consent to assignment of contract

Consent to assignment

Consent to assignment clause samples

3. FieldPoint’s Consent to Assignment. FieldPoint hereby consents to this assignment by Assignor to Assignee as provided in this Agreement. Such consent is expressly conditioned upon Assignee’s acknowledgment and agreement that neither this consent nor anything contained in this Agreement shall be deemed to modify, alter, amend, or waive any provisions of the Agreement.

04/11/2017 (FIELDPOINT PETROLEUM CORP)

2. Consent to Assignment. Notwithstanding any other provision of this Agreement, each party hereto hereby consents to the assignment, grant, pledge, conveyance and transfer by the other party hereto, for the benefit of any lender, agent or other secured party under any financing arrangement to which the Partnership is a party, of a lien, security interest or other encumbrance on and continuing security interest in all of such other party’s estate, title and interest in its Interest and the exercise by each such secured party of its rights and remedies in connection therewith, including, without limitation, the right to exercise the voting and consensual rights and other powers with respect to such Interest and the right to foreclose upon, or exercise a power of sale with respect to, such Interest and to cause such secured party or any third party designee or purchaser of such Interest to become an additional or substitute partner in the Partnership.

06/15/2018 (Cheniere Energy Partners, L.P.)

1. Consent to Assignment. The undersigned hereby acknowledges and consents to the assignment of the Power Plant Equipment Lease to Buyer and the assumption of the Power Plant Equipment Lease by Buyer in conjunction with Buyer’s acquisition of the Hotel. The undersigned waives any and all rights of notice relating to such assignment and any right to terminate the Power Plant Equipment Lease as a result of such assignment and any default, event of default or defense to enforceability that may otherwise arise as a result of such assignment.

09/27/2016 (Playa Hotels & Resorts B.V.)

3. Consent to Assignment. Assignor hereby consents to the admittance of Assignee as a substitute member of the Company. Assignor hereby waives all provisions, if any, in the Limited Liability Company Agreement of the Company or provided in the Delaware Limited Liability Company Act or any other applicable law, that would prohibit, delay, require notice of, grant rights in connection with, or require compliance with any other requirements in connection with, such assignment and admission.

06/29/2018 (Berry Petroleum Corp)

3.Consent to Assignment. Citi consents to the assignment and assumption of the Agreement from Polaris India to Virtusa India , and with respect to Polaris India, the assignment and assumption of any Transactional Document executed by Polaris India to Virtusa India, and Citi acknowledges the rights, responsibilities, and authority of Virtusa India as though Virtusa India were the original party under the Agreement and Transactional Documents to which Polaris India was a party. Other than as set forth above, for the other Transactional Documents to which an Affiliate of Polaris India was a party, such Transactional Documents are not assigned but rather shall now reflect the changed name of such Affiliate per the table above.

07/31/2020 (VIRTUSA CORP)

Cut contract prep time in half for free

Build document automations that allow you, your staff, and your clients to auto-populate contract templates.

“ I've found it very easy to use. It allows me to work quickly, get something straight from my head and out into the public.”

Partner, Siskind Susser PC

2500 Executive Parkway Suite 300 Lehi, Utah 84043 (866) 638-3627

Level 11, 1 Margaret Street Sydney NSW 2000 Australia +61 2 8310 4319

8th Floor South Reading Bridge House George Street Reading RG1 8LS +44 20 3129 9324

Latin America

Mexico +52 55 5985 3005

Brazil +55 21 4040 4623

• How to Successfully Switch Your DMS
• DocuSign + NetDocuments
• How Ice Miller Adopted the Cloud Completely Remote
• Case Studies
• Resource Library
• Partner Integrations
• App Directory
• Locate a Partner
• Partner Portal
• Become a Partner

© NetDocuments Software, Inc.

• Terms of Use
• Privacy policy
• Cookie policy
• Privacy policy for california residents

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Find more Legal Forms and Templates

by   Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

Read more...

