Free assignment agreement template

How to fill it in

Attach the contract you are assigning as Exhibit A before you do anything else, including every amendment and side letter, because clause 8(d) warrants that you have. Then work through Schedule 1 at the back. It collects every bracketed decision in one place so you can settle them before editing the body.

• Clause 1, what moves: the whole interest or part of it. A partial assignment leaves the assignor in the contract for the rest, which is workable but needs the retained part described precisely.
• Clause 2, whether duties go too. Assigning the right to be paid is very different from handing over the obligation to build something. If no duties transfer, replace the clause text with "Intentionally omitted." rather than deleting the clause, because clauses 5 and 11 refer back to it by number.
• Clause 4, the money. Fill in an amount, or use the bracketed alternative if the assignment is part of a larger deal and no separate payment is being made.
• Clause 5, the election. This is the one that decides whether the assignor walks away clean. Read the next section before choosing.
• Clause 6, consent. Check the assigned contract first. If it needs consent and you do not get it, the deadline and walk-away right in clause 6 stop the assignee paying for something that never transferred.
• The consent block at the back is signed by the other party, who is not a signatory to the agreement itself. Give it to them with the notice under clause 7.

The assignor does not walk away by default

This is the single most common misunderstanding about assignment, and it is expensive. Assigning a contract transfers what you are owed. It does not transfer what you owe, at least not in the sense of releasing you. UCC 2-210 says it directly for contracts for the sale of goods: no delegation of performance relieves the delegating party of any duty to perform or any liability for breach. The same principle runs through general contract law. If the assignee fails to perform, the other party can still come after the assignor. Getting released takes a novation, which means the other party has to agree. That is a real negotiation, because you are asking someone to give up a debtor they chose in exchange for one they did not. They are entitled to say no, and a solvent assignor being replaced by a thinly capitalised assignee is a good reason to. Clause 5 forces the election, and the consent block at the back gives the other party its own tick box so nobody can later claim a release was implied. If the other party signs the consent-only box, the assignor is still on the hook and should price the deal accordingly.

Anti-assignment clauses, and when they actually stop you

Most commercial contracts contain something restricting assignment. Whether that clause defeats your assignment or merely gives the other side a claim for breaching it depends on how it is written, and the difference is worth understanding before you rely on either reading.

• A bare prohibition, "this contract may not be assigned", is commonly read as a promise not to assign. Breaking it is a breach, and the other party can sue for damages, but the assignment can still transfer the rights.
• Language that says an attempted assignment is "void" or "of no effect" is the drafting that removes the power to assign, and it usually works. If the assigned contract uses that wording, consent under clause 6 is your only route. (Clause 14 of this template borrows the same wording for a different job: stopping the assignee from re-assigning later. It has no effect on the other party's restriction, because clause 12 leaves the assigned contract untouched.)
• A consent requirement qualified by "not to be unreasonably withheld" gives you a route. Ask in writing, keep the correspondence, and an unreasonable refusal becomes the other party's problem rather than yours. Watch clause 6's deadline while you wait, because an argument about reasonableness can easily outlast it, and at that point either side can walk away.
• Silence in the contract generally means assignment is allowed. Rights are freely assignable as a default rule, and the restrictions are the exception.
• Bankruptcy changes the analysis entirely. Under 11 U.S.C. 365 a trustee or debtor in possession can assume and assign an executory contract despite a provision restricting assignment, subject to conditions including adequate assurance of future performance, and section 365(e)(1) blocks ipso facto clauses that trigger on insolvency alone. An anti-assignment clause is worth less than it looks once the counterparty files.

Receivables are the big exception

If what you are assigning is money owed to you, an anti-assignment clause in the underlying contract very likely cannot stop you. UCC 9-406(d) provides that a term in an agreement between an account debtor and an assignor is ineffective to the extent that it prohibits, restricts, or requires consent to the assignment of, or the creation of a security interest in, an account, chattel paper, payment intangible or promissory note. That rule is why invoice factoring and receivables finance function at all. A supplier can sell its invoices to a factor even where the customer's standard terms say contracts cannot be assigned without consent, and the customer's refusal does not defeat the transfer. Two practical points follow. Clause 7's notice provision matters more here than anywhere else, because until the account debtor gets notice it can keep paying the assignor and be discharged for what it pays. And section 9-406(e) carves out sales of payment intangibles and promissory notes, so the rule is not universal. If receivables finance is the whole point of your transaction, this template will get you started but a lender's own form and a UCC-1 filing are usually part of the picture.

What you cannot assign at all

Some rights and duties do not move regardless of what the parties want, and an assignment agreement covering them is worth nothing.

• Personal services. Where the contract depends on the individual skill, judgment or reputation of the person performing, the duty cannot be delegated to someone else. Hiring a specific portrait painter does not entitle you to a substitute painter.
• Anything that materially changes the other party's risk or burden. An assignment that increases the duty, or materially reduces the chance of getting what was bargained for, is not effective against the other party even without an anti-assignment clause.
• Rights a statute makes non-assignable. Certain government contracts, some insurance policies before a loss, and various licences and permits fall here. Check the specific regime.
• Non-transferable licences. Software and IP licences frequently prohibit assignment, and a change-of-control clause can catch a transfer even where no formal assignment happens.
• Copyright ownership, which needs its own writing. Under 17 U.S.C. 204(a) a transfer of copyright ownership is invalid unless the instrument of conveyance or a note or memorandum of the transfer is in writing and signed by the owner of the rights conveyed.

