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Contract Assignment Agreement
"I need a Contract Assignment Agreement to transfer our construction services contract with Dubai Properties LLC to our subsidiary company, with the assignment to take effect from March 1, 2025; the original contract value is AED 5 million."
1. Parties: Identifies and defines the Assignor (original contract party), Assignee (party receiving the rights/obligations), and Other Party (the counterparty to the original contract)
2. Background: Recitals explaining the original contract's existence, the parties' desire to assign the contract, and any relevant context
3. Definitions: Defines key terms used throughout the agreement, including 'Original Contract', 'Assignment Date', and other relevant terms
4. Assignment: Core clause detailing the transfer of rights and obligations from Assignor to Assignee
5. Effective Date: Specifies when the assignment takes effect
6. Consideration: Details any payment or consideration for the assignment
7. Representations and Warranties: Statements by the Assignor regarding their right to assign and the status of the original contract
8. Other Party's Consent: Acknowledgment and consent of the Other Party to the assignment
9. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction for disputes
10. Execution: Signature blocks for all parties
1. Partial Assignment: Include when only specific rights or obligations are being assigned rather than the entire contract
2. Continuing Obligations: Include when the Assignor retains certain obligations or liabilities post-assignment
3. Security and Guarantees: Include when existing security or guarantees need to be addressed or new ones provided
4. Conditions Precedent: Include when the assignment is subject to certain conditions being met
5. Anti-Money Laundering Provisions: Include for high-value assignments or when required by UAE regulations
6. Notices: Include when specific notice requirements for the assignment need to be detailed
7. Costs and Expenses: Include when there's a need to specify who bears the costs of the assignment
8. Confidentiality: Include when sensitive information is involved in the assignment
1. Schedule 1 - Original Contract: Copy of the contract being assigned
2. Schedule 2 - Specific Rights and Obligations: Detailed list of rights and obligations being assigned (especially important for partial assignments)
3. Schedule 3 - Required Consents: List of any third-party consents required and their status
4. Schedule 4 - Assignment Consideration: Details of any payment terms or consideration structure
5. Schedule 5 - Outstanding Obligations: List of any outstanding obligations under the original contract
6. Appendix A - Form of Notice: Template for notifying relevant parties of the assignment
Authors
Banking and Financial Services
Real Estate and Construction
Energy and Utilities
Technology and Telecommunications
Manufacturing and Industrial
Healthcare and Pharmaceuticals
Retail and Consumer Goods
Professional Services
Infrastructure and Transportation
Government and Public Sector
Legal
Compliance
Corporate Secretariat
Finance
Operations
Commercial
Risk Management
Business Development
Project Management
Procurement
Legal Counsel
Contract Manager
Project Manager
Business Development Manager
Chief Legal Officer
Commercial Director
Risk Manager
Compliance Officer
Corporate Secretary
Chief Financial Officer
Operations Director
Transaction Manager
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