Updated on: November 24, 2023 · 3min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

• The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
• The assignor must agree to assign their rights and duties under the contract to the assignee.
• The assignee must agree to accept, or "assume," those contractual rights and duties.
• The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

• First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
• All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
• Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

• Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
• The effective date of the assignment and assumption agreement
• Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
• Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
• Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
• A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

You may also like

What does 'inc.' mean in a company name?

'Inc.' in a company name means the business is incorporated, but what does that entail, exactly? Here's everything you need to know about incorporating your business.

October 9, 2023 · 10min read

How to write a will: A comprehensive guide to will writing

Writing a will is one of the most important things you can do for yourself and for your loved ones, and it can be done in just minutes. Are you ready to get started?

February 9, 2024 · 11min read

How to start an LLC in 7 steps: A complete guide for 2024

It's easy to create a new LLC by filing paperwork with the state. But to set yourself up for success, you'll also need to think about your business name, finances, an operating agreement, and licenses and permits. Here's a step-by-step guide.

February 8, 2024 · 20min read

• assignments basic law

Assignments: The Basic Law

The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.

As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.

The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.

Basic Definitions and Concepts:

An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).

An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.

The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.

Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.

No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.

Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)

The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.

The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)

The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.

More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.

And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.

Novation Compared to Assignment:

Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”

A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.

Equitable Assignments:

An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.

In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.

An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.

Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .

But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.

Enforceability of Assignments:

Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.

In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.

After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.

Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.

Assignment of Contractual Rights:

Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.

If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.

In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).

On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.

The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.

Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.

A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.

Noncompete Clauses and Assignments:

Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.

A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.

Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.

Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.

A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.

Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.

A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.

Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.

It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)

It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.

Conclusion:

In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.

As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.

One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.

Founded in 1939, our law firm combines the ability to represent clients in domestic or international matters with the personal interaction with clients that is traditional to a long established law firm.

Read more about our firm

© 2024, Stimmel, Stimmel & Roeser, All rights reserved  | Terms of Use | Site by Bay Design

Request for Consent to Assignment of Contract | Practical Law

Request for Consent to Assignment of Contract

Practical law standard document 5-529-2265  (approx. 13 pages).

Contract Assignment Agreement

Jump to section, what is a contract assignment agreement.

A contract assignment agreement is a document that transfers the contractual rights and duties of one party to another. The other party involved in the contract must agree to the terms of the transfer as well as they will now be in a contractual agreement with a different party.

Contract of assignment agreements must not violate any other laws or statutes in order to be enforced. The original contract must also allow assignments, or at least not explicitly prohibit them. Contract of assignment agreements cannot alter what is expected from the original contract.

Contract Assignment Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.45 61 dex1045.htm ASSIGNMENT OF CONTRACT , Viewed October 27, 2022, View Source on SEC .

Who Helps With Contract Assignment Agreements?

Lawyers with backgrounds working on contract assignment agreements work with clients to help. Do you need help with a contract assignment agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate contract assignment agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

Meet some of our Contract Assignment Agreement Lawyers

I have been a California since 2003 when I graduated from the University of San Diego School of Law and have worked in-house and at several major law firms before starting my own practice. I specialize in intellectual property and other business-related issues and have helped many entrepreneurs grow their ideas into profitable businesses.

Andrew Friedman: Your Trusted Legal Advisor Andrew Friedman is a highly accomplished attorney based in Washington D.C. With extensive experience in strategy and policy consulting, financial regulatory operations, and business development, Andrew provides exceptional legal services to individuals and leading organizations. His expertise spans contract negotiation, policy formulation, compliance, and risk management. With a keen eye for detail and a strategic mindset, Andrew excels at finding effective solutions to complex legal issues. Trust in his professionalism and commitment to excellence for all your legal needs. Contact Andrew Friedman today for personalized legal counsel that delivers results.

Accomplished Attorney with 33 years of experience assisting clients with their legal needs, including reviewing and drafting of various contracts and agreements.

I've represented small, medium, and Fortune 500 companies in business and litigation matters over the past twenty years. Working for various clients exposed me to a wide range of practice areas and issues. I now manage and own my firm. Contract review and drafting, negotiating agreements and settlements, and defending a variety of lawsuits is the heart of my practice. I'm efficient, solution driven, and work well with clients, other parties, and opposing counsel. I was awarded the American Jurisprudence Award in Advanced Legal Writing and am an excellent writer. I'm also the recipient of the Outstanding Young Lawyer Award and the ABA Military Pro Bono Project Outstanding Services Award. I'm a Marine Corps veteran. My attitude, experience, and expertise will help you achieve your goals.