This template or an IP assignment agreement

These two get searched for interchangeably and they do different jobs. Use this one when a contract is changing hands: you are a party to an agreement and someone else is taking your place in it, in whole or in part. Use an intellectual property assignment when an asset is changing hands: ownership of a patent, trademark, copyright or trade secret is moving from one owner to another, with no underlying contract being transferred at all. The test is what the other side ends up holding. If they end up standing in your shoes under a contract that still has a counterparty, you want this document. If they end up owning a thing they can license, sell or sue over, you want an IP assignment, which needs asset identification by registration number, a chain-of-title recital, and recordation with the USPTO or the Copyright Office to be effective against later purchasers. The two overlap in one common situation: assigning a contract whose subject matter includes IP, such as a development agreement. There you generally need both documents, because transferring the contract does not transfer ownership of what was created under it.

Where these deals go wrong

The drafting is not difficult. The failures are almost always procedural, and they cluster in a few places.

• Nobody checked the contract for an anti-assignment clause before signing. Read the assigned contract in full first; clause 9(b) makes the assignee warrant it has.
• The consent was requested but never received, and everyone proceeded anyway. Clause 6 sets a deadline and a walk-away for exactly this.
• The other party was never given notice, kept paying the assignor, and the assignee had to chase money the payer had already discharged. Clause 7 handles the mechanics.
• Nobody allocated claims across the assignment date, so a warranty claim about work done months before the transfer landed on the assignee. Clause 10 splits it.
• The assignor assumed it was released and found out otherwise when the assignee defaulted. That is clause 5, and it is the reason the election is written as a strike-one-out choice rather than a default.
• Amendments were left out of Exhibit A, so the assignee took on a contract materially different from the one it read.

If you are the one being assigned to

Most writing about assignment is aimed at the party getting rid of a contract. If you are the assignee, you are the one who ends up performing, and the risk sits with you. Do these things before you sign.

• Read the whole assigned contract, not a summary. Clause 9(b) has you warrant that you did, which is a fair warranty and a real one.
• Ask for every amendment, side letter and change order in writing. Contracts of any age are rarely the document that was originally signed.
• Find out whether the assignor is in breach right now. Clause 8(c) covers it, but a warranty from a party that may be about to disappear is worth what that party is worth.
• Check what has already been performed and what has already been paid. You are taking the contract mid-stream and the balance of value may not be where you assume.
• Look for the termination and change-of-control clauses. A contract the other party can cancel on 30 days' notice is a different asset from one with two years to run.
• If you want the assignor released, understand you are asking the other party for that, not the assignor. If you do not want the assignor released, say so, because their continuing liability is a form of security for you.
• Confirm the consent block is actually signed before you pay. An unsigned consent on a contract that requires one means you have bought nothing.

Signing it and making it effective

An assignment agreement is an ordinary contract. Both parties sign, no notary is required, and it can be signed electronically under the ESIGN Act and state UETA statutes like any other business agreement. Copyright transfers are the exception worth remembering, because the signed writing 17 U.S.C. 204(a) requires cannot be supplied by an oral agreement or a course of conduct. An electronic signature does satisfy it. The order of operations matters more than the formalities. Get the assigned contract and its amendments attached first, then get consent if the contract requires it, then sign, then give the notice under clause 7 within five business days. Where consent is a condition, the assignment date is the later of the stated date and the date consent arrives, which clause 3 handles so the parties do not end up disagreeing about when the transfer happened. Keep the signed consent block with the agreement. It is the document that answers the question everybody asks two years later, which is whether the assignor was ever actually released.

When to get a lawyer involved

A straightforward transfer of a commercial contract between two businesses is well-trodden and this template covers it. A few situations are not, and the cost of getting them wrong is high enough to justify advice.

• The assigned contract is a lease, a loan, or anything secured. Real property and secured lending have their own transfer rules and recording requirements that this document does not address.
• The other party is a government entity. Federal contract assignment is governed by its own statutory regime and the ordinary rules do not apply.
• The assignment is part of a business sale or reorganisation. It should sit inside the wider transaction documents rather than stand alone.
• The counterparty is in financial distress, or you are. Section 365 changes the analysis and timing becomes critical.
• Regulated licences, insurance policies, or anything requiring regulatory approval to transfer.
• You want the release but the other party will not give it. There are middle options, including a guarantee or an indemnity from the assignee, that need drafting.

A note on what this page is

This is a general-purpose template and general information, not legal advice. Assignment rules come from a mix of the common law, the Uniform Commercial Code as adopted in your state, and the terms of the contract you are transferring, and the three can point in different directions. Read this against your own situation, and take advice on anything you are unsure about before you sign.