what is assignment and agreement form

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 ...

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.

Person presenting documents to another person who is signing them

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.

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.

March 21, 2024 · 20min read

Skip to primary navigation
Skip to main content
Skip to primary sidebar
Skip to footer

Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

Effective Date: The document must indicate when the transfer of rights and obligations occurs.
Parties: Include the full name and address of the assignor, assignee, and obligor (if required).
Assignment: Provide details that identify the original contract being assigned.
Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
Signatures: Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Would you leave us a review?

We hope you've found what you need and can avoid the time, costs, and stress associated with dealing with a lawyer.

A review would mean the world to us (it only takes about 15 seconds).

Thanks again, and good luck!

Understanding the Basics of Assignment and Assumption Agreements

Try our AI Legal Assistant - it's free while in beta 🚀

Genie's AI Legal Assistant can draft, risk-review and negotiate 1000s of legal documents

Note: Links to our free templates are at the bottom of this long guide. Also note: This is not legal advice

Introduction

Understanding the importance of assignment and assumption agreements is essential for any business transaction. These agreements are legal documents which outline the transfer of ownership, rights, and obligations from one party to another in order to protect both parties from liabilities and disputes. Moreover, they help streamline the transition of ownership by providing a clear agreement between all involved.

At Genie AI, we understand that navigating these agreements can be difficult without legal expertise - but it doesn’t have to be! Our team provides free assignment and assumption agreement templates so that anyone can draft high-quality legal documents without paying hefty lawyer fees.

These agreements are crucial in corporate mergers, asset sales, and other business transactions as they protect both assignee and assignor from potential future disputes or disagreements. Furthermore, it helps everyone involved in the process come to an agreement about the transfer of assets or liabilities.

It’s also important for businesses to ensure that all records, documents, and information is properly transferred when assigning contracts - something which assignment and assumption agreements make simpler. Not only does this avoid any potential issues in the future but ultimately makes for a smoother transition when dealing with such matters.

In short, assignment and assumption agreements provide an invaluable service when it comes to safeguarding both parties involved in a business transaction while also simplifying their processes along the way. To learn more about how our team at Genie AI can help you on your way towards drafting these essential documents - read on below for our step-by-step guidance or visit us today to access our template library!

Definitions

Assignor: The party transferring the rights and liabilities. Assignee: The party receiving the rights and liabilities. Asset Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their ownership of a particular asset to another party. Liability Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their liability to another party. Contract Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their contractual obligations to another party. Lease Assignment and Assumption Agreement: An agreement used when one party transfers all or part of their responsibilities under a lease to another party. Representations and Warranties: Promises made by the Assignor and Assignee in order to ensure they understand the risks associated with the transfer and are comfortable taking on the rights and liabilities. Indemnification: A clause outlining the terms under which the Assignor and Assignee are liable for any losses or damages due to the transfer. Choice of Law: A clause specifying which jurisdiction’s laws will govern the agreement. Severability: A clause outlining how the agreement will be enforced if any part of it is deemed unenforceable. Governing Law: A clause specifying which court will have jurisdiction over any disputes that arise out of the agreement. Notices: A clause outlining how notices between the parties will be delivered.

Definition of Assignment and Assumption Agreement

Overview of the different types of assignment and assumption agreements, asset assignment and assumption agreement, liability assignment and assumption agreement, contract assignment and assumption agreement, lease assignment and assumption agreement, the purpose of an assignment and assumption agreement, the process of negotiating an assignment and assumption agreement, identifying the parties involved, discussing the terms, drafting the agreement, final review and signing, key terms and clauses commonly found in assignment and assumption agreements, assignor & assignee, liabilities and obligations, representations and warranties, indemnification, choice of law, severability, governing law, potential issues that may arise when negotiating an assignment and assumption agreement, scope of liabilities, representations & warranties, dispute resolution, contractual limitations, practical considerations when drafting an assignment and assumption agreement, identifying contingent liabilities, understanding applicable laws, drafting clear & concise language, complying with any regulatory requirements, potential benefits of using an assignment and assumption agreement, risk reduction, asset protection, cost savings, potential pitfalls of using an assignment and assumption agreement, unforeseen risks, negotiating difficulties, regulatory non-compliance, conclusion and next steps, finalizing the agreement, implementing the agreement, documenting the outcome, get started.

Understand the legal definition of an Assignment and Assumption Agreement: an agreement between two parties, which transfers one party’s rights, duties and obligations under a contract to another party
Learn who can enter into an Assignment and Assumption Agreement: the parties to the original contract, or their successors
Know what rights and obligations are transferred under an Assignment and Assumption Agreement: all rights, duties, and obligations that have been agreed upon in the original contract
Be aware of the consequences of assigning and assuming obligations: the assignee is responsible for performing all duties and obligations of the contract, just as if they had originally entered into the contract.
When you can check off this step: You will know you have a good understanding of the definition of an Assignment and Assumption Agreement when you can explain it in your own words and are aware of the rights and obligations transferred and the consequences of assigning and assuming obligations.
Understand the three common types of assignment and assumption agreements: asset assignment and assumption agreement, contractual assignment and assumption agreement, and debt assignment and assumption agreement
Learn the key features of each type, including the type of asset or obligation being assigned and assumed
Determine the purpose of the agreement and the advantages of each type of agreement
Check off this step when you feel confident that you understand the purpose and differences between the three types of assignment and assumption agreements.
Research and understand the definitions of an asset assignment and assumption agreement
Learn the different types of assets that can be assigned and assumed in an agreement
Understand the purpose of an asset assignment and assumption agreement
Research and review the legal elements of an asset assignment and assumption agreement, such as the parties involved, the assignor and assignee, the description of the assets to be assigned and assumed, the consideration for the assignment and assumption, the representations and warranties of both parties, the indemnification and other relevant provisions
Draft an asset assignment and assumption agreement with the help of a qualified attorney
When you are satisfied with the asset assignment and assumption agreement that you have drafted, execute the agreement according to the applicable law and have it notarized
Check this off your list and move on to the next step, which is understanding liability assignment and assumption agreements.
Research applicable state and federal laws to ensure the agreement is in compliance
Draft a liability assignment and assumption agreement that assigns all liabilities of the transferor to the transferee
Identify all liabilities to be assigned, including any and all warranty liabilities, product liabilities, and medical liabilities
Include all necessary clauses that provide for the transfer of the liabilities, and state that the transferor will not be liable for any liabilities after the date of the agreement
Get the agreement approved by the assigning and assuming parties
Sign and date the agreement in the presence of a witness
Once all parties have signed the agreement, you can check this off your list and move on to the next step of drafting the Contract Assignment and Assumption Agreement.
Understand the difference between an assignment and an assumption agreement. An assignment agreement transfers the rights and obligations of the original contract from one party to another, while an assumption agreement transfers only the obligations of the original contract to the new party.
Familiarize yourself with the language of the assignment and assumption agreement. The agreement should clearly state the terms of the assignment, the obligations assumed by the new party, and the liabilities being transferred.
Draft the assignment and assumption agreement. Make sure to include all relevant details, such as the parties involved, the original contract being transferred, the new obligations assumed by the new party, and any other important information.
Review the agreement with a legal professional. It is important to have a lawyer or other legal professional review the agreement to make sure it meets all legal requirements.
Sign the agreement. Once both parties have signed the agreement, it is officially binding and the obligations of the original contract are now transferred to the new party.

You will know when you can check this off your list and move on to the next step when you have completed all steps in this section, including drafting, reviewing, and signing the agreement.