I have been working as a document review attorney since 2011. I have also done some business and estate planning work. I am fluent in English, Chinese, French, and Japanese.

Zurick T. Smith is the founding member of The Law Office of Zurick T. Smith, PLLC. His firm services DC residents with Trusts & Estate Planning, simple to complex employment and business matters as well as business formations.

Find the best lawyer for your project

How it works.

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities

• Austin Business Lawyers
• Boston Business Lawyers
• Chicago Business Lawyers
• Dallas Business Lawyers
• Denver Business Lawyers
• Houston Business Lawyers
• Los Angeles Business Lawyers
• New York Business Lawyers
• Phoenix Business Lawyers
• San Diego Business Lawyers
• Tampa Business Lawyers

Contract Assignment Agreement lawyers by city

• Austin Contract Assignment Agreement Lawyers
• Boston Contract Assignment Agreement Lawyers
• Chicago Contract Assignment Agreement Lawyers
• Dallas Contract Assignment Agreement Lawyers
• Denver Contract Assignment Agreement Lawyers
• Houston Contract Assignment Agreement Lawyers
• Los Angeles Contract Assignment Agreement Lawyers
• New York Contract Assignment Agreement Lawyers
• Phoenix Contract Assignment Agreement Lawyers
• San Diego Contract Assignment Agreement Lawyers
• Tampa Contract Assignment Agreement Lawyers

related contracts

• 93a Demand Letter
• Accounting Services Agreement
• Accounts Receivable Purchase Agreement
• Ad Agency Contract
• Adhesion Contract
• Advertising Services Agreement
• Agency Agreement
• Agency Contract

other helpful articles

• How much does it cost to draft a contract?
• Do Contract Lawyers Use Templates?
• How do Contract Lawyers charge?
• Business Contract Lawyers: How Can They Help?
• What to look for when hiring a lawyer

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city

How does it work?

1. choose this template.

Start by clicking on "Fill out the template"

2. Complete the document

Answer a few questions and your document is created automatically.

3. Save - Print

Your document is ready! You will receive it in Word and PDF formats. You will be able to modify it.

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 .

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document:

Assignment Agreement, Assignment of Contract Agreement, Contract Assignment, Assignment of Contract Contract, Contract Transfer Agreement

Country: United States

General Business Documents - Other downloadable templates of legal documents

• Amendment to Agreement
• Loan Agreement
• Loan Agreement Modification
• Release of Loan Agreement
• Non-Compete Agreement
• Partnership Dissolution Agreement
• Notice of Withdrawal from Partnership
• Power Of Attorney
• Debt Acknowledgment Form
• Meeting Minutes
• Request to Alter Contract
• Release Agreement
• Guaranty Agreement
• Joint Venture Agreement
• Debt Settlement Agreement
• Breach of Contract Notice
• Corporate Proxy
• Mutual Rescission and Release Agreement
• Notice for Non-Renewal of Contract
• Meeting Notice
• Other downloadable templates of legal documents

• For Advertisers
• For Authors

An Overview of Consent to Assignment Agreements

Design agreements often stipulate that neither the owner nor the engineer can assign the agreement without the consent of the other party. As a result, the engineer may be asked to sign a “ Consent to Assignment ” (sometimes referred to as an “ Acknowledgement and Consent ”) from the bank providing the construction loan. A typical consent form requires the engineer to agree that the design agreement can be assigned to the lender. The assignment will actually occur at the time the loan is closed; however, the assignment is conditional in the sense that the lender can only assume the design agreement if the owner defaults on the loan.

If the owner defaults and the lender takes over, the lender’s chances of finding a buyer for the project are significantly better if the buyer has the option of assuming all of the key contracts for the project. Thus the lender may ask the contractor, the engineer, and the other key design consultants to consent to an assignment of their contracts.

