# Assignment Agreement
**This Assignment Agreement ("Agreement") is made and entered into as of [Insert Date] ("Effective Date") by and between:**
**Assignor:**
[Assignor Name]
[Assignor Address]
[Assignor Email]
[Assignor Phone]
**Assignee:**
[Assignee Name]
[Assignee Address]
[Assignee Email]
[Assignee Phone]
**RECITALS**
WHEREAS, the Assignor is the owner of certain rights and obligations under a contract dated [Insert Original Contract Date] ("Original Contract") with [Third Party's Name] ("Third Party").
WHEREAS, the Assignor wishes to assign its rights and obligations under the Original Contract to the Assignee, and the Assignee wishes to accept such assignment, subject to the terms and conditions set forth herein.
**NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:**
## 1. ASSIGNMENT
1.1 **Assignment of Rights and Obligations**
The Assignor hereby assigns, transfers, and conveys to the Assignee all of the Assignor's rights, title, interest, and obligations under the Original Contract.
## 2. ASSUMPTION OF OBLIGATIONS
2.1 **Assumption**
The Assignee hereby accepts the assignment and agrees to perform all obligations of the Assignor under the Original Contract from the Effective Date.
## 3. REPRESENTATIONS AND WARRANTIES
3.1 **Representations by Assignor**
The Assignor represents and warrants that:
- The Original Contract is in full force and effect and has not been amended or terminated.
- The Assignor has the authority to enter into this Agreement and to assign its rights and obligations under the Original Contract.
3.2 **Representations by Assignee**
The Assignee represents and warrants that:
- The Assignee has the authority to enter into this Agreement and to assume the obligations of the Assignor under the Original Contract.
## 4. INDEMNIFICATION
4.1 **Indemnification by Assignee**
The Assignee agrees to indemnify and hold harmless the Assignor from any liabilities, losses, damages, or expenses, including reasonable attorney's fees, arising from the Assignee's failure to perform any obligations under the Original Contract.
## 5. MISCELLANEOUS
5.1 **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State].
5.2 **Entire Agreement**
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written.
5.3 **Amendments**
This Agreement may only be amended in writing and signed by both parties.
5.4 **Severability**
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
5.5 **Counterparts**
This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.
**IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the Effective Date.**
**Assignor Signature:** ___________________________
**Name:** [Assignor Name]
**Date:** ___________________________
**Assignee Signature:** ___________________________
**Name:** [Assignee Name]
**Date:** ___________________________
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*Note: Please ensure to fill in all placeholders (e.g., names, addresses, dates) with appropriate information before using this document.*