Understand the basics of a lease assignment and assumption agreement
Have an understanding of the parties involved in the agreement
Know what is included in the agreement such as the particular lease, the transferor, the transferee, a consideration amount, date of assignment, and other related documents
Have an understanding of the legal implications of the agreement as far as warranties, liabilities, and other related obligations
Understand the process of executing the agreement and any other related steps required
Be aware of any local or state laws that may affect the agreement

Once you have a thorough understanding of the lease assignment and assumption agreement, you can check off this step and move on to the next step in the guide: The Purpose of an Assignment and Assumption Agreement.

Understand the purpose of an assignment and assumption agreement, which is to transfer rights and obligations from one party to another
Learn the different types of assignment and assumption agreements, such as lease assignment and assumption agreements, purchase and sale agreements, and contracts
Identify the parties involved in the agreement, what rights and obligations are being transferred, and how the agreement will be executed
Once you understand the purpose of an assignment and assumption agreement, you can move on to the next step in the guide
Research and determine the terms of the agreement that are appropriate for your situation
Identify any potential legal issues that could arise from the assignment and assumption agreement
Draft the agreement that outlines the terms, conditions, consideration, and liabilities
Both parties must review and approve the agreement in its entirety
Make sure the agreement is signed by both parties and that each party has a copy of the agreement
When both parties have agreed upon and signed the agreement, the assignment and assumption agreement is officially enforceable
You can check this step off your list and move onto the next step once the agreement is signed and all parties have a copy.
Identify all parties involved in the agreement, including the assignor, the assignee, and any other third parties
Be sure to document all of the parties in the agreement and provide contact information for each
Get contact information for all parties involved, including names, addresses, and phone numbers
Verify that all parties involved are of legal age and able to enter into a binding agreement
Make sure that all parties understand their roles and obligations in the agreement

When you can check this off your list: When all parties have been identified, contact information has been provided, and all parties understand and accept their roles and obligations in the agreement.

Learn the key terms used in assignment and assumption agreements, such as “assignor” and “assignee.”
Understand the scope of the agreement and the rights and obligations of each party.
Consider any potential restrictions that might be in place.
Identify any laws or regulations that affect the agreement.

You can check this step off your list and move on to the next step when you have a basic understanding of the terms used in the agreement, and the scope of the agreement and the rights and obligations of each party.

Determine the parties involved in the assignment and assumption agreement and obtain contact information for each.
Draft the agreement and include all the agreed upon terms and conditions.
Review the agreement with all parties to ensure the terms and conditions are accurately reflected.
Revise the agreement as needed to reflect any changes or amendments.
Once all parties have agreed to the agreement and all revisions have been made, the agreement is ready to be signed.
Carefully review the agreement to ensure that all the details and clauses are accurately reflected
Make sure all parties to the agreement have signed the document
Have all parties to the agreement keep a signed copy of the document for their records
Once all parties have signed the document, you can check this off your list and move on to the next step.
Familiarize yourself with the language and terminology used in assignment and assumption agreements.
Understand the components of the agreement, such as the assignor, assignee, consideration, and liabilities.
Become familiar with the common clauses found in assignment and assumption agreements, such as the warranty clause, assignment clause, and liability clause.
Review the agreement for accuracy and ensure that all of the terms and conditions are clear.
Once you have a full understanding of the key terms and clauses in the agreement, you can move on to the next step in the process.
Determine who is the assignor and who is the assignee - the assignor is the one who is transferring their rights and obligations to the assignee
Know the difference between the assignor and assignee - the assignor is the party transferring the rights and obligations, and the assignee is the party receiving them
Understand the implications of the assignment and assumption agreement - the assignor is no longer responsible for the rights and obligations they are transferring to the assignee
Make sure that the assignor and assignee are both aware of their respective roles and responsibilities - this will ensure that the agreement is legally binding

Once you have determined who the assignor and assignee are, know the differences between them, understand the implications of the agreement, and make sure both parties are aware of their roles and responsibilities, you can move on to the next step.

Identify and list out all of the liabilities and obligations that are being assigned in the agreement
Ensure that all liabilities and obligations of the assignor that are to be assumed by the assignee are included in the agreement
Specify the date on which the liabilities and obligations are to be assumed by the assignee in the agreement
Make sure that the assignee is aware of and accepts the liabilities and obligations that are being assigned
Confirm that the assignor is not liable for any of the liabilities and obligations that are being assigned to the assignee
Make sure to include a clause in the agreement that states that the assignor will not be liable for any of the liabilities and obligations that are being assigned to the assignee

When you can check this off your list and move on to the next step:

When the assignor and assignee have agreed on all of the liabilities and obligations that are being assigned in the agreement
When the assignor has agreed to not be liable for any of the liabilities and obligations that are being assigned to the assignee
When the agreement has been reviewed and approved by both the assignor and assignee
Ensure that all statements made by the assignor and the assignee are accurate and current
Identify all representations and warranties made by the assignor to the assignee
Make sure that any representations and warranties made by the assignor are clear and enforceable
Verify that any representations and warranties made by the assignee are accurate and up-to-date
Determine the remedies for breach of any representations and warranties

You can check this off your list and move on to the next step when you have identified all representations and warranties, verified that they are accurate and up-to-date, and determined the remedies for breach.

Assignor should agree to indemnify Assignee from any and all claims, losses and damages that arise from breach of representations and warranties
Assignor should agree to pay Assignee’s legal fees and other costs associated with defending against any claim
Assignee should agree to indemnify Assignor from any and all claims, losses, and damages that arise from the Assignee’s actions after the transfer of the subject matter
Once these indemnification terms are set, you can check this step off your list and move on to the next step.
Determine the state law that will govern the agreement. Generally, the state law that will be applicable is the state in which the agreement is executed.
The state law that you choose should be clear and explicit. Consider consulting a lawyer or legal advisor if you are unsure of the applicable state law.
Make sure to include the state law that has been agreed upon in the agreement.
Check off this step when the applicable state law has been determined and included in the agreement.
Read your agreement carefully to ensure that the severability clause is properly drafted
The severability clause should state that if any portion of the agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect
Familiarize yourself with the definitions of severability, enforceability, and invalidity
Make sure that the agreement includes a severability clause that is tailored to the particular agreement
Once you are confident that the severability clause is properly drafted, you can check this step off your list and move on to the next step.
Research governing laws in the jurisdiction where the agreement will be signed and enforced
Determine the laws that will govern the agreement and include them in the governing law clause
This clause should include the state, country, or other jurisdiction
Once you have determined the governing laws and included them in the clause, you can check this off your list and move on to the next step.
Ensure that the agreement includes a provision specifying a proper notice address for each party
Check that the notice provision includes the name and address of the recipient, the method of service (e.g., mail, e-mail, or fax), and the time period for responding
Review the agreement to make sure that it includes a provision specifying the manner in which the parties will provide notice to each other
Confirm that notice is defined correctly, as this is important for determining the time period for responding
Once all of these points have been verified, you can check this off your list and move on to the next step.
Review the agreement to make sure that the assignment language is drafted correctly and is broad enough to encompass all of the rights and obligations being assigned
Ensure that the parties are not trying to assign any rights or obligations that are not legally assignable
Make sure that the agreement is clear regarding the liabilities of the parties, as they will be assumed by the assignee
Confirm that the assumptions being made by the assignee are clearly laid out in the agreement
Ensure that the agreement is not assigning any rights or obligations that may be subject to the consent of a third party
When all potential issues have been addressed, the agreement can be signed by both parties.
Understand that an Assignment and Assumption Agreement (A&A) will transfer some of the liabilities from one party to another in a business transaction
Identify which liabilities are to be transferred in the A&A
Clarify which liabilities will remain with the original party
Establish a timeline for the transfer of liabilities
Decide which party is responsible for liabilities that occur after the transfer
Make sure that the liabilities are accurately defined and described in the A&A

You will know that you can check this step off your list and move on to the next step when all liabilities have been properly identified, defined and described in the A&A, and all parties have agreed to the timeline for the transfer of liabilities.

