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What Is an Assignment of Contract?

Assignment of Contract Explained

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Assignment of contract allows one person to assign, or transfer, their rights, obligations, or property to another. An assignment of contract clause is often included in contracts to give either party the opportunity to transfer their part of the contract to someone else in the future. Many assignment clauses require that both parties agree to the assignment.

Learn more about assignment of contract and how it works.

What Is Assignment of Contract?

Assignment of contract means the contract and the property, rights, or obligations within it can be assigned to another party. An assignment of contract clause can typically be found in a business contract. This type of clause is common in contracts with suppliers or vendors and in intellectual property (patent, trademark , and copyright) agreements.

How Does Assignment of Contract Work?

An assignment may be made to anyone, but it is typically made to a subsidiary or a successor. A subsidiary is a business owned by another business, while a successor is the business that follows a sale, acquisition, or merger.

Let’s suppose Ken owns a lawn mowing service and he has a contract with a real estate firm to mow at each of their offices every week in the summer. The contract includes an assignment clause, so when Ken goes out of business, he assigns the contract to his sister-in-law Karrie, who also owns a lawn mowing service.

Before you try to assign something in a contract, check the contract to make sure it's allowed, and notify the other party in the contract.

Assignment usually is included in a specific clause in a contract. It typically includes transfer of both accountability and responsibility to another party, but liability usually remains with the assignor (the person doing the assigning) unless there is language to the contrary.

What Does Assignment of Contract Cover?

Generally, just about anything of value in a contract can be assigned, unless there is a specific law or public policy disallowing the assignment.

Rights and obligations of specific people can’t be assigned because special skills and abilities can’t be transferred. This is called specific performance.   For example, Billy Joel wouldn't be able to transfer or assign a contract to perform at Madison Square Garden to someone else—they wouldn't have his special abilities.

Assignments won’t stand up in court if the assignment significantly changes the terms of the contract. For example, if Karrie’s business is tree trimming, not lawn mowing, the contract can’t be assigned to her.

Assigning Intellectual Property

Intellectual property (such as copyrights, patents, and trademarks) has value, and these assets are often assigned. The U.S. Patent and Trademark Office (USPTO) says patents are personal property and that patent rights can be assigned. Trademarks, too, can be assigned. The assignment must be registered with the USPTO's Electronic Trademark Assignment System (ETAS) .  

The U.S. Copyright Office doesn't keep a database of copyright assignments, but they will record the document if you follow their procedure.

Alternatives to Assignment of Contract

There are other types of transfers that may be functional alternatives to assignment.

Licensing is an agreement whereby one party leases the rights to use a piece of property (for example, intellectual property) from another. For instance, a business that owns a patent may license another company to make products using that patent.  

Delegation permits someone else to act on your behalf. For example, Ken’s lawn service might delegate Karrie to do mowing for him without assigning the entire contract to her. Ken would still receive the payment and control the work.

Do I Need an Assignment of Contract?

Assignment of contract can be a useful clause to include in a business agreement. The most common cases of assignment of contract in a business situation are:

• Assignment of a trademark, copyright, or patent
• Assignments to a successor company in the case of the sale of the business
• Assignment in a contract with a supplier or customer
• Assignment in an employment contract or work for hire agreement

Before you sign a contract, look to see if there is an assignment clause, and get the advice of an attorney if you want to assign something in a contract.

Key Takeaways

• Assignment of contract is the ability to transfer rights, property, or obligations to another.
• Assignment of contract is a clause often found in business contracts.
• A party may assign a contract to another party if the contract permits it and no law forbids it.

Legal Information Institute. " Assignment ." Accessed Jan. 2, 2021.

Legal Information Institute. " Specific Performance ." Accessed Jan. 2, 2021.

U.S. Patent and Trademark Office. " 301 Ownership/Assignability of Patents and Applications [R-10.2019] ." Accessed Jan. 2, 2021.

Licensing International. " What is Licensing ." Accessed Jan. 2, 2021.

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Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Written by Josh Sainsbury | Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Sales and Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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Assignment Of Contracts: Everything You Need to Know

Assignment of contracts is the legal transfer of the obligations and benefits of a contract from one party, called the assignor, to another, called the assignee. 3 min read updated on January 01, 2024

What Is Assignment of Contracts ?

Assignment of contracts is the legal transfer of the obligations and benefits of a contract from one party, called the assignor, to another, called the assignee. The assignor must properly notify the assignee so that he or she can take over the contractual rights and obligations. This can be done using a document called an assignment agreement, which allows you to protect your legal rights while transferring the contract.

An assignment agreement is appropriate for your needs if the following are true:

• You want to transfer your contractual rights, responsibilities, and obligations to another individual or company.
• You or your business is taking over a contract from another person or business.

The assignment agreement includes the names of the assignor and assignee, the name of the other party to the contract in question (known as the obligor ), the contract's title and expiration date, whether the obligor needs to consent to the rights transfer based on the original terms of the contract, when the obligor consented, when the assignment agreement takes effect, and what state will govern the transferred contract. The assignment agreement may also be called the contract assignment , assignment contract, or assignment of contract.

