Assignment Of Agreement (General) {AGR-302}

Assignment of Agreement (General) This Agreement is by and between 1. (insert name and business address of the assigner) Hereinafter referred to as Assigner. 2. (insert name and business address of the assignee) Hereinafter referred to as Assignee. Recitals: WHEREAS, Assignor entered into a Contract with (insert the contracting parties name), identified as(insert Name of Contract, Contract No.), hereinafter ?Contract?; WHEREAS, the Contract has an expiration date of , as may be extended as permitted therein; WHEREAS, Assignor wishes to assign all of its rights and obligations under the Contract to Assignee; and Definitions: 1. Assigner: (Name and address of the assigner) 2. Assignee: (Name and address of the assignee) 3. Parties: The term parties in the Agreement collectively refer to both assigner and assignee. Terms and Conditions: NOW THEREFORE, Assignor and Assignee agree as follows: 1. Assignor and Assignee hereby agree that the Assignor shall assign all its right, title, and interest, and delegate all its obligations responsibilities and duties, in and to the Contract, to Assignee. 2. Assignee hereby accepts the assignment of all of Assignor?s obligations responsibilities and duties under the Contract and all of Assignor?s right, title and interest in and to the Contract. 3. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the Contracting party from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys? fees and other costs of defense and damages, resulting from Assignor?s performance prior to the assignment of the contract and resulting from Assignee?s performance after the assignment of the Contract, provided however, that after the assignment of the Contract the contracting party shall first look to Assignee to satisfy all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys? fees and other costs of defense and damages resulting from Assignee?s performance. 4. Assignee agrees to indemnify the Contracting party from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys? fees and other costs of defense and damages, resulting from Assignee?s performance after the assignment of the Contract. 5. The Contracting party in executing its consent to this Assignment, does not release Assignor from any claims or remedies it may have against Assignor under the Contract. 6. Governing Law and Jurisdiction : This Agreement shall be governed by and construed in accordance with the laws of United States of America, without regard to the application of principles of conflicts of law. The parties hereby consent to agree that the competent court in (insert the state name) shall have sole jurisdiction over any and all matters arising from this Agreement. 7. Binding Effect : This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns. 8. Amendment; Waiver . This Agreement may be amended, modified, superseded or canceled, and any of the terms may be waived, only by a written instrument executed by each party or, in the case of waiver, by the party waiving compliance. The delay or failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforce the same. No waiver by either party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement. 9. Arbitration : The parties confirm and agree that the agreement will be governed by and interpreted in accordance with the federal laws. Any dispute arising out of this undertaking or touching upon this in any manner shall be resolved through Arbitration by the sole Arbitrator appointed by the parties in consultation with each other. 10. Arbitration Expenses : The non-prevailing party (as determined by the arbitrator) shall bear the costs of the arbitration and the reasonable fees and the costs (including Attorney fees if applicable) of the prevailing party. 11. Effective date : The parties hereby agree that this agreement comes to force on (insert effective date.) 12. Severability : If any part or parts of this agreement shall be held unenforceable for any reason, the reminder of this agreement shall continue in full force and effect. If any provision of this agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written by their duly authorised representatives. (Assignor- Please Print) Assignee-Please Print) (Signature of Assignor) Signature of Assignee) In witness, whereof, the parties have caused this agreement to be executed the day and year first above written. Assignor: Name: Print Name: Address: Assignee: Name: Print Name: Address: I, the undersigned, a Notary Public in and for said County, in aforesaid state, Do hereby certify that Personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that signed, scaled and delivered the said instrument, as his/ her/their free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal, this day of , 20 . Signature of the Notary public (seal) Printed Name of the Notary public. American LegalNet, Inc. © www.FormsWorkFlow.com