Assignment of Lease Agreement by the Lessee - Form Pro · PH-law

DEED OF ASSIGNMENT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment of Lease (the "Agreement") is made and entered into this ________ day of ________, 20________ at the City/Municipality of ________, Province of ________, Republic of the Philippines, by and between:

________, of legal age, Filipino, with Taxpayer Identification Number ________, and residing at ________, hereinafter referred to as the "Assignor";

- and -

________, of legal age, Filipino, with Taxpayer Identification Number ________, and residing at ________, hereinafter referred to as the "Assignee".

The Assignor and the Assignee shall be referred to individually as a "Party" and collectively as the "Parties".

WITNESSETH: That —

WHEREAS, the Assignor is the lessee under a contract of lease dated ________ (the "Lease" or "Lease contract") executed by and between the Assignor and ________ (the "Lessor"), covering the property described below (the "Property"), with a rent of ₱________ (________) payable ________, a copy of which is attached hereto as Annex "A" and made an integral part hereof;

WHEREAS, the Assignor is no longer interested in continuing the Lease and desires to assign, transfer, and convey unto the Assignee all of the Assignor's rights and interests under the Lease, pursuant to Articles 1311, 1624, and 1649 of the Civil Code of the Philippines;

WHEREAS, the Lessor has given, or shall give, written consent to this assignment as required under Article 1649 of the Civil Code of the Philippines;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ I. SUBJECT OF THE ASSIGNMENT

The Assignor hereby assigns, transfers, and conveys unto the Assignee all of the Assignor's rights and interests in the Lease over the Property described in the Lease contract attached herewith, more particularly described as follows:

________

The Property is located at the following address:

________

§ II. TERM

The Assignee shall hold and enjoy the Property for the unexpired term of the Lease contract beginning on ________ and ending on ________ (the "Term"). Any renewal of the Lease contract shall be made directly between the Lessor and the Assignee, provided that all obligations of the Assignee to the Assignor under this Agreement have been fully satisfied.

§ III. OBLIGATIONS OF THE PARTIES

The Parties agree to be bound by the following terms and conditions:

A. The Assignor shall relinquish all of the Assignor's rights over the Property in favor of the Assignee for the duration of the Term stated in this Agreement.

B. The rights assigned by the Assignor in favor of the Assignee shall include the right to peaceably enjoy and use the Property subject to the terms and conditions of the Lease contract.

C. The Assignor warrants that the Assignor has obtained, or shall obtain prior to the effectivity hereof, the written consent of the Lessor in accordance with Article 1649 of the Civil Code of the Philippines, allowing the Assignee to be substituted as lessee of the Property.

D. The Assignor warrants that the Lease is valid and subsisting, that the Assignor is not in default of any of its obligations thereunder, and that the rights herein assigned are free and clear of any lien, encumbrance, or adverse claim.

E. The Assignee shall pay a security deposit amounting to ₱________ (________) to the Lessor.

F. The Assignee agrees to assume and be bound by all the terms and conditions of the Lease contract, excluding the following obligations:

________

§ IV. CONSIDERATION

In consideration of the assignment of the Lease in favor of the Assignee, the Parties agree that:

A. The Assignee shall pay the fixed amount of ₱________ (________) as the fee for the assignment of the Lease (the "Consideration").

B. The Consideration shall be due and demandable immediately upon the signing of this Agreement.

C. All taxes, fees, and charges, including the documentary stamp tax imposed under the National Internal Revenue Code of the Philippines (as amended) and applicable notarial and registration fees relating to this Agreement, shall be borne by the Assignor.

D. The Assignee shall pay through the following acceptable methods of payment:

________

§ V. INDEMNITY AND LIMITATION OF LIABILITY

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§ VI. EVENT OF DEFAULT

The Assignee shall be in default upon the occurrence of any of the following (each an "Event of Default"):

A. Failure to make timely payment of any amount due under this Agreement;

B. Failure to perform any one or more of the Assignee's obligations under this Agreement where such failure cannot be rectified;

C. Failure to rectify a breach or violation of the Assignee's obligations under this Agreement within seven (7) days after receipt of written notice from the Assignor requiring that such breach or violation be rectified;

D. The filing of a petition for insolvency, whether voluntary or involuntary, against the Assignee; or

E. Where the Assignee is a business, the cessation, closure, or failure of the Assignee's business to operate in the normal course for any reason.