While assignment contracts are typically only used for amounts of less than $5,000, you can assign a higher profit contract when both the buyer and seller agree. You cannot assign a contract if the original contract prohibits doing so. 

If you are assigning a contract, you may want to ask the obligor to sign a release, or waiver, agreement that releases you from contract liability . In addition to transferring rights and obligations, you can also use an assignment agreement to transfer an income stream to an assignee. However, when transferring rights to intellectual or personal property, it's best to instead use a trademark assignment, bill of sale, or assignment of trade name.

How Do Assignments Work?

The procedure for assigning a contract depends on the language of that contract. For example, some contracts may disallow assignment, while others may allow it only when the obligor consents.  In some cases, the assignor is not relieved of contract liability. This occurs when the original contract has a clause that guarantees performance regardless of assignment.

If you want to buy a contract, look for sellers in newspaper ads, online marketing, and direct mail. In most cases, it makes the most sense to use multiple strategies. For real estate contracts , make sure you conduct a title search on the property in question to make sure there are no liens. You can hire a title company or real estate attorney to ensure that a title is clean before signing an assignment contract.

After you sign the assignment contract, you have interest in the property and can sell it to an end buyer. Market the property through a dedicated website. Once you find a potential buyer, require an earnest money deposit. This is nonrefundable and allows you to make a profit whether or not the deal is successfully completed. If the deal is completed, the end buyer wires funds to cover the sale price of the property along with your stated fee. 

In some cases, you can make a profit just by referring a buyer to an appropriate property and taking a finder's fee. With this strategy, you assign your rights to the buyer, allowing them to close on the property, after which you receive your fee. This is a low-risk endeavor if you have detailed information on exactly what each buyer is looking for. You'll also need to  have the resources to locate great properties before they hit the market. With those two components, you'll be able to make money as a real estate investor without risking your own capital. You can also close on the property yourself and immediately flip it to another investor.

When Are Assignments Not Enforced?

An assignment  agreement is not enforced if the original contract contains a clause that prohibits assignment. If performance is affected, value is decreased, or risk is increased for the obligor, few courts will enforce the assignment. These circumstances are referred to as a material alteration in the contract.

Contract assignments are also prohibited by some state laws. In many states, an employee is prohibited from assigning future wages. Certain claims against the federal government are also prohibited from an assignment. Some assignments violate public policy rather than law, such as assignment of personal injury claims. This is not allowed because it could encourage litigation.

If you need help with assignment of a contract you can  post your job  on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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• assignments basic law

Assignments: The Basic Law

The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.

As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.

The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.

Basic Definitions and Concepts:

An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).

An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.

The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.

Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.

No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.

Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)

The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.

The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)

The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.

More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.

And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.

Novation Compared to Assignment:

Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”

A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.

Equitable Assignments:

An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.

In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.

An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.

Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .

But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.

Enforceability of Assignments:

Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.

In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.

After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.

Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.

Assignment of Contractual Rights:

Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.

If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.

In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).

On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.

The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.

Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.

A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.

Noncompete Clauses and Assignments:

Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.

A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.

Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.

Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.

A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.

Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.

A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.

Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.

It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)

It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.

Conclusion:

In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.

As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.

One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.

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Ultimate Checklist for Understanding Contract Assignment Rules

• February 28, 2024
• Moton Legal Group

In contracts, understanding assignment is key. Simply put, an assignment in contract law is when one party (the assignor) transfers their rights and responsibilities under a contract to another party (the assignee). This can include anything from leasing agreements to business operations. But why is this important? It’s because it allows for flexibility in business and personal dealings, a critical component in our world.

Here’s a quick rundown: – Contract Basics: The foundational agreements between parties. – Assignment Importance: Allowing the transfer of obligations and benefits to keep up with life’s changes.

Contracts are a staple in both personal and business worlds, acting as the backbone to many transactions and agreements encountered daily. Understanding the nuances, like assignments, can empower you to navigate these waters with confidence and ease. Whether you’re a business owner in the Southeast looking to expand or an individual managing personal agreements, grasp these basics, and you’re on the right path.

Understanding Contract Assignment

Contract Assignment sounds complicated, right? But, let’s break it down into simple terms. In contracts and legal agreements, knowing about assignment can save you a lot of headaches down the road. Whether you’re a business owner, a landlord, or just someone who deals with contracts, this is for you.

Legal Definition

At its core, contract assignment is about transferring rights or obligations under a contract from one party to another. Think of it as passing a baton in a relay race. The original party (the assignor) hands off their responsibilities or benefits to someone else (the assignee). But, there’s a twist – the race keeps going with the new runner without starting over.

Contract Law

In contract law, assignment comes into play in various ways. For example, if you’re a freelancer and you’ve agreed to complete a project but suddenly find yourself overbooked, you might assign that contract to another freelancer. This way, the job gets done, and your client is happy. However, not all contracts can be freely assigned. Some require the other party’s consent, and others can’t be assigned at all, especially if they involve personal skills or confidential trust.

