Contract Transfer Agreement
This Contract Transfer Agreement (the “Agreement”) is entered into on [date] (the “Effective Date”), by and between [original party] (the “Party Transferring the Contract”) and [assignee] (the “Party Accepting the Assignment”).
WHEREAS, the Party Transferring the Contract has the right to transfer its existing contract, identified in Schedule A (the “Contract”), to the Party Accepting the Assignment.
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree to the following terms and conditions:
1. Assignment. The Party Transferring the Contract hereby assigns to the Party Accepting the Assignment all rights, interest and obligations under the Contract, to be effective immediately.
2. Acknowledgement of Assignment. The Party Accepting the Assignment hereby acknowledges that it has accepted assignment of the Contract and agrees to assume all rights, interests, and obligations thereunder.
3. Performance of Contract. The Party Accepting the Assignment agrees to perform all of its obligations under the Contract faithfully, completely, and within the time frame provided in the Contract.
4. Notice. The Party Accepting the Assignment shall provide written notice to the other party to the Contract and to all other parties with an interest in the Contract within one week of the effective date of this Agreement.
5. Release. The Party Transferring the Contract hereby releases and forever discharges the Party Accepting the Assignment from all liabilities, obligations, and damages arising out of or relating to the performance or breach of the Contract.
6. Representations and Warranties. The Party Transferring the Contract hereby represents and warrants that it is legally authorized to transfer the Contract to the Party Accepting the Assignment, and its performance of the Contract has not been and will not be affected by any act or omission of its own.
7. No Further Obligations. The Parties hereby acknowledge that this Agreement does not create any further obligation for the Party Transferring the Contract, and that all of the Parties’ rights and obligations pursuant to the Contract shall be as provided in the Contract and this Agreement.
8. Miscellaneous.
a. This Agreement, together with the Contract, shall in all respects be governed by and construed in accordance with the laws of the [jurisdiction].
b. All of the Parties’ rights and obligations under this Agreement and the Contract shall be binding upon and inure to the benefit of their respective successors, assigns, and representatives, except as otherwise provided in this Agreement and the Contract.
c. This Agreement may be modified or amended only by a writing signed by all of the Parties.
d. This Agreement, together with the Contract and all related documents, constitute the complete and entire understanding and agreement between the Parties, and replaces and supersedes all prior and contemporaneous understandings, agreements, and communications, both written and oral, with respect to its subject matter.
IN WITNESS WHEREOF, the Parties have executed this Contract Transfer Agreement on the date set forth above.
Party Transferring the Contract
[Name]
[Signature]
Party Accepting the Assignment
[Name]
[Signature]