Contract Assignment Agreement - Template, Sample Form Pro · PH-law

DEED OF ASSIGNMENT AND ASSUMPTION OF CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment and Assumption of Contract (the “Agreement”) is made and executed this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, Republic of the Philippines, by and between:

________, Filipino, of legal age, with residence and postal address at ________, and bearing government-issued identification no. ________, hereinafter referred to as the “ASSIGNOR”;

- and -

________, Filipino, of legal age, with residence and postal address at ________, and bearing government-issued identification no. ________, hereinafter referred to as the “ASSIGNEE”.

The Assignor and the Assignee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

WITNESSETH: That —

WHEREAS, the Assignor is a party to a Contract dated ________ entered into with ________ (the “Other Party” or “Obligor”), a true and faithful copy of which is hereto attached and made an integral part hereof as Annex “A” (the “Contract”);

WHEREAS, the Assignor desires to assign and transfer all of its rights, titles, and interests, and to delegate all of its obligations, duties, and responsibilities under the Contract in favor of the Assignee;

WHEREAS, in accordance with Articles 1291, 1293, and 1300 of the Civil Code of the Philippines, the prior written consent of the Obligor was duly obtained on ________, a true and faithful copy of which is hereto attached and made an integral part hereof as Annex “B”;

WHEREAS, the Assignee is willing and able to accept the said assignment and to assume the corresponding obligations under the Contract upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and stipulations hereinafter set forth, and other good and valuable consideration in the sum of ________ Philippine Pesos, receipt of which is hereby acknowledged by the Assignor, the Parties hereby agree as follows:

§ 1. ASSIGNMENT AND TRANSFER

1.1. The Assignor hereby cedes, conveys, assigns, and transfers absolutely and unconditionally unto the Assignee all of its rights, titles, and interests, and hereby delegates all of its obligations, duties, and responsibilities, in and to the Contract, with effect from ________ (the “Effective Date”).

1.2. Such assignment, transfer, and delegation are made pursuant to and in accordance with the relevant provisions of the Civil Code of the Philippines, including but not limited to Articles 1291 to 1304 and Articles 1624 to 1635 thereof.

§ 2. ASSUMPTION

2.1. The Assignee hereby accepts the foregoing assignment and transfer, and expressly assumes all of the obligations, duties, responsibilities, and liabilities of the Assignor under the Contract arising from and after the Effective Date, and undertakes to perform and comply with the same as fully and effectually as if the Assignee had been the original contracting party thereto.

2.2. Upon the effectivity of this Agreement and with the consent of the Obligor evidenced by Annex “B”, the Assignor shall, pursuant to Articles 1293 and 1300 of the Civil Code, be released and discharged from all obligations, duties, and liabilities under the Contract arising from and after the Effective Date.

§ 3. INDEMNIFICATION

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§ 4. WARRANTIES AND REPRESENTATIONS

4.1. The Assignor warrants and represents that the Contract is valid, subsisting, and in full force and effect, and that the Assignor has full right, power, capacity, and authority to assign, transfer, and delegate all rights and obligations thereunder.

4.2. The Assignor further warrants that it has not previously assigned, transferred, encumbered, pledged, or otherwise disposed of any of its rights, titles, and interests under the Contract, and that the same are free and clear of any and all liens, claims, charges, or encumbrances of whatever nature.

4.3. The Assignor warrants that it is not in default of any of its obligations under the Contract and that no event has occurred which, with the giving of notice or the lapse of time, would constitute such a default.

4.4. Each Party warrants that the execution and performance of this Agreement do not and will not violate any law, regulation, contract, or obligation binding upon it.

§ 5. DATA PRIVACY

The Parties shall process, store, and dispose of any personal information disclosed or obtained in connection with this Agreement strictly in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission, and solely for the legitimate purposes contemplated herein.

§ 6. TAXES AND EXPENSES

All taxes, fees, and expenses, including documentary stamp taxes, notarial fees, and registration fees, arising from or in connection with the execution and consummation of this Agreement shall be borne by ________, unless otherwise required by applicable law.

§ 7. SEPARABILITY

Should any provision of this Agreement be declared invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

§ 8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, agreements, and understandings, whether oral or written. No amendment, modification, supplement, or waiver of any provision hereof shall be valid and binding unless made in writing and signed by both Parties.

§ 9. BINDING EFFECT

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

§ 10. GOVERNING LAW AND VENUE

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

10.2. Any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively before the proper courts of ________, to the exclusion of all other venues.

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

________
Assignor

________
Assignee

SIGNED IN THE PRESENCE OF:

________                    ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ________ ) S.S.

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

Assignor: ________, with competent evidence of identity consisting of ________ No. ________ issued on ________ at ________; and

Assignee: ________, with competent evidence of identity consisting of ________ No. ________ issued on ________ at ________;

known to me and to me known to be the same persons who executed the foregoing Deed of Assignment and Assumption of Contract, and they acknowledged to me that the same is their free and voluntary act and deed.

This instrument, consisting of ________ pages, including this page on which this Acknowledgment is written, has been signed by the Parties and their instrumental witnesses on each and every page hereof.

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 20________.