Transfer your contract to another party: Assignment Agreement
What we’ll cover
What is an Assignment Agreement?
An Assignment Agreement can help you hand over contractual rights or responsibilities to another party while helping to protect your own legal rights and obligations. For example, if you're a contractor who needs help completing a job, you can use Assignment Agreements to assign tasks and entitlements to a subcontractor, as long as the original contract doesn't forbid it.
An Assignment Agreement (sometimes referred to as a Contract Assignment) should include information like the name of the person handing over contractual duties ("the assignor") and the recipient ("the assignee"); the other party to the original contract ("the obligor"); the expiration date; whether the original contract requires the obligor's consent prior to assigning rights and when it was obtained; when the agreement will go into effect; and which state's laws will govern the agreement.
When to use an Assignment Agreement:
- You want to hand over your responsibilities under a contract to another person or business.
- Your business is assuming responsibilities or contracts owned by another party.
Have questions about your Assignment Agreement?
Whether you're preparing your Assignment Agreement, reviewing one someone sent you, or just want to understand it better, here's how to get help.
- Understand what it says or review it. Use our AI legal assistant to ask questions about your Assignment Agreement, understand what it says, and spot anything that may need a closer look.
- Ask an attorney a question. Connect with an attorney for legal information, with a written answer within one business day or a live consultation.
- Get advice on what to do. For privileged, confidential advice about your specific circumstances and next steps, book a Legal Advice Session with an attorney.
Sample Assignment Agreement
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THIS SPACE PROVIDED FOR RECORDER'S USE
TO BE RECORDED IN:
This made this , by and between of , , hereinafter referred to as 'Assignor', and of , , hereinafter referred to as 'Assignee', in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnesseth:
WHEREAS, Assignor entered into a Contract, included as an attachment to this Agreement, namely hereinafter referred to as Contract with , hereinafter 'Obligor';
WHEREAS, the Contract has an expiration date of as may be extended as permitted therein;
WHEREAS, Assignor wishes to assign all of its rights and obligations under the Contract to Assignee; and
WHEREAS, the Contract the prior consent of the Obligor;
written
NOW THEREFORE, Assignor and Assignee agree as follows:
. Assignor and Assignee hereby agree that the Assignor shall assign all its right, title, and interest, and delegate all its obligations responsibilities and duties, in and to the Contract, to Assignee.
. Assignee hereby accepts the assignment of all of Assignors obligations responsibilities and duties under the Contract and all of Assignors right, title and interest in and to the Contract.
. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys fees and other costs of defense and damages, resulting from Assignors performance prior to the assignment of the contract and resulting from Assignees performance after the assignment of the Contract, provided however, that after the assignment of the Contract the State shall first look to Assignee to satisfy all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys fees and other costs of defense and damages resulting from Assignees performance.
. Assignee agrees to indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys fees and other costs of defense and damages, resulting from Assignees performance after the assignment of the Contract.
. This Agreement is governed by the laws of the state of , without regard to 's conflict or choice of law provisions, and both parties expressly consent to jurisdiction in such courts.
IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written.
| ___________________________________ | ___________________________________ |
, COUNTY OF PARISH OF
On this _____ day of ____________________, _____, before me, ______________________________, the undersigned officer, personally appeared ______________________________, known to me (or proved to me on the oath of ______________________________) to be the person who is described in and who executed the within and foregoing Assignment of Land Contract, and being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
Before me, a Notary Public (or justice of the peace) in and for said county, personally appeared the above named ______________________________, who acknowledged that he/she did sign the foregoing Assignment of Land Contract, and being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief. In testimony whereof, I have hereunto subscribed my name at ________________________________, this _____ day of ____________________, _____.