Understand the basics of Representations & Warranties and what they mean in the context of assignment and assumption agreements
Learn what should be included in Representations & Warranties and the consequences of not making accurate representations
Research different types of Representations & Warranties, such as those related to title, capacity, authority, and performance
Check that all Representations & Warranties included in the agreement are accurate and up-to-date
Once all Representations & Warranties have been reviewed and confirmed to be accurate, you can check this step off your list and move on to the next step of the guide.
Understand that disputes under an Assignment and Assumption Agreement are generally handled by the parties involved
Understand the purpose of an arbitration clause in the agreement, which is to resolve disputes quickly, fairly, and affordably
Determine if the agreement should include a mediation clause, which is less formal than arbitration and may be more suitable for some disputes
Consider whether the agreement should include a choice of law clause, which will determine the governing law of the agreement
Know that the agreement should specify the venue for any potential dispute resolution proceedings
Understand that the parties may need to provide notice to the other party before initiating a dispute resolution procedure
When you have a full understanding of how disputes will be handled under the Assignment and Assumption Agreement, you can check this step off your list and move on to the next step.
Understand the importance of the contractual limitations outlined in the agreement
Make sure all parties involved in the agreement have agreed to the contractual limitations
Know that contractual limitations are meant to protect the parties involved in the agreement
Be aware that contractual limitations may include time limits, scope of duties, and other stipulations
When all parties involved have agreed to the contractual limitations, you have completed this step and can move on to the next step.
Familiarize yourself with the applicable laws in the jurisdiction in which the assignment and assumption agreement will be executed
Make sure to include language in the agreement that will address any issues that may arise due to a conflict of laws
Ensure that the agreement properly identifies and describes the rights, obligations, and interests that are being assigned and assumed
Identify any contingencies that could affect the transfer of rights and obligations, and include language that addresses such contingencies
Consider adding any additional provisions that may be necessary to ensure the successful completion of the transaction

You can check this off your list and move on to the next step when you have addressed any issues that may arise due to a conflict of laws, properly identified and described the rights, obligations and interests that are being assigned and assumed, identified any contingencies that could affect the transfer of rights and obligations, and considered adding any additional provisions that may be necessary to ensure the successful completion of the transaction.

Identify all contingent liabilities that must be assumed by the assignee, including any pending or potential claims and obligations
Make sure the assignee is aware of, and willing to assume, the contingent liabilities
Include language in the assignment and assumption agreement that outlines the assignee’s assumption of any contingent liabilities
Check that the provisions in the agreement precisely identify the liabilities assumed by the assignee
When all contingent liabilities have been identified and included in the agreement, you can move on to the next step of understanding applicable laws.
Research applicable laws related to assignment and assumption agreements in your jurisdiction
Understand the legal language and key elements of an assignment and assumption agreement
Understand the process for filing and registering an assignment and assumption agreement
Know what documents and information may be required to complete the registration process
Understand the timeline for completion of the registration process
Once you have a good understanding of the applicable laws and the process for registration, you can move on to the next step of identifying any contingent liabilities.
Research the applicable law, and use language that is consistent with the requirements
Draft a clear and concise agreement that covers all relevant topics
Ensure that the language used is precise and unambiguous
Define any legal terms used in the agreement
Make sure that the agreement is in writing and all parties have signed it
Review the agreement and make sure it is legally compliant
When all of the above steps are completed, you can move on to the next step in the guide.
Research applicable laws and regulations that may apply to the assignment and assumption agreement
Obtain any necessary licenses or permits, such as a real estate license
Ensure that all parties understand the regulations that apply to the agreement
Determine if any state or federal laws need to be adhered to
When all applicable laws and regulations have been taken into account and complied with, you can move on to the next step.
Understand the potential advantages of using an Assignment and Assumption Agreement, including:
Transferring existing contractual obligations and liabilities from one party to another
Ensuring continuity in contractual agreements between parties
Avoiding the need for a new contract
When you have a solid understanding of the potential benefits of using an Assignment and Assumption Agreement, you can check off this step and move on to the next one, which is Risk Reduction.
Identify the potential risks that are associated with an assignment and assumption agreement
Analyze how the assignment and assumption agreement may reduce those risks
Understand the legalities that would protect both parties in the agreement
Be aware of the potential regulatory requirements that may apply
When you have thoroughly assessed the risks and understand how an assignment and assumption agreement can protect both parties, you are ready to move on to the next step.
Understand the definition of an assignment and an assumption agreement
Learn the differences between the two agreements
Familiarize yourself with the processes and procedures of an assignment and assumption agreement
Understand the legal implications of an assignment and an assumption agreement
Familiarize yourself with the potential benefits of an assignment and assumption agreement
Understand how an assignment and assumption agreement can be used to protect assets

You’ll know you can check this off your list and move on to the next step when you have a good grasp of the processes and procedures associated with an assignment and assumption agreement, the legal implications of such an agreement, and the potential benefits of using one.

Understand the different costs associated with the transfer of assets, such as attorney’s fees, recording fees, and transfer taxes
Consider the potential cost savings of using an assignment and assumption agreement as opposed to other methods of transferring assets
Determine the effect of the transfer on the financial statements of both parties
Review the agreement to ensure all costs are accounted for

When you have a thorough understanding of the cost savings to be made and have reviewed the agreement to ensure all costs are accounted for, you can move on to the next step.

Be aware of the potential conflicts of interest between the assignor and assignee when an Assignment and Assumption Agreement is used
Consider applicable laws, regulations and contractual restrictions when determining if an Assignment and Assumption Agreement is the best option
Understand that if an Assignment and Assumption Agreement is used, both the assignor and assignee will remain liable for any existing obligations
Be aware that the assignee may not have the same rights as the assignor under the agreement and may not have direct access to the original contract
Understand that the assignee may be liable for any damages or losses caused by the assignor’s breach of the agreement

You’ll know when you can check this off your list and move on to the next step when you have a good understanding of the potential pitfalls and responsibilities associated with using an Assignment and Assumption Agreement.

Understand that when assuming liabilities, there are certain risks that may be unforeseen and difficult to calculate
Be aware that the assignor of the agreement can still be held liable if any unanticipated risks arise
Carefully review the agreement to ensure that the assignor and the assignee are both protected from unforeseen risks
Discuss any potential risks with legal counsel to ensure that all parties understand the potential risks
Have all parties sign the agreement to ensure that everyone is aware of the risks and agrees to them
When all parties have signed, the agreement can be considered complete and all parties can move forward with the transfer of liabilities
Understand the differences between the two parties and their respective interests
Identify the areas where both parties can agree on specific terms and conditions
Determine which party will be liable for any breaches of the agreement
Negotiate a fair deal that both parties can agree to
Consider any legal, financial, and tax implications for both parties
Once negotiations are complete, have the parties sign the agreement
Make sure that both parties understand the terms and conditions of the agreement
Verify that both parties are in agreement and that all negotiations are complete
Check that all the required legal documents are present and in order
Check that all parties involved are aware of their respective responsibilities

You’ll know when you can check this off your list and move on to the next step when all parties have agreed to the terms and conditions of the agreement, all required legal documents have been provided and in order, and all parties have signed the agreement.