While Consent to Assignment requests are common, particularly on large projects, there is no standard form. The consent should be read carefully and preferably reviewed by the engineer’s legal counsel. Although the lender cannot assume the design agreement unless the owner defaults, the forms used by many banks contain provisions completely unrelated to the design agreement. Engineers who are not careful may find that they have given up valuable rights or agreed to unreasonable obligations even if there is no default by the owner.

General Structure of a Consent to Assignment

There are several different ways to structure a consent agreement. Sometimes it is structured as an agreement between the owner (the borrower), the engineer, and the lender, with all three parties signing. For example:

This CONSENT TO ASSIGNMENT (this “Agreement”), dated as of _____, by and among _____, (the “Borrower”), _____ (the “Engineer”), and _____ as agent for the Lenders (together with its successors in such capacity, the “Agent”).

Alternatively, it may be structured as an agreement between the owner and the engineer, with the lender as a third-party beneficiary.

This CONSENT TO ASSIGNMENT of Engineer’s Contract (this “Agreement”) is made as of _____ by and between _____ (“Borrower”) and _____ (“Engineer”) for the benefit of _____ (“Lender”).

It may also be structured as an agreement between the engineer and the lender:

This CONSENT TO ASSIGNMENT (this “Consent”) is dated as of _____ by _____ (“Engineer”) to _____ (“Lender”).

Finally, although less commonly, it may simply be written as what it is, which is a one-sided agreement under which the engineer agrees to do, or not do, certain things:

The undersigned, as Engineer under the Design Agreement dated as of _____ (the “Design Agreement”) between _____ (“Borrower”) and the undersigned, which is one of the contracts referred to in the Assignment of Agreements (“Assignment”) between Borrower and _____(the “Lender”), agrees that upon receipt of notice from Lender that a Default has occurred under the Assignment, it will perform all of its obligations under the Design Agreement for the benefit of Lender.

Regardless of how the consent is structured, the intent is to ensure that if the owner defaults on its loan and the lender takes over, the engineer will continue to provide the services called for under the design agreement if requested to do so. The agreement typically also gives the lender the right to use the engineer’s Instruments of Services to complete the project with another engineer.

Payment of Outstanding Obligations

If the owner has defaulted on its loan, it is likely to be behind in its payments to the engineer. Thus, a key issue is the lender’s obligation with respect to outstanding amounts due to the engineer.

It is not uncommon to see consents with the following wording:

Upon a Default under the Loan Agreement, Engineer, at Lender’s request, shall continue performance on Lender’s behalf in accordance with the terms of Engineer’s Contract, and shall be reimbursed in accordance with the Contract for all work, labor, and materials rendered on Lender’s behalf subsequent to Lender’s request .

Note that the words in bold print will almost certainly not be in bold in the actual consent. What they are saying is that if the lender exercises its rights under the Assignment and requires the engineer to continue performance, the lender has no obligation to pay outstanding amounts due to the engineer. The lender’s obligation is limited to compensation for services provided after the lender notifies the engineer that it wants the engineer to continue performance. The engineer would have to file a mechanic’s lien against the property for the outstanding amounts. Depending on the priority of its lien, it might receive only a fraction of these amounts, if anything.

The engineer should disagree with these terms and change the provision to read:

…provided that Engineer shall be reimbursed in accordance with the Contract for all work, labor, and materials including all outstanding amounts due.

The lender may object to these terms on the grounds that if it has already advanced funds to the owner for the engineer’s services, it should not have to pay the engineer for those same services. The lender may propose the following as an alternate:

…provided that Engineer shall be reimbursed in accordance with the Contract for all work, labor, and materials including all outstanding amounts due unless Lender has already advanced such funds to the Borrower.

However, the engineer has no control over the lender’s disbursements; it is the lender’s obligation to monitor the loan.

If the lender does not agree to pay all outstanding amounts due, the engineer should, at a minimum, require the following language:

…including all outstanding amounts due unless Lender had already advanced such funds to the Borrower prior to receipt of Engineer’s notice of Borrower’s default under Engineer’s contract. Lender shall not advance any funds to Borrower for Engineer’s services subsequent to receiving such notice.