Property Law

When it comes to property law, assignment often surfaces in landlord-tenant relationships. Say you’re renting a shop for your business, but you decide to move. If your lease allows it, you might assign your lease to another business. This means they take over your lease, stepping into your shoes, with all the rights and obligations that come with it.

The concept might seem straightforward, but there are important legal requirements and potential pitfalls to be aware of. For instance, an assignment could be prohibited by the contract itself, or it may significantly change the original deal’s terms in a way that’s not allowed. Plus, when you’re dealing with something that requires a unique skill set, like an artist or a consultant, those services typically can’t be passed on to someone else without agreement from all parties involved.

To navigate these complexities, understanding the fundamentals of assignment in contract law and property law is crucial. It ensures that when you’re ready to pass that baton, you’re doing it in a way that’s legal, effective, and doesn’t leave you tripping up before you reach the finish line.

The goal here is to make sure everyone involved understands what’s happening and agrees to it. That way, assignments can be a useful tool to manage your contracts and property agreements, keeping things moving smoothly even when changes come up.

For more detailed exploration on this topic, consider checking the comprehensive guide on Assignment (law)). This resource dives deeper into the nuances of contract assignment, offering insights and examples that can help clarify this complex area of law.

By grasping these basics, you’re well on your way to mastering the art of contract assignment. Whether you’re dealing with leases, business deals, or any agreement in between, knowing how to effectively assign a contract can be a game-changer.

Key Differences Between Assignment and Novation

When diving into contracts, two terms that often cause confusion are assignment and novation . While both deal with transferring obligations and rights under a contract, they are fundamentally different in several key aspects. Understanding these differences is crucial for anyone involved in contract management or negotiation.

Rights Transfer

Assignment involves the transfer of benefits or rights from one party (the assignor) to another (the assignee). However, it’s important to note that only the benefits of the contract can be assigned, not the burdens. For instance, if someone has the right to receive payments under a contract, they can assign this right to someone else.

Novation , on the other hand, is more comprehensive. It involves transferring both the rights and obligations under a contract from one party to a new party. With novation, the original party is completely released from the contract, and a new contractual relationship is formed between the remaining and the new party. This is a key distinction because, in novation, all parties must agree to this new arrangement.

Obligations Transfer

Assignment doesn’t transfer the original party’s obligations under the contract. The assignor (the original party who had the rights under the contract) might still be liable if the assignee fails to fulfill the contract terms.

In contrast, novation transfers all obligations to the new party. Once a novation is complete, the new party takes over all rights and obligations, leaving the original party with no further legal liabilities or rights under the contract.

Written Agreement

While assignments can sometimes be informal or even verbal, novation almost always requires a written agreement. This is because novation affects more parties’ rights and obligations and has a more significant impact on the contractual relationship. A written agreement ensures that all parties are clear about the terms of the novation and their respective responsibilities.

In practice, the need for a written agreement in novation serves as a protection for all parties involved. It ensures that the transfer of obligations is clearly documented and legally enforceable.

For example, let’s say Alex agrees to paint Bailey’s house for $1,000. Later, Alex decides they can’t complete the job and wants Chris to take over. If Bailey agrees, they can sign a novation agreement where Chris agrees to paint the house under the same conditions. Alex is then relieved from the original contract, and Chris becomes responsible for completing the painting job.

Understanding the difference between assignment and novation is critical for anyone dealing with contracts. While both processes allow for the transfer of rights or obligations, they do so in different ways and with varying implications for all parties involved. Knowing when and how to use each can help ensure that your contractual relationships are managed effectively and legally sound.

For further in-depth information and real-life case examples on assignment in contract law, you can explore detailed resources such as Assignment (law) on Wikipedia).

Next, we’ll delve into the legal requirements for a valid assignment, touching on express prohibition, material change, future rights, and the rare skill requirement. Understanding these will further equip you to navigate the complexities of contract assignments successfully.

Legal Requirements for a Valid Assignment

When dealing with assignment in contract law , it’s crucial to understand the legal backbone that supports a valid assignment. This ensures that the assignment stands up in a court of law if disputes arise. Let’s break down the must-know legal requirements: express prohibition, material change, future rights, and rare skill requirement.

Express Prohibition

The first stop on our checklist is to look for an express prohibition against assignment in the contract. This is a clause that outright states assignments are not allowed without the other party’s consent. If such language exists and you proceed with an assignment, you could be breaching the contract. Always read the fine print or have a legal expert review the contract for you.

Material Change

Next up is the material change requirement. The law states that an assignment cannot significantly alter the duties, increase the burdens, or impair the chances of the other party receiving due performance under the contract. For instance, if the contract involves personal services tailored to the specific party, assigning it to someone else might change the expected outcome, making such an assignment invalid.

Future Rights

Another important aspect is future rights . The rule here is straightforward: you can’t assign what you don’t have. This means that a promise to assign rights you may acquire in the future is generally not enforceable at present. An effective assignment requires that the rights exist at the time of the assignment.