Research the laws and regulations that apply to the transaction, including state and local statutes, to assess potential risks
Check for any filing requirements or permits that need to be obtained
Identify any restrictions that could occur due to the parties involved
Document any potential regulatory non-compliance issues
When all potential risks have been identified and documented, you can move on to the next step.
Review the terms and conditions of the agreement, as well as any applicable regulations, to ensure that all parties have a clear understanding of the agreement as a whole.
Seek legal counsel if there are any questions or concerns about the agreement.
Finalize the agreement by signing and exchanging documents.
After the agreement has been finalized, it will be legally binding and enforceable.
Make sure all parties are aware of their responsibilities and obligations under the agreement.
Monitor the agreement to ensure that all parties are complying with the terms and conditions of the agreement.
Check off this step when the agreement has been finalized and all parties have signed and exchanged documents.
Review the agreement carefully and make sure all parties have signed off
Make sure all parties have received a copy of the agreement
Ensure that all parties have received the agreed-upon consideration
File the original agreement with all relevant documents with the appropriate government agency or court
You will know that you have finished this step when all parties have signed the agreement, all parties have received a copy, and the original agreement has been filed with the appropriate government agency or court.
Execute the agreement, making sure both parties have signed it and that all parties involved have read, understood, and accepted the terms and conditions of the agreement.
Make sure that the agreement has been filed with the appropriate state or federal agency, if required.
Start the process of transferring assets and obligations from the assignor to the assignee, as outlined in the agreement.
Make sure that all parties have the necessary information to complete the assignment and assumption. This may include but is not limited to: legal documents, financial documents, contracts, and other pertinent information.
Ensure that all parties have received the necessary payment for the assignment and assumption.
Check that all parties have complied with the terms and conditions of the agreement.
You can check this off your list once you have completed all the steps necessary for the successful implementation of the agreement.
Ensure you have all relevant documents, such as the assignment and assumption agreement, and any other documents mentioned in the agreement
Gather all necessary signatures from the parties involved
Make copies of the signed documents for all parties
File the original documents with the appropriate governmental agency or court
Update any necessary records, including those within your company
Verify that all documents have been properly filed
You can check off this step and move on to the next step when all documents have been properly signed and filed.

Q: What is the difference between an Assignment and Assumption Agreement and a novation agreement?

Asked by Zane on 27th March 2022. A: An Assignment and Assumption Agreement is used to transfer contractual rights and obligations from one party to another, while a novation agreement is used to substitute one contracting party with another. In a novation agreement, all three parties must agree to the substitution, while in an Assignment and Assumption Agreement, only two parties are involved.

Example dispute

Lawsuit referencing assignment and assumption agreement.

A plaintiff may raise a lawsuit referencing an assignment and assumption agreement when one party assumes the rights and obligations of another party in a contract.
The lawsuit may be raised if the party that assumed the rights and obligations did not fulfill them or did not fulfill them in the manner agreed upon in the contract.
The plaintiff must provide proof that the party failed to fulfill the rights and obligations of the contract in order to win the lawsuit.
Settlement may be reached through a negotiated agreement between the parties.
Damages may be awarded if the plaintiff can prove the losses incurred due to the breach of contract.

Templates available (free to use)

Assignment And Assumption Contract Assignment And Assumption Contract And Optional Novation Assignment And Assumption Contract And Optional Novation California Assignment And Assumption Contract And Optional Novation Colorado Assignment And Assumption Contract And Optional Novation Florida Assignment And Assumption Contract And Optional Novation Georgia Assignment And Assumption Contract And Optional Novation Illinois Assignment And Assumption Contract And Optional Novation Louisiana Assignment And Assumption Contract And Optional Novation Massachusetts Assignment And Assumption Contract And Optional Novation Minnesota Assignment And Assumption Contract And Optional Novation Missouri Assignment And Assumption Contract And Optional Novation New Jersey Assignment And Assumption Contract And Optional Novation New York Assignment And Assumption Contract And Optional Novation Ohio Assignment And Assumption Contract And Optional Novation Pennsylvania Assignment And Assumption Contract And Optional Novation Tennessee Assignment And Assumption Contract And Optional Novation Texas Assignment And Assumption Contract Contribution To Joint Venture Assignment And Assumption Of Contracts Commercial Property Purchase And Sale Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale California Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale Florida Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale Georgia Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale Illinois Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale Massachusetts Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale New Jersey Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale New York Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale Pennsylvania Assignment And Assumption Of Contracts Warranties Permits And Licenses Commercial Property Purchase And Sale Texas Assignment And Assumption Of Intangible Property Commercial Property Purchase And Sale Assignment And Assumption Of Leasehold Interest In Corporate Transactions Simple Assignment And Assumption Of Leases Commercial Property Purchase And Sale Assignment And Assumption Of Leases Commercial Property Purchase And Sale California Assignment And Assumption Of Leases Commercial Property Purchase And Sale Florida Assignment And Assumption Of Leases Commercial Property Purchase And Sale Georgia Assignment And Assumption Of Leases Commercial Property Purchase And Sale Illinois Assignment And Assumption Of Leases Commercial Property Purchase And Sale Massachusetts Assignment And Assumption Of Leases Commercial Property Purchase And Sale New Jersey Assignment And Assumption Of Leases Commercial Property Purchase And Sale New York Assignment And Assumption Of Leases Commercial Property Purchase And Sale Ohio Assignment And Assumption Of Leases Commercial Property Purchase And Sale Pennsylvania Assignment And Assumption Of Leases Commercial Property Purchase And Sale Purchaser Friendly Assignment And Assumption Of Leases Commercial Property Purchase And Sale Texas Assignment And Assumption Of Purchase And Sale Contract Commercial Property Purchase And Sale Assignment And Assumption Of Purchase And Sale Contract Commercial Property Purchase And Sale Texas Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Long Form Florida Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Long Form Illinois Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Long Form Massachusetts Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Long Form New Jersey Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Long Form Pennsylvania Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Long Form Texas Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Simple Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Simple California Assignment And Assumption Of Tenant S Interest Commercial Lease Transaction Simple New York Assignment Assumption Multiple Assignments Of Loans Assignment Assumption Of Membership Interests Assignment Assumption Single Assignment Of Loans Loan Assumption Agreement Purchase And Assumption Agreement

Helpful? Not as helpful as you were hoping? Message me on Linkedin

Links to get you started

‍ Our AI Legal Assistant (free while in beta) Contract Template Library Legal Clause Library

Try the world's most advanced AI Legal Assistant, today

Real Estate

What Is an Assignment Agreement?

Preview Document
Download PDF Download PDF

How to Get an Assignment Agreement?

How much is an assignment fee, assignment agreement template.

General Business Forms
Business Operations

An Assignment Agreement is a legal document that outlines the assignment of rights and responsibilities under an original contract from one party (the assignor) to another (the assignee). It can be drafted whenever the assignor wants the assignee to assume all the contractual obligations and rights.

Alternate Name:

"Contract Assignment."

This type of agreement is popular in construction and real estate. A "Contract Assignment" means that the assignee complies with all the duties established in the original contract and receives benefits that should have gone to the assignor for an assignment fee.