This puts the burden on the engineer to pay close attention to its payments. If a payment is late and the owner does not provide adequate assurance that the payment will be made, the engineer should advise the owner that it will notify the lender of the default.

Typically, the request to sign a Consent to Assignment comes when the owner is arranging the construction financing, which may be months after the design agreement was executed. More often than not, it will indicate that the consent needs to be returned immediately because the owner is trying to close on its loan. This can put the engineer in a difficult position if there is objectionable language, particularly if the lender is not willing to negotiate. While the engineer generally has no obligation to sign a consent, refusing to do so can affect its relationship with the owner and jeopardize the prospect of future work. If the owner is already behind on payments to the engineer, it may say that it will not be able to pay until it closes on the loan.

If the lender does not negotiate the terms, the engineer must make a business decision with respect to signing the consent. As a practical matter, unless the project is fast-track, if the owner runs into financial trouble during construction and defaults on its loan, the engineer will likely have finished the plans and specifications and received payment for them. If the engineer is only doing limited construction administration, it may not have a significant risk with respect to payment. However, unless the consent indemnifies the engineer for the lender or subsequent buyer’s use of the plans and specifications, the engineer may still be at risk for claims.▪

Disclaimer: The information in this article is for educational purposes only and is not legal advice. Readers should not act or refrain from acting based on this article without seeking appropriate legal or other professional advice as to their particular circumstances.

About the author  ⁄  Gail S. Kelley, P.E., Esq.

Gail S. Kelley is licensed attorney in Massachusetts, Maryland and D.C. She is the author of “Construction Law: An Introduction for Engineers, Architects, and Contractors” ([email protected]).

• Prev Sciotoville Bridge
• Next Madison Square Park Tower

   Concord now offers a built-in HubSpot integration!

Negotiate and sign for free with Concord

Effortless contract management, from drafting to e-signing and beyond. Start today with a 14-day trial.

• Templates Center

Request for Consent to Assignment of Contract Template

Consent to assignment refers to  allowing a party of a contract to assign a contract and move the obligations to another party . The party of the existing contract, known as the assignor, will pass on the contract to another party, known as the assignee.

REQUEST FOR CONSENT TO ASSIGNMENT OF CONTRACT

[ NAME OF OTHER PARTY TO AGREEMENT ]

[ OTHER PARTY’S ADDRESS ]

Re: Request to Assign [ TYPE OF CONTRACT ] Contract

Dear [ NAME ] ,

As you are aware, [ OTHER PARTY COMPANY ] entered into a [ TYPE OF CONTRACT ] contract with [ REQUESTING PARTY COMPANY ] on or around [ DATE ] (the “Contract”). The Contract term runs through [ DATE ] and both parties are obligated to honor the terms of the Contract until that date. Moreover, according to Section [ SECTION NUMBER ] of the Contract, we cannot assign our rights under the Contract without your consent.

Recently, [ EXPLAIN CIRCUMSTANCES GIVING RISE TO ASSIGNMENT ] . As such, it would be beneficial for us to be able to assign our rights under the Contract to [ NAME OF THIRD PARTY ASSIGNEE ] (the “Assignee”). We also believe that assignment of the Contract to the Assignee is of benefit to [ OTHER PARTY COMPANY ] because [ LIST REASONS BENEFICIAL TO OTHER PARTY COMPANY ] .

In light of the above, we kindly request your written consent to assign any and all rights of ours under the Contract to the above-referenced Assignee.

[ In consideration of your consent, we are willing to offer: [( i) payment in the amount of [ AMOUNT ] ;] and [( ii) a guarantee of the performance of the Assignee under the Contract. ]]

With your signature below, you will consent to our assignment of the Contract to the Assignee. If you should have any questions regarding this matter, or would like to speak directly to the Assignee before making a decision, please do not hesitate to reach out to me directly at [ CONTACT INFORMATION ] .