Rare Skill Requirement

Lastly, let’s talk about the rare skill requirement . Some contracts are so specialized that they cannot be assigned to another party without compromising the contract’s integrity. This is often the case with contracts that rely on an individual’s unique skills or trust. Think of an artist commissioned for a portrait or a lawyer hired for their specialized legal expertise. In these scenarios, assignments are not feasible as they could severely impact the contract’s intended outcome.

Understanding these legal requirements is pivotal for navigating the complexities of assignment in contract law. By ensuring compliance with these principles, you can effectively manage contract assignments, safeguarding your interests and those of the other contracting party.

For anyone looking to delve deeper into the intricacies of contract law, you can explore detailed resources such as Assignment (law) on Wikipedia).

Moving forward, we’ll explore the common types of contract assignments, from landlord-tenant agreements to business contracts and intellectual property transfers. This will give you a clearer picture of how assignments work across different legal landscapes.

Common Types of Contract Assignments

When we dive into assignment in contract law , we find it touches nearly every aspect of our business and personal lives. Let’s simplify this complex topic by looking at some of the most common types of contract assignments you might encounter.

Landlord-Tenant Agreements

Imagine you’re renting a fantastic apartment but have to move because of a new job. Instead of breaking your lease, you can assign your lease to someone else. This means the new tenant takes over your lease, including rent payments and maintenance responsibilities. However, it’s crucial that the landlord agrees to this switch. If done right, it’s a win-win for everyone involved.

Business Contracts

In the business world, contract assignments are a daily occurrence. For example, if a company agrees to provide services but then realizes it’s overbooked, it can assign the contract to another company that can fulfill the obligations. This way, the project is completed on time, and the client remains happy. It’s a common practice that ensures flexibility and efficiency in business operations.

Intellectual Property

Intellectual property (IP) assignments are fascinating and complex. If an inventor creates a new product, they can assign their patent rights to a company in exchange for a lump sum or royalties. This transfer allows the company to produce and sell the invention, while the inventor benefits financially. However, it’s critical to note that with trademarks, the goodwill associated with the mark must also be transferred to maintain its value.

Understanding these types of assignments helps clarify the vast landscape of contract law. Whether it’s a cozy apartment, a crucial business deal, or a groundbreaking invention, assignments play a pivotal role in ensuring these transitions happen smoothly.

As we navigate through the realm of contract assignments, each type has its own set of rules and best practices. The key is to ensure all parties are on the same page and that the assignment is executed properly to avoid any legal pitfalls.

Diving deeper into the subject, next, we will explore how to execute a contract assignment effectively, ensuring all legal requirements are met and the process runs as smoothly as possible.

How to Execute a Contract Assignment Effectively

Executing a contract assignment effectively is crucial to ensure that all legal requirements are met and the process runs smoothly. Here’s a straightforward guide to help you navigate this process without any hiccups.

Written Consent

First and foremost, get written consent . This might seem like a no-brainer, but it’s surprising how often this step is overlooked. If the original contract requires the consent of the other party for an assignment to be valid, make sure you have this in black and white. Not just a handshake or a verbal agreement. This ensures clarity and avoids any ambiguity or disputes down the line.

Notice of Assignment

Next up, provide a notice of assignment to all relevant parties. This is not just common courtesy; it’s often a legal requirement. It informs all parties involved about the change in the assignment of rights or obligations under the contract. Think of it as updating your address with the post office; everyone needs to know where to send the mail now.

Privity of Estate

Understanding privity of estate is key in real estate transactions and leases. It refers to the legal relationship that exists between parties under a contract. When you assign a contract, the assignee steps into your shoes, but the original terms of the contract still apply. This means the assignee needs to be aware of and comply with the original agreement’s requirements.

Secondary Liability

Lastly, let’s talk about secondary liability . Just because you’ve assigned a contract doesn’t always mean you’re off the hook. In some cases, the original party (the assignor) may still hold some liability if the assignee fails to perform under the contract. It’s essential to understand the terms of your assignment agreement and whether it includes a release from liability for the assignor.

Executing a contract assignment effectively is all about dotting the I’s and crossing the T’s . By following these steps—securing written consent, issuing a notice of assignment, understanding privity of estate, and clarifying secondary liability—you’re setting yourself up for a seamless transition.

The goal is to ensure all parties are fully informed and agreeable to the changes being made. This not only helps in maintaining good relationships but also in avoiding potential legal issues down the line.

We’ll dive into some of the frequently asked questions about contract assignment to clear any lingering doubts.

Frequently Asked Questions about Contract Assignment

When navigating contracts, questions often arise, particularly about the concepts of assignment and novation. Let’s break these down into simpler terms.

What does assignment of a contract mean?

In the realm of assignment in contract law , think of assignment as passing the baton in a relay race. It’s where one party (the assignor) transfers their rights and benefits under a contract to another party (the assignee). However, unlike a relay race, the original party might still be on the hook for obligations unless the contract says otherwise. It’s like handing off the baton but still running alongside the new runner just in case.

Is an assignment legally binding?

Absolutely, an assignment is as binding as a pinky promise in the playground – but with legal muscle behind it. Once an assignment meets the necessary legal criteria (like not significantly changing the obligor’s duties or having express consent if required), it’s set in stone. This means both the assignee and the assignor must honor this transfer of rights or face potential legal actions. It’s a serious commitment, not just a casual exchange.