If you need an Assignment Agreement , you can download a template below or create a more personalized document using our online form builder .

Follow these steps to properly assign a contract:

Find a party that is willing to become an assignee - it can be an individual or, more likely, an entity to which you will delegate your rights and obligations under the original contract. For example, an IP Assignment Agreement allows the transfer of ownership of any intellectual property from the employee (the creator or inventor) to the employer when this intellectual property was created in the scope of the employment. This document should indicate the consideration paid by the assignee.
Before you start preparing an Assignment Agreement, read the original contract thoroughly and make sure it does not specifically prohibit the use of the assignment - some agreements include a non-assignment clause that will automatically make your supplemental contract invalid. It is also recommended to contact the other party to the original agreement and obtain their explicit permission to assign rights and responsibilities in order to avoid potential misunderstandings in the future.
Identify the person or company that hands over contractual obligations and their recipient. You must also name the party to the original contract - the obligor. When you compose a Lease Assignment Agreement to transfer the interest in the lease from one tenant to another, you need to name the original tenant, new tenant, and the landlord.
Describe the original contract and add its expiration date . You may list the obligations the assignee has to fulfill if the assignor, for instance, has already performed most of the responsibilities.
State when the Assignment Agreement goes into effect.
Specify the assignment fee.
Sign and date the document. It can be signed by the obligor to confirm they are not against the assignment if the original contract is vague about this particular condition. You can also obtain a notarization for this agreement to add an extra layer of protection to it.

The assignment fee - a sum of money that compensates the assignor for the rights given up in the contract - is required when you assign property, cash, and other assets to the assignee. The fee amount depends on the type and value of the subject matter of the contract. An assignment fee can be calculated as a percentage of the value (typically, it is between 1% and 5%) or you can agree on a set amount when signing the contract. As long as you meet other legal requirements for the assignment, you are free to negotiate any fee - and do not forget to put it in writing as a separate clause.

Not the form you were looking for? Check out these related documents:

Trademark Assignment Agreement ;
Contract Termination Letters ;
Business Purchase Agreement .

Download Assignment Agreement Template

Linked topics.

Transfer And Assignment Agreement

Jump to section, what is a transfer and assignment agreement.

A transfer and assignment agreement is a legal document that outlines the terms and conditions of the transfer of an employee from one company to another. It also includes the assignment of all rights and obligations, including any IP or confidential information. This document can be used to protect both the employee and the employer in case of any disputes. When negotiating a transfer and assignment agreement, it is important to consider all potential risks and liabilities.

Common Sections in Transfer And Assignment Agreements

Below is a list of common sections included in Transfer And Assignment Agreements. These sections are linked to the below sample agreement for you to explore.

Transfer And Assignment Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.7 10 dex107.htm FORM OF SALE, TRANSFER AND ASSIGNMENT AGREEMENT , Viewed April 26, 2022, View Source on SEC .

Who Helps With Transfer And Assignment Agreements?

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

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate transfer and 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 Transfer And Assignment Agreement Lawyers

I am an attorney admitted in NY, with over 6 years of experience drafting, reviewing and negotiating a wide array of contracts and agreements. I have experience in Sports and Entertainment, Real Estate, Healthcare, Estate Planning and with Startup Companies. I am confident I can assist you with all of your legal needs.

Rishma D. Eckert, Esq. is a business law attorney who primarily represents domestic and international companies and entrepreneurs. A native of both Belize and Guyana, she remains engaged with the Caribbean community in South Florida: as a Board Member and General Counsel for the Belize American Chamber of Commerce of Florida, and Member of the Guyanese American Chamber of Commerce. She holds a Bachelor of Laws degree (LL.B.) from the University of Guyana in South America, a Master’s degree in International and Comparative Law (LL.M.) from Stetson University College of Law in Gulfport, Florida, and earned a Juris Doctor degree (J.D.) from St. Thomas University School of Law in Miami, Florida. Licensed to practice in the State of Florida and the Federal Court in the Southern District of Florida, Mrs. Eckert focuses her passion and practice on domestic and international corporate structuring and incorporation, corporate governance, contract negotiation and drafting, and trademark and copyright registrations.

Founder and Managing partner of Emerald Law, PLLC, a business law firm specializing in contract drafting and corporate transactions. Kiel worked as in house counsel for a variety of companies before launching his own firm, and most recently served as the Chief Legal Officer for an international private equity firm.

I work with early stage startups (in Georgia and internationally) with their formation, contract, patent and investment needs.

Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.

Mark A. Addington focuses his practice primarily on employment litigation, including contractual disputes, restrictive covenants (such as non-competition, non-solicitation, or confidential information restrictions), defense of wage and hour, harassment, retaliatory discharge, disability, age, religion, race, and sex discrimination.

Benjamin M.

Experienced Attorney focused on transactional law, payments processing, banking and finance law, and working with fintech companies with a demonstrated history of driving successful negotiations in technology sourcing and transactions and strong understanding of government contracts and the procurement process

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

Transfer And Assignment Agreement lawyers by city

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

Want to speak to someone?

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

Find lawyers and attorneys by city

Assignment and Assumption Agreement | Practical Law

Assignment and Assumption Agreement

Practical law standard document 0-381-9984 (approx. 10 pages).

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.

Debt Assignment and Assumption Agreement

Rating: 4.7 - 23 votes

A Debt Assignment and Assumption Agreement is a very simple document whereby one party assigns their debt to another party, and the other party agrees to take that debt on. The party that is assigning the debt is the original debtor; they are called the assignor. The party that is assuming the debt is the new debtor; they are called the assignee.

The debt is owed to a creditor.

This document is different than a Debt Settlement Agreement , because there, the original debtor has paid back all of the debt and is now free and clear. Here, the debt still stands, but it will just be owed to the creditor by another party.

This is also different than a Debt Acknowledgment Form , because there, the original debtor is simply signing a document acknowledging their debt.

How to use this document

This document is extremely short and to-the-point. It contains just the identities of the parties, the terms of the debt, the debt amount, and the signatures. It is auto-populated with some important contract terms to make this a complete agreement.

When this document is filled out, it should be printed, signed by the assignor and the creditor, and then signed by the assignee in front of a notary. It is important to have the assignee's signature notarized, because that is the party that is taking on the debt.

Applicable law

Debt Assignment and Assumption Agreements are generally covered by the state law where the debt was originally incurred.

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.

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
Contract Assignment Agreement
Debt Settlement Agreement
Breach of Contract Notice
Corporate Proxy
Mutual Rescission and Release Agreement
Notice for Non-Renewal of Contract
Other downloadable templates of legal documents

Global directory Global directory
Product logins Product logins
Contact us Contact us

Our Privacy Statement & Cookie Policy

All Thomson Reuters websites use cookies to improve your online experience. They were placed on your computer when you launched this website. You can change your cookie settings through your browser.

Privacy Statement
Cookie Policy

Agreement vs. contract: The differences

March 25, 2024 · 6 minute read

Understanding the nuances between agreements and contracts is crucial in the legal realm, focusing on enforceability and formality.

This blog is part of the “Contract Law” series.

The differences between a contract and an agreement, like most considerations in the legal sphere, come down to the particulars of the language and intent surrounding the parties involved. In short, a contract is definitionally a type of agreement, but not all agreements rise to the level of a legally binding, enforceable contract.