The foregoing Assignment of Land Contract was acknowledged before me this _____ day of ____________________, _____, by ______________________________, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
The foregoing Assignment of Land Contract was acknowledged before me, by means of ☐ physical presence or ☐ online notarization, this _____ day of ____________________, _____ by ______________________________, who is personally known to me or who have produced ________________________________ as identification, and being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
This Assignment of Land Contract was acknowledged before me on this _____ day of ____________________, _____ by ______________________________, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
On this _____ day of ____________________, _____, before me personally appeared ______________________________, to me known to be the person described in and who executed the foregoing Assignment of Land Contract, and, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
On this _____ day of ____________________, _____, before me, ________________________________, personally appeared ______________________________, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within Assignment of Land Contract, and, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
On this _____ day of ____________________, _____, before me, the undersigned, Notary Public for the State of Vermont, personally appeared ______________________________, to me known (or to me proved) to be the identical person named in and who executed the above Assignment of Land Contract, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
The foregoing instrument was acknowledged before me this _____ day of ____________________, _____, by ______________________________, who, being first duly sworn on oath according to law, deposes and says that he/she has read the foregoing Assignment of Land Contract subscribed by him/her, and that the matters stated herein are true to the best of his/her information, knowledge and belief.
In witness whereof I hereunto set my hand and official seal.
_________________________________
Notary Public
Signature of person taking acknowledgment
_________________________________
Name typed, printed, or stamped
Title (and Rank)
_________________________________
Title or rank
My commission expires ____________
_________________________________
Serial number (if applicable)
Serial number, if any
Notary Address:
_________________________________
_________________________________
_________________________________
_________________________________
About Assignment Agreements
Learn about how to transfer your contract to another party
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What are the steps to assigning a contract?
Transferring a contract must be done correctly to avoid confusion and the contract becoming unenforceable. That’s where Assignment Agreements like this one come in handy. Here are some useful steps you can take to ensure the process is as smooth as possible:
Check the contract first
A contract will usually contain provisions concerning assignment. The contract may:
- Prevent any assignment.
- Allow an assignment but only by agreement between the parties.
- Allow either party to assign to any new (third) party whenever they wish.
If the contract is silent on the subject, it is better to obtain the agreement of the existing parties before assignment takes place and a new party is introduced.
Understand the Role of an Assignment Agreement
An Assignment Agreement legally transfers a party’s contractual rights, duties, and benefits to another person or business. This is especially helpful when, for example, a contractor brings in someone else to help complete a job.
Prepare and Sign the Assignment Agreement
Once assignment is allowed (and agreed upon, if needed), the outgoing party (assignor) and the incoming party (assignee) should sign an Assignment Agreement. This document outlines the transfer of contractual obligations and rights and includes provisions that protect all parties involved.
In most cases, the assignor delegates their responsibilities to the assignee, who then takes over the performance of the contract. The assignor may also request indemnification in case the assignee fails to meet the contract’s terms.
Still have questions? Don’t hesitate to ask an attorney.
Assignment Agreement FAQs
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How do I write an Assignment Agreement?
It's simple and easy to get what you need with a free Assignment Agreement template from Rocket Lawyer:
- Make the document - Provide a few simple details, and we will do the rest.
- Review it or ask questions - Ask your questions or get your document reviewed instantly with Rocket Copilot or with a real attorney with Rocket Lawyer membership
- Sign it - Sign your Assignment Agreement online and make it legal.
Once your Assignment Agreement is made, you can edit, download, sign, or share it. Make sure you keep a copy for your records.
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Do Assignment Agreements need to be in writing?
The short answer is yes. While oral Assignment Agreements may be valid in some cases, it's generally advisable to have Assignment Agreements in writing to ensure clarity, enforceability, and evidentiary support in case of disputes.
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Do Assignment Agreements require legal assistance?
While simple Assignment Agreements may be drafted without legal assistance, complex assignments involving valuable rights or obligations may benefit from the expertise of legal professionals to ensure compliance with applicable laws and protect the interests of the parties involved. With Rocket Lawyer, you can always consult with an attorney.
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Can Assignment Agreements be revoked or rescinded?
Assignment Agreements may be subject to revocation or rescission under certain circumstances, such as mutual agreement of the parties, material breach of contract, or illegality of the assignment. Consult an attorney for information on your situation if you are concerned.