What is the difference between assignment and novation?

Now, this is where it gets a bit more intricate. If assignment is passing the baton, novation is forming a new team mid-race. It involves replacing an old obligation with a new one or adding a new party to take over an old one’s duties. Crucially, novation extinguishes the old contract and requires all original and new parties to agree. It’s a clean slate – the original party walks away, and the new party steps in, no strings attached.

While both assignment and novation change the playing field of a contract, novation requires a unanimous thumbs up from everyone involved, completely freeing the original party from their obligations. On the other hand, an assignment might leave the original party watching from the sidelines, ready to jump back in if needed.

Understanding these facets of assignment in contract law is crucial, whether you’re diving into a new agreement or navigating an existing one. Knowledge is power – especially when it comes to contracts.

As we wrap up these FAQs, the legal world of contracts is vast and sometimes complex, but breaking it down into bite-sized pieces can help demystify the process and empower you in your legal undertakings.

Here’s a helpful resource for further reading on the difference between assignment and cession.

Now, let’s continue on to the conclusion to tie all these insights together.

Navigating assignment in contract law can seem like a daunting task at first glance. However, with the right information and guidance, it becomes an invaluable tool in ensuring that your rights and obligations are protected and effectively managed in any contractual relationship.

At Moton Legal Group, we understand the intricacies of contract law and are dedicated to providing you with the expertise and support you need to navigate these waters. Whether you’re dealing with a straightforward contract assignment or facing more complex legal challenges, our team is here to help. We pride ourselves on our ability to demystify legal processes and make them accessible to everyone.

The key to successfully managing any contract assignment lies in understanding your rights, the obligations involved, and the potential impacts on all parties. It’s about ensuring that the assignment is executed in a way that is legally sound and aligns with your interests.

If you’re in need of assistance with a contract review, looking to understand more about how contract assignments work, or simply seeking legal advice on your contractual rights and responsibilities, Moton Legal Group is here for you. Our team of experienced attorneys is committed to providing the clarity, insight, and support you need to navigate the complexities of contract law with confidence.

For more information on how we can assist you with your contract review and other legal needs, visit our contract review service page .

In the constantly evolving landscape of contract law, having a trusted legal partner can make all the difference. Let Moton Legal Group be your guide, ensuring that your contractual dealings are handled with the utmost care, professionalism, and expertise. Together, we can navigate the complexities of contract law and secure the best possible outcomes for your legal matters.

Thank you for joining us on this journey through the fundamentals of assignment in contract law. We hope you found this information helpful and feel more empowered to handle your contractual affairs with confidence.

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How to Draft an Assignment of Contract

Last Updated: January 23, 2022

This article was co-authored by Clinton M. Sandvick, JD, PhD . Clinton M. Sandvick worked as a civil litigator in California for over 7 years. He received his JD from the University of Wisconsin-Madison in 1998 and his PhD in American History from the University of Oregon in 2013. This article has been viewed 5,421 times.

A contract is an agreement between at least two parties—A and B. However, one party might want to transfer the contract to someone else. For example, B might want to assign its rights and obligations to C. Sometimes, a contract prohibits assignment, in which case B can’t assign the contract to anyone. In other contracts, the other party to the original contract (here Party A) must also agree to the assignment from B to C. If the contract allows assignment, then an assignment can take place once a proper assignment agreement has been created.

Starting the Assignment Agreement

• If you are printing the agreement on letterhead, make sure to leave enough room at the top.

• Sample language could read, “This Assignment (‘Assignment’), dated as of [insert date] (‘Effective Date’), is made between [insert your name] (‘Assignor’) and [insert the name of the assignee] (‘Assignee’).” [1] X Research source

• Sample recitals could read, “Whereas, Assignor entered into the following Contract with [the name of the party you contracted with, called the ‘obligor’] on [insert date of the contract] (‘Contract’); and whereas Assignor wishes to assign all of its rights and obligations under the Contract to Assignee. Now, therefore, Assignor and Assignee agree as follows.”

Granting the Assignment

• A sample grant could read: “Assignor and Assignee hereby agree that the Assignor shall assign all its title, right, and interest, and delegate all its obligations, responsibilities, and duties, in and to the Contract to Assignee.”

• “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.”

• A sample modification provision could read: “This Agreement may only be modified if the modification is made in writing and executed by both Assignor and Assignee. No verbal agreement is allowed.”

• The assignor could agree to indemnify the obligor: “Assignor agrees to defend and indemnify [insert name of the obligor] from any and all claims, judgments, actions, proceedings, liabilities, 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. However, after the assignment of the Contract, [insert name of the obligor] shall first look to Assignee to satisfy all claims, actions, judgments, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages resulting from Assignee’s performance.”
• The assignee should also agree to indemnify the obligor: “Assignee agrees to indemnify the [insert name of obligor] from any and all claims, judgments, actions, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignee’s performance after the assignment of the Contract.”