Below, we will explore some of the elements that constitute both of these legal concepts and provide some context for their drafting as well as some examples of how they work. Both contracts and agreements have an important role in the day-to-day business dealings of individuals and companies around the country, and understanding their usefulness is critical for both the business and legal communities.

Key differences between agreement and contract

An agreement and a contract share the fundamental purpose of establishing mutual obligations between parties, yet they differ in their legal implications and formalities. Essentially, a contract is a more stringent form of agreement, embodying legal consequences and enforceable rights and obligations, whereas an agreement encompasses a broader spectrum of informal understandings.

Both involve the meeting of minds and exchange of promises, but a contract typically entails a more formalized arrangement, often documented in writing, and carries legal enforceability.

Conversely, an agreement can be informal and may not always be legally binding. While contracts require elements such as consideration, legality, capacity, and mutual assent to be legally valid, agreements may lack such requirements.

What is an agreement?

On the other hand, an agreement is a similarly engineered deal between parties with a common interest, but it does not rise to the same level of legal enforceability that a contract does. As such, an agreement is simply the “manifestation of mutual assent by two or more persons to one another.” This “meeting of the minds” indicates common intentions and is expressed through an offer and an acceptance.

Agreements can be shown with words, and actions can even be indicated in some instances with silence. While agreements are often lumped with contracts colloquially, an agreement generally lacks definitive elements like “consideration,” in order to rise to that level.

Further, different jurisdictions will treat and adjudicate agreements slightly differently. In the state of Washington, an agreement does not carry the same legal implications as a contract, but in Pennsylvania, an agreement can, in fact, be enforced with the same force as a contract if “the parties intend to enter into a binding agreement.” Muddying the water even more, California law distinguishes between a “final agreement” and an “agreement to agree,” which is dependent on the parties’ intent.

What are some examples of agreements?

There are many types of contracts and relationships that necessitate some form of agreement. Two common forms of such agreements are the Master Service Agreement (MSA) and the Statement of Work (SoW) .

Generally, MSAs are broad, foundational contract arrangements that delineate the scope of a relationship between entities conducting business together. On the other hand, an SoW lays out the specific expectations and timelines governing a given project. As such, the SoW is a very useful tool for businesses, individuals, and municipalities hoping to develop effective working relationships with one another. Oftentimes, an SoW is drafted when parties have a desire to collaborate on the mutual completion of a goal or project.

Another popular form of this type of arrangement is the “indemnity agreement.” An i ndemnity agreement is “an arrangement whereby one party agrees to pay the other party for any damages regardless of who is at fault.” Indemnity agreements are similar to a “hold harmless agreement,” which is aimed at ensuring a given party is not held for liability “arising out of the indemnitor’s negligent act or omission,” the university adds.

In instances when one party means to limit the extent of what information another party can disclose, they might draft a “ confidentiality agreement ” or a “ non-disclosure agreement (NDA) .” These agreements are used to stunt the improper, unauthorized disclosure of a piece of information.

What is a contract?

A contract is a formal, legally binding agreement made between two parties with a common interest in mind. This creates “mutual obligations that are enforceable by law.”

In nearly all cases when a contract is formed, the arrangement begins with an offer and then several other key elements must be satisfied to codify the contract. Some examples of common contracts are:

Mortgage agreements
Lease agreements
Online purchases
Sign-up agreements
Promissory notes

When does an agreement become a contract?

As mentioned above, the distinction between a contract and an agreement generally lies with the ingredients. In order to elevate most agreements into legally enforceable contracts, certain elements must be present. Some of the elements required for a contract overlap with that of an agreement, however, a contract agreement will almost always need some form of “consideration” in order to withstand legal scrutiny.

The key elements of a contract are Offer , Acceptance , Awareness , Consideration , Capacity , and Legality .

Offer – One party promising to do something, or conversely, promising to refrain from doing a particular action which could be in the form of a written contract
Acceptance – The unambiguous nature by which an agreement is solidified. This may be done verbally, or through performance or deed
Awareness – Both parties acknowledge the contract agreement exists
Consideration – When something of value is offered in exchange for the above-stated action or inaction; the value that induces the parties to enter into the contract
Capacity – Individuals must have the ability to reasonably have a mutual understanding of what entering a contract agreement means; individuals compromised by, for example, alcohol, may be found to lack capacity with respect to contract law
Legality – Valid contracts must fall in line with existing laws

Final words

An agreement is often more informal than a contract and often serves as the precursor to a legally enforceable contract. It’s crucial to have one in case of arbitration, litigation , or a breach of contract.

Generally, a contract is a legally binding agreement made between two parties with a common interest in mind. On the other hand, an agreement is a similarly engineered deal between parties but usually does not rise to the same level of legal enforceability as a contract does.

For help drafting all your contracts, agreements, and clauses, visit here.

Corporate Legal

Join our community

Webcast and events

Browse all our upcoming and on-demand webcasts and virtual events hosted by leading legal experts.

Generative AI for legal professionals: What to know and what to do right now

AI is reshaping the legal landscape by providing invaluable support across various roles in law firms and legal departments. Rather than replacing legal professionals, gen AI enhances efficiency, accelerates tasks, and enables lawyers to focus on applying their expertise.

Spend management is a complex puzzle

When your spend management puzzle is complete you will have a clear vision of what the business needs from your legal department and what value to the business looks like.

How generative AI will help lawyers improve legal service delivery

This report will explore the use of AI in law and, specifically, how generative AI can help lawyers with their daily work.

Westlaw Precision | Harness the power of generative AI

Innovative tools deliver advanced speed and accuracy, providing you with greater confidence in your legal research

Adhesion contract: To accept or not accept

Executed contract: All signed and approved

Breach of contract: How it occurs

Document automation for lawyers: Minimize mundane work and improve talent attrition

Generative AI in legal work – what’s fact and what’s fiction?

Quid pro quo social engineering [infographic and explanation]

An official website of the United States Government

Kreyòl ayisyen
Search Toggle search Search Include Historical Content - Any - No Include Historical Content - Any - No Search
Menu Toggle menu
INFORMATION FOR…
Individuals
Business & Self Employed
Charities and Nonprofits
International Taxpayers
Federal State and Local Governments
Indian Tribal Governments
Tax Exempt Bonds
FILING FOR INDIVIDUALS
How to File
When to File
Where to File
Update Your Information
Get Your Tax Record
Apply for an Employer ID Number (EIN)
Check Your Amended Return Status
Get an Identity Protection PIN (IP PIN)
File Your Taxes for Free
Bank Account (Direct Pay)
Payment Plan (Installment Agreement)
Electronic Federal Tax Payment System (EFTPS)
Your Online Account
Tax Withholding Estimator
Estimated Taxes
Where's My Refund
What to Expect
Direct Deposit
Reduced Refunds
Amend Return

Credits & Deductions

INFORMATION FOR...
Businesses & Self-Employed
Earned Income Credit (EITC)
Child Tax Credit
Clean Energy and Vehicle Credits
Standard Deduction
Retirement Plans

Forms & Instructions

POPULAR FORMS & INSTRUCTIONS
Form 1040 Instructions
Form 4506-T
POPULAR FOR TAX PROS
Form 1040-X
Circular 230

Tax Time Guide: Escape penalties and interest with electronic payment options on IRS.gov

IRS Online Account

An IRS Online Account provides taxpayers access to important information when preparing to file a tax return, pay a balance or follow up on notices. Taxpayers can view their information online including:

Adjusted Gross Income.
Payment history and any scheduled or pending payments.
Payment plan details.
Digital copies of select notices from the IRS.

