME] (“3rd Party”) to approve this Agreement within [#] days of the Effective Date. If the 3rd Party does not approve this Agreement or fails to sign, this Agreement shall be considered void.

☐ – It is NOT REQUIRED a 3rd Party to approve this Agreement. Upon the execution by both Parties, this Agreement shall be in full force and effect.

VI. ASSUMPTION. The Assignee acknowledges and agrees to assume the transfer and ownership of all liabilities, obligations, and claims that currently exist or may in the future regarding the Assignment. As of the Effective Date, the Assignee agrees to comply with all terms, make all payments, and perform all the conditions, covenants, and any other duties as part of the Assignment.

VII. PARTIES’ REPRESENTATIONS. The Assignee acknowledges that they have a full understanding of the Assignment and the terms of this Agreement. The Assignor further warrants that they own the rights transferred in the Assignment and understand the terms of this Agreement. Both Parties agree to provide and complete any obligations under this Agreement or the Assignment.

VIII. SEVERABILITY. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

IX. GOVERNING LAW. This Agreement shall be governed under the laws located in the State of [ STATE OF GOVERNING LAW ].

X. WAIVER. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

XI. ADDITIONAL TERMS. [ADDITIONAL TERMS]

XII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties.

Assignor Signature: ____________________________ Date: ______________

Assignee Signature: ____________________________ Date: ______________

3rd Party Signature (if any): ____________________ Date: ______________

Section I. The Parties

(1) Effective Date Of Assignment. The date when this agreement becomes active must be established. Deliver the calendar date when its effect first obligates the signature Parties to its conditions and terms.

(2) Name Of Assignor.   The full name of the Party who intends to release his or her interest or claim must be presented. This Party whether it is an Individual or Business Entity will be known as the Assignor of the claim, interest, and/or property this paperwork discusses.

(3) Mailing Address Of Assignor. Produce a record of the address needed to contact the Assignor by mail. This should be a regularly monitored address that can be considered reliable.

(4) Assignee Name. The Party that wishes to assume the same right to claim or the same interest that the Assignor enjoys with the discussed property and will gain such interest through this paperwork is the Assignee and should be identified by name.

(5) Assignee Mailing Address. The address required to reach the Assignee by mail so that he or she may receive notices and other correspondence required by this agreement should be presented.

Section II. The Assignment

(6) Details Of Assignment. The assignment being released from the Assignor and being designated to the Assignee must be described. This agreement is versatile allowing nearly any type of assignment of property, a claim on property, a share of the property, or any other interest that may be transferred from one Entity to another however, the type of assignment and the level of interest that will be granted or made available to the Assignee must be documented.

Section III. Transfer

(7) Fixed Payment.   The Assignor’s designation or release of property or interest may be contingent upon the receipt of a predetermined payment amount. If so, then this must be declared. Include this condition by marking the first checkbox statement then documenting the amount that the Assignee must pay to the Assignor. Once done, define the maximum number of days from the effective date when this payment must be received.

(8) No Payment. If the Assignor will release interest or property without payment from the Assignee then select the second checkbox option in Section III.

(9) Gift . If the assignment being made is considered a gift of the Assignor to the Assignee then select the third checkbox statement.

(10) Other . There are quite a few other conditions or requirements that can be imposed on the Assignee as well as other reasons for this assignment. If none of the three previous statements are adequate descriptions of such reasons or obligations then select the “Other” checkbox and furnish this information to the space available.  

Section IV. Liabilities

(11) Assignment Is Free Of Liens. If the assignment this agreement shall enable will not include an obligation to pay a debt or satisfy an encumbrance then the first statement made in Section IV should be selected by marking the available checkbox.

(12) Assignment Not Free Of Liens. If the concerned assignment has a lien, encumbrance, or debt imposed upon it or there is a claim that must be paid for this assignment to be completed and the Assignee will assume some or all of these obligations with the assignment then select the second checkbox and provide a detailed description of such claims and/or encumbrances.

Section V. 3rd Party Approval

(13) Required Approval. A Third Party (such as a Financial Institution) may need to approve this assignment for it to proceed accordingly. If this is the case, then the “It Is Required” statement should be selected. This status statement must be satisfied with the name of the Third Party whose approval must be obtained and the number of days after the effective date allotted to gain such approval.