Finalizing the Agreement

• You could write, “This Assignment shall be construed and interpreted, and the rights of the parties determined by, the laws of the State of Maine (without regard to the conflicts of law principles thereof or any other jurisdiction).” [2] X Research source

• A sample clause could read, “If any part of this Agreement is declared invalid or unenforceable, the remainder of the Agreement shall continue to be valid and enforceable.” [3] X Research source

• Just above the signature line, insert: “In witness whereof, the parties have caused this Assignment to be duly executed as of the date first written above.” [4] X Research source

• If you don’t have an attorney, then you should contact your local or state bar association and ask for a referral.
• When scheduling the consultation, ask how much the attorney charges.

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• ↑ http://contracts.onecle.com/annies/baking-assignment-2014-03-20.shtml
• ↑ http://www.contractstandards.com/clauses/severability

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Contract Assignment Agreement

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This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

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This assignment and assumption of agreement is between , an individual a(n) (the " Assignor ") and , an individual a(n) (the " Assignee ").

The Assignor and , an individual a(n) (the " Other Party "), entered an agreement dated (the " Agreement "), a copy of which is attached as Exhibit A .

Under section of the Agreement relating to assignments, the Assignor may assign the Agreement to the Assignee and the Other Party wants to permit this assignment.

The parties therefore agree as follows:

1. ASSIGNMENT.

The Assignor assigns to the Assignee of all its rights in, and delegates to the Assignee all of its obligations under, the Agreement. This transfer will become effective on (the " Effective Date "), and will continue until the current term of the Agreement ends.

2. ASSUMPTION OF RIGHTS AND   DUTIES.  

After the Effective Date, the Assignee shall assume all rights and duties under the Agreement. The Assignor will have no further obligations under the Agreement The Assignor will remain bound to the Other Party under the Agreement for the following purposes: . However, the Assignor remains responsible for obligations accruing before the Effective Date.

3. INCONSISTENCY.

If there is a conflict between this assignment and the Agreement, the terms of this assignment will govern.

4. AGREEMENT CONTINUANCE.

Except as expressly modified and supplemented by this assignment, all other terms in the Agreement remain in full effect and continue to bind the parties, including the prohibition against further assignments without the Other Party's express written consent.

5. ASSIGNOR'S REPRESENTATIONS .

The Assignor represents that:

• (a)  it is the lawful and sole owner of the interests assigned under this assignment;
• (b)  it has not previously assigned its rights under the Agreement;
• (c) the interests assigned under this assignment are free from all encumbrances; and
• (d)  it has performed all obligations under the Agreement.

6. INDEMNIFICATION.

• (a) Of Other Party by Assignee. The Assignee shall indemnify the Other Party against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorney's fees and other costs of defense, resulting from the Assignee's performance under the Agreement after the Effective Date.
• (b) Of Other Party by Assignor. The Assignor shall indemnify the Other Party against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorneys' fees and other costs of defense, resulting from the Assignor's performance under the Agreement before the Effective Date. With respect to claims, actions, judgments, liabilities, proceedings, and costs resulting from the Assignee's performance under the Agreement after the Effective Date, the Other Party shall look first to the Assignee to satisfy those claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys' fees and other costs of defense.
• (c) Of Assignee by Assignor. The Assignor shall indemnify the Assignee against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorneys' fees and other costs of defense, that may after the Effective Date be suffered by or asserted against the Assignee because of the Assignor's failure to have performed, before the Effective Date, all of the Assignor's obligations under the Agreement or because of any other claims accruing before the Effective Date that may be asserted with respect to the Agreement.
• (d) Of Assignor by Assignee. The Assignee shall indemnify the Assignor against all claims, actions, judgments, liabilities, proceedings, and costs, including reasonable attorneys' fees and other costs of defense, that may after the Effective Date be suffered by or asserted against the Assignor because of the Assignee's failure to have performed, after the Effective Date, all of the Assignor's obligations under the Agreement or because of any other claims accruing after the Effective Date that may be asserted with respect to the Agreement.

7. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this assignment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This assignment, agreements ancillary to this assignment, and related documents entered into in connection with this assignment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

8. SEVERABILITY.

If any provision contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

10. ENTIRE AGREEMENT.

This assignment, together with the Agreement, constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. No party was induced to enter this assignment by, and no party is relying on, any statement, representation, warranty, or agreement of any other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.

11. HEADINGS.

The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.

12. EFFECTIVENESS.

This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.

13. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this assignment on the date stated opposite that party's signature.

The Other Party hereby acknowledges and consents to the above assignment and assumption, and as of its effective date, releases the Assignor from all future obligation and liability under the Agreement. In executing its consent to this assignment, the Other Party does not release the Assignor from any claims or remedies it may have against the Assignor under the Agreement.

In executing its consent to this assignment, the Other Party does not release the Assignor from any claims or remedies it may have against the Assignor under the Agreement.

[PAGE BREAK HERE]

EXHIBIT A Attach copy of original agreement

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Assignment of agreement: How-to guide

Assignment agreements are foundational documents in legal transactions that enable the transfer of contractual rights and responsibilities from one party to another. Understanding the complexities of assignment agreements is critical for individuals and corporations alike. In this detailed article, we will look at the specifics of assignment agreements, from their concept to practical uses.