Taxpayers can also use their Online Account to securely make a same-day payment for an outstanding 2023 tax balance, pay quarterly estimated taxes for the 2024 tax season or request an extension to file a 2023 return.

Interest and a late payment penalty will apply to any payments made after April 15. Making a payment, even a partial payment, will help limit penalty and interest charges.

Other electronic options

Direct Pay, available at IRS.gov, is the fastest, easiest way to make a one-time payment without signing into an IRS Online Account.

Direct Pay : Direct Pay is free and allows taxpayers to securely pay their taxes directly from their checking or savings account without any fees or registration. Taxpayers can schedule payments up to 365 days in advance. After submitting a payment through Direct Pay, taxpayers will receive immediate confirmation.
IRS2Go mobile app : IRS2Go is the official mobile app of the IRS. Taxpayers can check their refund status, make a payment, find free tax preparation assistance, sign up for helpful tax tips and more. IRS2Go is available in both English and Spanish.
Electronic Funds Withdrawal (EFW) : This option allows taxpayers to file and pay electronically from their bank account when using tax preparation software or a tax professional. This option is free and only available when electronically filing a tax return.
Electronic Federal Tax Payment System : This free service gives taxpayers a safe, convenient way to pay individual and business taxes by phone or online. To enroll and for more information, taxpayers can call 800-555-4477 or visit eftps.gov .
Debit or credit card and digital wallet : Individuals can pay online, by phone or with a mobile device through any of the authorized payment processors. Processors do charge a fee to use these services. The IRS doesn’t receive any fees for these payments. Authorized card processors and phone numbers are available at IRS.gov/payments .

Other payment options

Cash: For taxpayers who prefer to pay in cash, the IRS offers a way to pay taxes at one of its many retail partners. The IRS urges taxpayers choosing this option to start early because it involves a four-step process. Details, including answers to frequently asked questions, are at IRS.gov/paywithcash .
“2023 Form 1040”.
Daytime phone number.
Social Security number.

Help for taxpayers who cannot pay in full

The IRS encourages taxpayers who cannot pay in full to pay what they can and consider a variety of payment options available for the remaining balance including getting a loan to pay the amount due. In many cases, loan costs may be lower than the combination of interest and penalties that the IRS must charge under federal law. Taxpayers should act as quickly as possible and are urged not to wait to respond to a notice: Tax bills accumulate more interest and fees the longer they remain unpaid. For all payment options, visit IRS.gov/payments .

Online self-service payment plans

Most individual taxpayers qualify for a payment plan and can use Online Payment Agreement to set up a payment plan (including an installment agreement) to pay off an outstanding balance over time.

Once the online application is complete, the taxpayer receives immediate notification of whether their payment plan has been approved. Taxpayers can setup a plan using the Online Payment Agreement in a matter of minutes. There’s no paperwork and no need to call, write or visit the IRS. Setup fees may apply for some types of plans.

Online payment plan options for individual taxpayers include:

Short-term payment plan – The total balance owed is less than $100,000 in combined tax, penalties and interest. Additional time of up to 180 days to pay the balance in full.
Long-term payment plan (installment agreement) – The total balance owed is less than $50,000 in combined tax, penalties and interest. Pay in monthly payments for up to 72 months. Payments may be set up using direct debit (automatic bank withdraw) which eliminates the need to send in a payment each month, saving postage costs and reducing the chance of default. For balances between $25,000 and $50,000, direct debit is required.

Qualified taxpayers with existing payment plans may be able to use the Online Payment Agreement to make changes including revising payment dates, payment amounts or bank information for payments made by direct debit. Go to Online Payment Agreement for more information.

Though interest and late-payment penalties continue to accrue on any unpaid taxes after April 15, the failure to pay tax penalty rate is cut in half while an installment agreement is in effect. Find more information about the costs of payment plans on the IRS’ Additional Information on Payment Plans webpage.

Taxpayers struggling to meet their tax obligation may also consider these additional payment options:

Offer in Compromise – Certain taxpayers qualify to settle their tax liabilities for less than the total amount they owe by submitting an Offer in Compromise. To help determine their eligibility, they can use the Offer in Compromise Pre-Qualifier tool .
Temporary delay of collection – Taxpayers can contact the IRS to request a temporary delay of the collection process. If the IRS determines a taxpayer is unable to pay, it may delay collection until the taxpayer’s financial condition improves. Penalties and interest continue to accrue until the full amount is paid.
Other payment plan options – Taxpayers who do not qualify for online self-service should contact the IRS using the phone number or address on their most recent notice for other payment plan options. For individuals and out-of-business sole proprietors who are already working with IRS Campus Collection and who owe $250,000 or less, one available option is to propose a monthly payment that will pay the balance over the length of the Collection Statute (usually 10 years). These payment plans don’t require a financial statement, but they do require a determination for the filing of a Notice of Federal Tax Lien.

For more information about payments, see Topic No. 202, Tax Payment Options , on IRS.gov.

Taxpayer rights

The IRS reminds taxpayers that they have rights and protections throughout the collection process. For details, see Taxpayer Bill of Rights and Publication 1, Your Rights as a Taxpayer PDF .

Taxpayers should know before they owe. The IRS encourages all taxpayers to check their withholdings with the IRS Tax Withholding Estimator .

This information is part of a series called the Tax Time Guide , a resource to help taxpayers file an accurate tax return. Additional help is available in Publication 17, Your Federal Income Tax .

Facebook
Twitter
Linkedin

IMAGES

Assignment Agreement Template
Patent assignment agreement template in Word and Pdf formats
FREE 10+ Assignment Agreement Forms in MS Word
FREE 10+ Assignment Agreement Forms in MS Word
Free Assignment Agreement Forms (12)
15+ Assignment Agreement Templates

VIDEO

What’s the assignment?
7:30am Christmas Eve Service
#english assignment#agreement disgreement#BDP 2#SMKN 1 DOKO 2024
12 How to create assignment
Exclusive Buyer Agreement: Part 5
What is a rent to own agreement?