[ NAME OF REQUESTING PARTY ]

On behalf of [OTHER PARTY COMPANY] , I hereby consent to the assignment of the Contract in accordance with the above:

_______________________________ _________

Signature Date

_____________________________________________

  PAGE  

Our templates are intended for reference use. Concord holds no responsibility for any reliance placed on these templates. These templates do not constitute legal counsel and should not be treated as such. By using any of these templates, you acknowledge and consent to these conditions.

Assignment of Rights and Obligations Under a Contract: Everything You Need to Know

An assignment of rights and obligations under a contract occurs when a party assigns their contractual rights to a third party. 3 min read updated on January 01, 2024

Updated October 29, 2020:

An assignment of rights and obligations under a contract occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee.

What Is an Assignment of Contract?

In an assignment contract, the assignor prefers that the assignee reverses roles and assumes the contractual rights and obligations as stated in the contract. Before this can occur, all parties to the original contract must be notified.

Contracts create duties and rights. An obligor is the party who is legally or contractually obliged to provide a benefit or payment to another, while an obligation is owed to the obligee. The obligee transfers a right to obtain a benefit owed by the obligor to a third party. At this point, the obligee becomes an assignor. An assignor is the party that actually creates an assignment. 

The party that creates an assignment is both the obligee and a transferor. The assignee receives the right to acquire the obligations of the promisor/obligor. The assignor can assign any right to the obligor unless:

• Doing so will materially alter the obligation
• It's materially burdening
• It decreases the value of the original contract
• It increases their risk
• Public policy or a statute makes it illegal
• The contract prevents assignment

Assignments are important in business financing, especially in factoring . A factor is someone who purchases a right to receive a benefit from someone else.

How Assignments Work

The specific language used in the contract will determine how the assignment plays out. For example, one contract may prohibit assignment, while another contract may require that all parties involved agree to it before proceeding. Remember, an assignment of contract does not necessarily alleviate an assignor from all liability. Many contracts include an assurance clause guaranteeing performance. In other words, the initial parties to the contract guarantee the assignee will achieve the desired goal.

When Assignments Will Not Be Enforced

The following situations indicate when an assignment of a contract is not enforced:

• The contract specifically prohibits assignment
• The assignment drastically changes the expected outcome
• The assignment is against public policy or illegal
• The contract contains a no-assignment clause
• The assignment is for a future right that only would be attainable in a contract in the future
• The contract hasn't been finalized or written yet

Delegation vs. Assignment

Occasionally, one party in a contract will desire to pass on or delegate their responsibility to a third party without creating an assignment contract. Some duties are so specific in nature they cannot be delegated. Adding a clause in the contract to prevent a party from delegating their responsibilities and duties is highly recommended.

Characteristics of Assignments

An assignment involves the transfer by an assignor of some or all of its rights to receive performance under the contract to an assignee. The assignee then receives all the benefits of the assigned rights. The assignment doesn't eliminate or reduce the assignor's performance commitments to the nonassigning party.

Three Steps to Follow if You Want to Assign a Contract

There are three main steps to take if you're looking to assign a contract:

• Make sure the current contract does not contain an anti-assignment clause
• Officially execute the assignment by transferring the parties' obligations and rights
• Notify the obligor of the changes made

Once the obligor is notified, the assignor will effectively be relieved of liability.

Anti-Assignment Clauses

If you'd prefer not to allow the party you're doing business with to assign a contract, you may be able to prevent this from occurring by clearly stating anti-assignment clauses in the original contract. The three most common anti-assignment clauses are:

• Consent required for assignment
• Consent not needed for new owners or affiliates
• Consent not unreasonably withheld

Based on these three clauses, no party in the contract is allowed to delegate or assign any obligations or rights without prior written consent from the other parties. Any delegation or assignment in violation of this passage shall be deemed void. It is not possible to write an anti-assignment clause that goes against an assignment that is issued or ordered by a court.

If you need help with an assignment of rights and obligations under a contract, you can  post your job  on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Assignment Contract Law
• Legal Assignment
• Assignment Law
• Assignment of Rights Example
• What Is the Definition of Assigns
• Partial Assignment of Contract
• Assignment Of Contracts
• Consent to Assignment
• Delegation vs Assignment
• Assignment of Contract Rights