What is an assignment of agreement?

An assignment agreement is a legal procedure that transfers contractual rights and duties from the original party (the assignor) to a third party (the assignee). This transfer includes substituting one party for another, with the assignee taking over the rights and contractual obligations indicated in the original contract. Assignment agreements are critical in many legal transactions, facilitating the smooth transfer of interests while maintaining the integrity of contractual relationships.

When do you need an assignment agreement?

You may need an assignment agreement in various scenarios where the transfer of contractual rights and obligations is required. Some common situations include:

1. Business acquisitions : When acquiring a business, you may need to assign existing contracts to ensure the smooth transition of rights and responsibilities to the new owner.

2. Real estate transactions : Assignment agreements are often used in real estate deals to transfer leases, mortgages, or other property interests from one party to another.

3. Intellectual property transfers : Assignments play a crucial role in transferring intellectual property rights, such as patents ( patent assignment ), trademarks ( trademark assignment ), and copyrights ( copyright assignment ), from one entity to another.

4. Employment arrangements : Assignment agreements may be necessary to transfer employment contracts from one employer to another in mergers, acquisitions, or corporate restructuring.

5. Contractual agreements : Any situation where one party wishes to delegate its rights or obligations under a contract to another party may necessitate an assignment agreement. 

By utilizing assignment agreements in these scenarios, parties can ensure the seamless transfer of rights and obligations, protect their interests, and mitigate potential disputes.

What are the elements of an assignment agreement?

The primary element in an assignment agreement is the transfer of rights and contractual obligations from the assignor to the assignee. This transfer ensures that the assignee assumes the same rights and obligations originally outlined in the contract.

Assumption of rights and duties

Upon accepting the assignment, the assignee takes over all the rights and duties specified in the original contract. This includes responsibilities, privileges, and obligations previously held by the assignor.

Inconsistencies

To address any discrepancies between the terms of the assignment and the existing contract, it's essential to include provisions outlining how to resolve such differences or disputes. Clarity in addressing inconsistencies helps ensure the enforceability of the agreement.

Agreement continuance

Despite changes in the parties involved, the terms and conditions of the existing contract typically continue to govern the relationship between the parties. This continuity ensures that the contractual obligations remain in effect following the assignment.

Assignor's representations

The assignor asserts the legality of the assignment and the rights being transferred. These representations assure the assignee of the transaction's legitimacy and legality.

Indemnification

Indemnity provisions must be added to protect the assignee from any liabilities that result from the assignment. These provisions safeguard the assignee from losses, damages, or obligations arising from the assignor's actions or omissions.

Proper execution of the assignment agreement requires the signatures of all parties concerned. Obtaining signatures assures formal recognition and approval of the conditions of the agreement.

Including clear and detailed headings in the assignment agreement will help organize the document and guide the parties through its content. These titles improve reading and understanding, decreasing uncertainty and ambiguity while interpreting the agreement.

Effectiveness

Add the clauses addressing the effectiveness of the assignment agreement. Establish the date or conditions under which the assignment takes effect, providing clarity and certainty to the parties concerned.

Necessary acts

To enable a smooth and efficient transfer of interests, include provisions requiring the parties to perform specified activities or meet specific responsibilities to complete the assignment, such as obtaining third-party approval or signing supplementary agreements.

Severability

Severability clauses are added to guarantee that the assignment agreement remains enforceable even if a court declares specific terms or sections unlawful or unenforceable. By incorporating severability clauses, parties ensure the agreement's overall enforceability, as the other sections will stay in effect.

Waiver provisions allow any party to voluntarily surrender rights or duties in an assignment agreement. These provisions allow parties to waive particular rights or responsibilities mentioned in the agreement, allowing flexibility and mutual consent to change certain aspects as needed.

Entire agreement

This phrase indicates that the assignment agreement is the complete understanding of the parties concerned. By incorporating an entire agreement language, the parties certify that the terms and conditions of the assignment agreement override any earlier agreements, conversations, or understandings, whether oral or written. This provision helps avoid conflicts arising from misunderstandings or competing provisions outside of the written agreement.

Together, these components create the structure of an assignment agreement, assuring clarity, enforceability, and legal compliance.

What are the governing laws guiding assignment agreements?

In the United States, the assignment of agreements is controlled by both federal government and state legislation, as well as common law principles. Federal laws, such as the  Uniform Commercial Code (UCC), may apply to some components of assignment agreements, particularly those involving the transfer of goods and commercial transactions.

Contract law legislation and regulations differ by state, and each state may have its procedures for enforcing and interpreting assignment agreements. In addition, courts may use  common law concepts and precedents established via  case law to address problems involving assignment agreements.

Ensure that the assignment complies with the terms of the original contract, get any necessary consents from relevant parties, and adhere to any statutory or contractual limits on assignment. A violation of public policy or legislative prohibitions could make an assignment unlawful or unenforceable.

What are the best practices for drafting assignment agreements?