COMMENTS

Understanding an assignment and assumption agreement
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.
Free Assignment Agreement Template
Assignment Agreement Template. Use our assignment agreement to transfer contractual obligations. An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the "assignor") to another (the "assignee"). You can use it to reassign debt, real estate, intellectual property, leases ...
Assignment And Assumption Agreement: Definition & Sample
An assignment and assumption agreement transfers one party's rights and obligations to a third party. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee. The assignor assigns their rights and duties under the contract to the assignee and the assignee accepts, or ...
Assignment Agreement: What You Need to Know
An assignment agreement is a contract that authorizes a person to transfer their rights, obligations, or interests in a contract or property to another person. It serves as a means for the assignor to delegate duties and advantages to a third party while the assignee assumes those privileges and obligations.
Free Assignment Agreement Template & FAQs
An Assignment Agreement can help you hand over contractual rights or responsibilities, while helping to protect your own legal rights and obligations. An Assignment Agreement, sometimes called a Contract Assignment, allows you to assign your contractual rights and responsibilities to another party. For example, if you're a contractor who needs ...
Contract Assignment Agreement
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 ...
Free Assignment Agreement Forms (12)
Step 3 - Write the Agreement. Write the assignment agreement including the property details and sales price. Include any other agreed-upon terms and conditions. Step 4 - Take Control. No matter the type of property (real, personal, etc.) after an agreement is signed, the property should be delivered to the assignee's possession.
Ignite Success with an Effective Assignment and Assumption Agreement: A
In simple terms, an assignment and assumption agreement is a legal document that transfers the rights and obligations of one party (the "assignor") in an existing contract to another party (the "assignee"). Essentially, it allows one party to step out of a contract and another party to step in, taking over the original party's rights and ...
Assignment Form
Lease Assignment Agreement: a document used to transfer a tenant's interest in a property to a new individual who will assume the obligations and rights of the original lease. Termination Agreement: an agreement used to cancel/discontinue an existing contract. Trademark Assignment: a form that transfers ownership of a trademark from the owner ...
Contract Assignment Agreement Template: Free & Ready to Fill Out
A contract assignment agreement is a binding document between two parties that sets out the terms of the assignment of a contract. It is typically used when one party wishes to assign their rights, responsibilities, obligations, and benefits under a contract to another party. Use this contract assignment agreement template to create a binding ...
What is an Assignment and Assumption Agreement
An assignment and assumption agreement is an agreement for transferring contractual duties and rights. It is a separate agreement from the one being transferred. The original contract may contain certain terms and conditions regarding assignments and assumptions, so it is important for the parties involved to review the contract carefully ...
Assignment Agreement Templates (5)
Assignment: The specific rights or property being transferred should be clearly described. Assignor and Assignee: Each party's responsibilities and legal liabilities should be explicitly stated. Governing Law: The legal jurisdiction that governs the agreement should be identified. Confidentiality Clause: If necessary, the agreement should include a clause ensuring the protection of ...
Assignment Agreement Definition: Everything You Need to Know
The assignment agreement definition is a portion of the common law that is in charge of transferring the rights of an individual or party to another person or party. The assignment agreement is often seen in real estate but can occur in other contexts as well. An assignment is just the contractual transfer of benefits that will accrue or have ...
Understanding the Basics of Assignment and Assumption Agreements
Understand the three common types of assignment and assumption agreements: asset assignment and assumption agreement, contractual assignment and assumption agreement, and debt assignment and assumption agreement. Learn the key features of each type, including the type of asset or obligation being assigned and assumed.
What Is An Assignment Agreement?
Assignment agreements can be used as "stand-alone" contracts to transfer a property right. For example, when a person is a party to a contract or otherwise has a legal right that provides her or him with the right to be paid money in the future, that contract or other right may allow (or not prohibit) the person to assign her or his rights to ...
Assignment Agreement Template
An Assignment Agreement is a legal document that outlines the assignment of rights and responsibilities under an original contract from one party (the assignor) to another (the assignee). It can be drafted whenever the assignor wants the assignee to assume all the contractual obligations and rights.. Alternate Name: "Contract Assignment." This type of agreement is popular in construction and ...
Transfer And Assignment Agreement: Definition & Sample
A transfer and assignment agreement is a legal document that outlines the terms and conditions of the transfer of an employee from one company to another. It also includes the assignment of all rights and obligations, including any IP or confidential information. This document can be used to protect both the employee and the employer in case of ...
Assignment and Assumption Agreement
An assignment and assumption agreement used to transfer the seller's contractual rights and obligations to the buyer. This agreement is delivered as an ancillary document in an asset purchase. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.
Commercial, Sample Agreement
In the following sample document, the underlying agreement being assigned is a commercial sale of goods contract. Accordingly, the agreement is subject to the Uniform Commercial Code - Sales (UCC) in lieu of ordinary rules on assignment and assumption. The principal governing provision is UCC § 2-210, which broadly reflects the common law.
Debt Assignment and Assumption Agreement
A Debt Assignment and Assumption Agreement is a very simple document whereby one party assigns their debt to another party, and the other party agrees to take that debt on. The party that is assigning the debt is the original debtor; they are called the assignor. The party that is assuming the debt is the new debtor; they are called the assignee.
Assignment Agreement Form
For example, a lease contract cannot be assigned without approval from the landlord.
Agreement vs. contract: The differences
Essentially, a contract is a more stringent form of agreement, embodying legal consequences and enforceable rights and obligations, whereas an agreement encompasses a broader spectrum of informal understandings. Both involve the meeting of minds and exchange of promises, but a contract typically entails a more formalized arrangement, often ...
Tax Time Guide: Escape penalties and interest with electronic payment
Long-term payment plan (installment agreement) - The total balance owed is less than $50,000 in combined tax, penalties and interest. Pay in monthly payments for up to 72 months. Payments may be set up using direct debit (automatic bank withdraw) which eliminates the need to send in a payment each month, saving postage costs and reducing the ...
PDF Bio 260 (Sp24) Assignment #8 Form C, Due Mar 26
Bio 260 (Sp24) Assignment #8 Form C, Due Mar 26 Prepare your answers and be ready to copy/paste them into the BeachBoard quiz function. Imagine a scenario in which a researcher is studying whether an experimental drug is likely to increase the risk of cancer. What they do is set up and experiment with rats and administer some rats the drug and ...

Understanding an assignment and assumption agreement

The assignment and assumption agreement

You may also like

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

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

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

Assignment Agreement Template

What Is an Assignment Agreement?

Partnership Interest

Review the Contract Terms

Check for Anti-Assignment Clauses

Determine Assignability

Get Consent from the Other Party (if Required)

Prepare an Assignment Agreement

Include Original Contract Information

Execution of the Assignment Agreement

Notice to the Other Party

File the Assignment

Communicate with Third Parties

Keep Copies for Records

Step 1 – List the Assignor’s and Assignee’s Details

Step 2 – Provide Original Contract Information

Step 3 – State the Consideration

Step 4 – Provide Any Terms and Conditions

Step 5 – Obtain Signatures

Would you leave us a review?

Understanding the Basics of Assignment and Assumption Agreements

Introduction

Definitions

Definition of Assignment and Assumption Agreement

Q: What is the difference between an Assignment and Assumption Agreement and a novation agreement?

Example dispute

Templates available (free to use)

Links to get you started

Try the world's most advanced AI Legal Assistant, today

What Is an Assignment Agreement?

How to Get an Assignment Agreement?

Download Assignment Agreement Template

Related Documents

Transfer And Assignment Agreement

Common Sections in Transfer And Assignment Agreements

Transfer And Assignment Agreement Sample

Who Helps With Transfer And Assignment Agreements?

Meet some of our Transfer And Assignment Agreement Lawyers

Benjamin M.

Find the best lawyer for your project

Business lawyers by top cities

Transfer And Assignment Agreement lawyers by city

related contracts

other helpful articles

Want to speak to someone?

Find lawyers and attorneys by city

Assignment and Assumption Agreement | Practical Law

Assignment and Assumption Agreement

How does it work?

2. Complete the document

3. Save - Print

Debt Assignment and Assumption Agreement

General Business Documents - Other downloadable templates of legal documents

Our Privacy Statement & Cookie Policy

Agreement vs. contract: The differences

Key differences between agreement and contract

What is an agreement?

What are some examples of agreements?

What is a contract?

When does an agreement become a contract?

Final words

Join our community

Webcast and events

Generative AI for legal professionals: What to know and what to do right now

Spend management is a complex puzzle

How generative AI will help lawyers improve legal service delivery

Westlaw Precision | Harness the power of generative AI

Related posts

Adhesion contract: To accept or not accept

Executed contract: All signed and approved

Breach of contract: How it occurs

Document automation for lawyers: Minimize mundane work and improve talent attrition

Generative AI in legal work – what’s fact and what’s fiction?

Quid pro quo social engineering [infographic and explanation]