§ VII. REMEDIES IN CASE OF DEFAULT

In the event of default by the Assignee, the Assignor shall have the right to exercise any one or more of the following remedies, in addition to any other rights and remedies available under this Agreement or under the law:

A. Demand the immediate payment of all amounts due and outstanding under this Agreement;

B. Terminate this Agreement and the assignment of the Lease in favor of the Assignee;

C. Recover possession of the Property and reinstate the Assignor's rights under the Lease contract;

D. Recover damages, costs, and expenses, including attorney's fees, incurred by reason of the Assignee's default; and

E. Pursue any other remedy available to the Assignor under the law.

§ VIII. NOTICES

All notices, demands, or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given if delivered personally or sent by registered mail or by electronic mail to the addresses of the Parties first stated above, or to such other address as either Party may designate in writing. Notices shall be deemed received upon actual delivery, in the case of personal service, or upon the date of receipt, in the case of registered mail or electronic mail.

§ IX. DATA PRIVACY

The Parties agree that any personal data collected, used, or processed in connection with this Agreement shall be handled in accordance with Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, its Implementing Rules and Regulations, and the issuances of the National Privacy Commission. Each Party shall process such personal data solely for the purposes of this Agreement and shall implement reasonable and appropriate safeguards to protect it.

§ X. FORCE MAJEURE

Neither Party shall be liable to the other for failure to perform any obligation under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, fortuitous events, and natural disasters, and other events which could not have been foreseen or, though foreseen, were inevitable, consistent with Article 1174 of the Civil Code of the Philippines.

§ XI. TRANSFER OF RIGHTS

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and assigns.

This Agreement may be assigned by the Assignee in favor of a third party without the approval of the Assignor, provided that the Consideration and all fees due hereunder have been fully paid, and provided further that any such assignment of the Lease to a third party shall be subject to the prior written consent of the Lessor pursuant to Article 1649 of the Civil Code of the Philippines.

§ XII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents and to perform such further acts as are reasonable and necessary for the proper implementation of this Agreement.

§ XIII. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

§ XIV. WAIVER

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§ XV. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single agreement. If the dates set forth at the signatures of this document differ, the Agreement shall be considered effective as of the date on which both Parties have signed.

§ XVI. SEVERABILITY

The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall continue in full force and effect as if executed subsequent to the expungement of the invalid provision.

§ XVII. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive of one another unless otherwise required by law.

§ XVIII. HEADINGS

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

§ XIX. VENUE OF ACTION

All actions arising out of or by virtue of this Agreement shall be filed exclusively in the proper courts of the place where the Property is located, to the exclusion of all other courts.

§ XX. ENTIRETY OF AGREEMENT

This Agreement, together with its annexes, represents the entire agreement between the Assignor and the Assignee and supersedes all prior negotiations, representations, and agreements, whether oral or written.

§ XXI. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
Assignor

________
Assignee

WITH MY MARITAL CONSENT:

________
Spouse of the Assignor

Signed in the presence of:

________        ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES  )
PROVINCE OF ________  )
CITY OR MUNICIPALITY OF ________  ) S.S.

BEFORE ME, a Notary Public for and in the City or Municipality of ________, ________, this ________ day of ________, 20________, personally appeared the following persons:

1. ________, with the following competent evidence of identity: Driver's License with number ________, which expires on ________;

2. ________, with the following competent evidence of identity: Driver's License with number ________, which expires on ________.

all known to me and to me known to be the same persons who executed the foregoing Deed of Assignment of Lease consisting of ________ pages, including this page on which this Acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place first above written.

________
Notary Public

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.