(14) No Approval Needed. The second statement in Section V will free both the Assignee and Assignor from seeking a Third Party’s approval to this agreement’s execution. If no approval is required other than the authorizing signature of the Assignor and Assignee then select the second statement.

Section IX. Governing Law

(15) State. The State laws that will be applied to this paperwork must be established. Identify the State whose courts shall enforce this document.

Section XI. Additional Terms

(16) Additional Terms. If there are additional requirements or circumstances that relate to this agreement and obligate or restrict either Party, then discuss them in Section XI.

Section XII Entire Agreement

(17) Assignor Signature. The Assignor who is making this assignment must sign this paperwork once it has been completed with the information it requests.

(18) Assignor Signature Date .

(19) Assignee Signature. The Assignee should review all the definitions supplied to this agreement. If he or she will accept the responsibilities and conditions in this document then the Assignee must provide his or her signature.

(20) Assignee Signature Date.

(21) Third Party Signature. If it has been indicated that a Third Party must approve this assignment by signature then the third signature area must be completed by this Party. If this is a Business then a Signature Representative that has been appointed by the Approving Entity must deliver his or her signature on behalf of the concerned Third Party.

(22) Signature Date Of Third Party.

Corporate Transparency Act Resources

Intellectual Property

The essential purpose of the short form copyright assignment.

Published: September 26, 2018

by Scott M. Hervey The IP Law Blog

Recently, a client asked why we included a short form option agreement and a short form assignment agreement as an exhibit to a long form literary option agreement.  I am sure that many a corporate transactional attorney has similarly wondered why a short form copyright assignment agreement is included within the package of numerous M&A transaction documents.  It is true that the short form agreement is used to record the transfer of the copyright interest by filing it with the Copyright office without filing the long form agreement with all of the transaction details.  But that is half the answer to half the question.  The other half of the question is why this type of short form agreement is filed with the Copyright office in the first place.  To answer that question, we look to the statutory language of the Copyright Act.

17 U.S.C. § 205 deals with the recording of transfers of copyright ownership.  The Copyright Act does not require that transfers be recorded.  In order for a transfer of an interest in a copyright to be effective, it is enough that it is in writing and signed by parties.  So if the Copyright Act does not require that transfers of ownership by recorded, what is the benefit to doing it.

Similar to recording an initial copyright interest in a work, transfers are recorded in order to provide constructive notice of the transfer of ownership and to vest the new owner with the right to sue for infringement.  There is one other reason to record the transfer of copyright ownership and other documents pertaining to a copyright; addressing how to deal with conflicting transfers.

Some may assume that once the seller of a copyright interest transfers ownership that seller cannot sell the same interest a second time (or if the unscrupulous seller does so, the second buyer takes nothing).  That’s not always the case.  17 U.S.C. § 205(d) provides:

As between two conflicting transfers, the one executed first prevails if it is recorded, in the manner required to give constructive notice under [17 U.S.C. § 205(c)], within one month after its execution in the United States or within two months after its execution outside the United States, or at any time before recordation in such manner of the later transfer.  Otherwise the later transfer prevails if recorded first in such manner, and if taken in good faith, for valuable consideration or on the basis of a binding promise to pay royalties, and without notice of the earlier transfer.

In the scenario where the first buyer (or first exclusive licensee or first optionee) fails to record its interest prior to a second transfer (or grant of exclusive license or grant of option), a second transferee who took without notice, paid valuable consideration and recorded its transaction first, would have a superior interest in the subject work.  If, however, the subsequent transferee had notice (constructive, actual and possibly inquiry notice), then the subsequent transferee would not have a superior interest.  Similarly, the subsequent transferee would not have a superior interest if valuable consideration was not paid, or if the prior transferee recorded its transfer within the statutory grace period of one (or two) months from execution of the prior transfer.

My client was surprised to learn that if it did not record its option (in the form of a short form option), an unscrupulous rights holder could grant the same option to the same material a second time and divest my client of its rights under the option agreement.  While my client would certainly have a claim against the unscrupulous rights holder, the damages my client could potentially collect may be limited to its out of pocket costs and expenses related to the option; no recovery of any potential profits the client could have made from the exploitation of the program based on the literary material that was the subject of the option.

Copyright Assignment Agreement (Short Form) | Practical Law

Copyright Assignment Agreement (Short Form)

Practical law standard document 5-508-1866  (approx. 15 pages).

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Copyright Assignment Agreement (Short Form)

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