CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT
State of ________
This Contract Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of ________ (the “Effective Date”), by and between ________ (the “Assignor”), having a principal address located at ________, and ________ (the “Assignee”), having a principal address located at ________. The Assignor and the Assignee are referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Assignor entered into that certain contract dated ________, a true and complete copy of which is attached hereto as Exhibit A and incorporated herein by reference (the “Contract”), with ________ (the “Obligor”);
WHEREAS, the Contract has an original expiration date of ________, as may be extended as permitted thereunder;
WHEREAS, the Assignor desires to assign all of its rights, titles, and interests in and to the Contract, and to delegate all of its obligations, responsibilities, and duties under the Contract, to the Assignee, and the Assignee desires to accept such assignment and assume such obligations; and
WHEREAS, the consent of the Obligor to such assignment was obtained on ________, and is evidenced by the Consent of Obligor attached hereto as Exhibit B;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. Assignment. Effective as of the Effective Date, the Assignor hereby assigns, transfers, conveys, and delivers to the Assignee all of the Assignor’s rights, titles, and interests in and to the Contract, and delegates to the Assignee all of the Assignor’s obligations, responsibilities, and duties arising under the Contract from and after the Effective Date.
§ 2. Acceptance and Assumption. The Assignee hereby accepts the foregoing assignment and assumes, agrees to perform, and agrees to be bound by all of the obligations, responsibilities, and duties of the Assignor under the Contract arising from and after the Effective Date, and accepts all of the rights, titles, and interests of the Assignor in and to the Contract.
§ 3. Assignor’s Indemnification. The Assignor shall indemnify, defend, and hold harmless the Obligor and the Assignee from and against any and all claims, actions, judgments, liabilities, proceedings, costs, and expenses, including reasonable attorneys’ fees and other costs of defense and damages, arising out of or resulting from the Assignor’s acts, omissions, or performance under the Contract prior to the Effective Date.
§ 4. Assignee’s Indemnification. The Assignee shall indemnify, defend, and hold harmless the Obligor and the Assignor from and against any and all claims, actions, judgments, liabilities, proceedings, costs, and expenses, including reasonable attorneys’ fees and other costs of defense and damages, arising out of or resulting from the Assignee’s acts, omissions, or performance under the Contract from and after the Effective Date.
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§ 6. Representations and Warranties of Assignee. The Assignee represents and warrants that it has full right, power, and authority to enter into this Agreement, to accept the assignment, and to assume and perform the obligations under the Contract.
§ 7. Further Assurances. Each Party shall, upon the reasonable request of the other Party, execute and deliver such additional documents and instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.
§ 8. Amendment. No modification, amendment, or waiver of any provision of this Agreement shall be valid or binding unless in writing and signed by all Parties hereto.
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§ 10. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the respective addresses of the Parties set forth above, or to such other address as a Party may designate in writing.
§ 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed valid and binding.
§ 12. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in ________, State of ________, for any dispute arising out of or relating to this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ASSIGNOR:
______________________________________________
Name: ________
Title: ________
______________________________________________
Date
ASSIGNEE:
______________________________________________
Name: ________
Title: ________
______________________________________________
Date
CONSENT OF OBLIGOR
The undersigned Obligor hereby consents to the assignment of the Contract by the Assignor to the Assignee and the assumption of the Contract by the Assignee, all on the terms set forth herein.
______________________________________________
Name: ________
Title: ________
______________________________________________
Date