Contract Assignment Agreement: Definition, Example
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What is a Contract Assignment Agreement?
A contract assignment agreement is a document that transfers the contractual rights and duties of one party to another. The other party involved in the contract must agree to the terms of the transfer as well as they will now be in a contractual agreement with a different party.
Contract of assignment agreements must not violate any other laws or statutes in order to be enforced. The original contract must also allow assignments, or at least not explicitly prohibit them. Contract of assignment agreements cannot alter what is expected from the original contract.
Contract Assignment Agreement Sample
Exhibit 10.45
ASSIGNMENT OF CONTRACT
This Assignment is entered into as of , 20 , by and between CareView Communications, Inc., a Texas corporation (“Assignor”), and [insert name of Project LLC here], a Wisconsin limited liability company (“Assignee”).
WHEREAS, Assignor entered into a Service Agreement with [insert name of Project Hospital here] (the “Hospital”) dated [insert date of Project Hospital Contract here] (the “Contract”); and
WHEREAS, Assignor’s parent corporation is a Member of Assignee and is a party to Assignee’s Operating Agreement dated [insert date of Project LLC Operating Agreement here];
WHEREAS, as part of Assignor’s parent corporation’s capital contribution to Assignee, Assignor is assigning the Contract to Assignee;
NOW THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns, transfers and sets over to Assignee all of its right, title and interest in and to the Contract, and Assignor warrants and represents the Contract to be free of any adverse liens, claims or encumbrances; provided, however, that his assignment shall only be effective upon the execution by the Hospital of the “Consent to Assignment” appearing at the end of this Assignment and the delivery to Assignee of such execution. Assignee hereby assumes all of Assignor’s obligations under the Contract and agrees to indemnify and hold Assignor harmless therefrom as to obligations occurring on and after the effective date hereof. Assignor hereby agrees to indemnify and hold Assignee harmless with respect to Assignor’s obligations under the Contracts that accrued prior to the date hereof, but expressly reserves its rights as to any defenses to such obligations.
2. Assignee may subsequently assign the Contract to a third-party (including an equity holder of Assignee) who assumes Assignee’s duties and obligations under the Contract, and Assignee may subcontract the performance of its duties and obligations under the Contract to a third party or parties. Assignee may pledge the Contact as security for the performance of any obligations owed to a member of Assignee
3. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.
4. This Agreement may be executed in one or more counterparts, each bearing the signatures of one or more parties. Each counterpart shall be considered an original and all of the counterparts shall constitute a single agreement binding all the parties as if all had signed a single
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document. For purposes of executing this Agreement, a document signed and transmitted by electronic means (such as in PDF format via e-mail or via facsimile machine) is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.
5. Assignor and Assignee hereby direct [insert name of Project Hospital here] to make all future payment under the Contract to be payable to the “Bank of Texas, N.A., as escrow agent for the [insert name of Project LLC] Escrow Account” and delivered to such payee at 4217 Swiss Avenue, Dallas, Texas 75204, or to such other payee and address as Assignor and Assignee may hereafter mutually direct in writing.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first written above.
| ASSIGNOR: | ||||
| CareView Communications, Inc., a Texas corporation | ||||
| By: | ||||
| Its: | ||||
| ASSIGNEE: | ||||
| , LLC, a Wisconsin limited liability company | ||||
| By: | CareView Communications, Inc., a Nevada corporation, its Manager | |||
| By | ||||
| Its: | ||||
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CONSENT TO ASSIGNMENT
The undersigned, being the recipient of services under the Contract and a party thereto, hereby acknowledges and consents to the foregoing Assignment by Assignor of the Contract and the Assumption by Assignee of Assignor’s duties and obligations under the Contract. The undersigned further acknowledges (1) Assignee’s right to subsequently assign or pledge the Contract as provided for above and consents in advance to any such assignment or pledge and (2) Assignor’s and Assignee’s instructions to it as to the making of future payment under the Contract.
Dated this day of , 20 .
| [insert name of Project Hospital above] | ||
| By: | ||
| Its: | ||
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Reference:
Security Exchange Commission - Edgar Database, EX-10.45 61 dex1045.htm ASSIGNMENT OF CONTRACT, Viewed October 27, 2022, View Source on SEC.
Who Helps With Contract Assignment Agreements?
Lawyers with backgrounds working on contract assignment agreements work with clients to help. Do you need help with a contract assignment agreement?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate contract assignment agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
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Ferraro Law Firm was founded by Dean C. Ferraro. Dean earned his Bachelor's Degree from California State Polytechnic University, Pomona ("Cal Poly Pomona") in 1992 and his J.D. Degree from the University of Mississippi School of Law ("Ole Miss") in 1996. He is licensed to practice law in the State Courts of Colorado, Tennessee, and California. Dean is also admitted to practice before the United States District Courts of Colorado (District of Colorado), California (Central District), and Tennessee (Eastern District). Shortly after earning his law license and working for a private law firm, Dean joined the District Attorney's office, where he worked for five successful years as one of the leading prosecuting attorneys in the State of Tennessee. After seven years of practicing law in Tennessee, Dean moved back to his birth state and practiced law in California from 2003-2015. In 2015, Dean moved with his family to Colorado, practicing law in beautiful Castle Rock, where he is recognized as a highly-effective attorney, well-versed in many areas of law. Dean's career has entailed practicing multiple areas of law, including civil litigation with a large law firm, prosecuting criminal cases as an Assistant District Attorney, In-House Counsel for Safeco Insurance, and as the founding member of an online law group that helped thousands of people get affordable legal services. Pursuing his passion for helping others, Dean now utilizes his legal and entrepreneurial experience to help his clients in their personal and business lives. Dean is also a bestselling author of two legal thrillers, Murder in Santa Barbara and Murder in Vail. He currently is working on his next legal thriller, The Grove Conspiracy, set to be published in 2023.
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