An Assignment and Assumption Agreement is a relatively compact legal document, generally, whereby two parties agree that one party, the assignor, will assign another party, the assignee, all of its rights, obligations, interests, and responsibilities existing pursuant to another Agreement. By virtue of the Assignment and Assumption Agreement, the Assignee takes the place of the assignor and assumes all of its interests in the contract.

It is crucial for the agreement to state, at the outset in the recitals section, the underlying agreement. This underlying agreement is the Agreement under which the Assignor is assigning its rights, interests, and obligations to the Assignee. The recitals sections should also list the names of the companies involved. Following the recitals section, the key provisions of an Assignment and Assumption Agreement are as follows:

1. Assignment and Assumption. This provision lays out the basic assignment concepts described above. The agreement should read that as of the effective date, the Assignor assigns to assignee all of assignor’s rights, title, and interests under the agreement, and assignee assumes and agrees to perform all of the obligations and covenants in the Agreement. This provision may also include conditions that the assignor places on the assignment. Sometimes such conditions include a reservation of the right to approve certain transactions.

2. Indemnification. An indemnification provision is especially important in an Assignment Agreement. The Assignor will always want the assignee to agree to indemnify and hold assignor harmless from and against all liabilities, claims, damages, losses, (including attorney’s fees), and court costs, arising out of the obligation under the Agreement.

3. Termination. This provision may be included to read that this Assignment Agreement will automatically terminate when the underlying agreement ends or is terminated, and that all rights will transfer back to the assignor.

4. Successors. It is important to include a successors provision in the agreement, stating that the Assignment will be binding on and inure to the benefit of both parties and their respective successors and assigns.

5. Governing Law. The contract should include a provision laying out which state’

These are the most important provisions of an Assignment and Assumption Agreement. As you can see, it can be a very short document, but must be drafted clearly in order to avoid confusion and bind both parties.

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