Assignment agreements must be drafted with great attention to detail and by best practices to guarantee clarity, enforceability, and protection of the parties' interests. Here are some significant points to keep in mind.

Writing simple and comprehensible language

Avoid using vague or ambiguous language that could lead to misunderstandings or disputes. Instead, use clear and precise language to outline the rights, duties, and obligations of each party. Define terms explicitly to avoid interpretation issues.

Including “consideration”

Include consideration, such as monetary compensation or services rendered, to validate the agreement. Failing to do so can invalidate the agreement, so ensure that valuable consideration is exchanged between the parties.

Obtaining consent

Before assigning rights, obtain written consent from all relevant parties involved. Assigning rights without necessary consent may render the assignment unenforceable, so verify consent requirements and obtain written consent to ensure validity and enforceability.

Including indemnification clause

Include indemnification clauses to protect parties from liabilities arising from the assignment. Specify the scope and limitations of indemnification to avoid disputes and safeguard against losses, damages, or liabilities resulting from actions or omissions.

Identifying applicable laws and regulations

Conduct thorough research to identify federal, state, and local laws governing assignment agreements. Compliance with applicable laws and regulations is essential to avoid non-compliance and legal challenges.

Adding severability clause

Include severability clauses to guarantee that the entire agreement is enforceable. If any term is invalid, severability clauses require that the remaining sections stay in effect, ensuring the agreement's overall enforceability.

Specifying the governing law

Designate the governing law of the assignment agreement to avoid uncertainty in case of disputes. Specify the jurisdiction whose laws will govern the interpretation and enforcement of the agreement.

Seeking legal counsel

Engage qualified legal counsel experienced in contract law to assist in drafting, reviewing, and negotiating assignment agreements. Legal professionals can provide invaluable expertise and ensure compliance with legal requirements.

For individuals and businesses seeking a convenient and reliable resource to draft assignment agreements, LegalZoom offers a free assignment agreement template. This template provides a structured framework for creating comprehensive assignment agreements, incorporating key provisions to protect the interests of all parties involved. 

In conclusion, assignment agreements are critical tools in legal transactions because they allow for the clear and precise transfer of contractual rights and duties. Understanding the aspects of assignment agreements, recognizing their practical uses, and adhering to legal concerns allows parties to confidently traverse complicated contractual relationships and preserve the integrity of their transactions.

Frequently asked questions

What does an assignment of agreement mean.

An assignment agreement allows a party to transfer their contract's obligations and rights to another party, provided it's permitted under the original agreement. This can be beneficial for various reasons, such as changes in business circumstances, local laws, or market conditions. Here's what you'll need to complete your assignment agreement:

• Assignor information : Gather the name and contact details of the party transferring their rights and duties
• Assignee information : Obtain the information of the party who will assume the responsibilities under the agreement
• Other party information : Know the details of the other party involved in the original agreement

What is the purpose of the assignment agreement?

The purpose of the assignment contract is to allow a party to transfer their contractual rights and obligations to another party, with consent, under the terms of the original agreement.

How do you assign an agreement?

To assign an agreement, you typically need to obtain consent from all relevant parties involved in the original contract and then draft an assignment agreement outlining the transfer of rights and obligations to the new party.

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Assignment Agreement

Jump to section.

An assignment agreement is a contract that authorizes a person to transfer their rights, obligations, or interests in a contract or property to another person. It serves as a means for the assignor to delegate duties and advantages to a third party while the assignee assumes those privileges and obligations. This blog post will discuss assignment agreement, its purpose, essential elements, and implementation practices.

Key Functions of an Assignment Agreement

Below are some key functions of an assignment agreement.

• Facilitating Clear Transfer of Rights and Obligations: Assignment agreement plays a vital role in diverse industries and business transactions by facilitating a transparent transfer of rights and obligations between parties. These agreements encompass intellectual property rights, contractual duties, asset ownership, and other legal entitlements. By clearly defining the assignment's scope and nature, both parties can ensure a smooth transition without any uncertainties.
• Ensuring Protection of Interest: Another important objective of the assignment agreement is safeguarding the assignor and assignee's interests. These agreements provide a legal framework that protects the assignee's rights while relieving the assignor of responsibilities and liabilities associated with the assigned asset or contract. This protection ensures that neither party faces unexpected consequences or disputes during or after the assignment.
• Outlining Consensus on Terms and Conditions : Assignments often involve intricate terms and conditions, necessitating mutual understanding between the assignor and assignee. Assignment agreement serves as binding documents that outline the assignment's terms and conditions, including payment terms, timelines, performance expectations, and specific requirements. By reaching a consensus on these details, both parties can minimize potential conflicts and align their expectations.
• Complying with Legal Laws: Ensuring legal compliance and enforceability is an important objective of the assignment agreement. Also, it is prudent to create these documents according to the relevant rules, regulations, and industry requirements. By adhering to legal guidelines, the assignment agreement becomes a robust legal instrument that provides a solid foundation for potential legal action in case of breaches or disputes.
• Maintaining Confidentiality and Non-Disclosure: Many assignments involve confidential information, proprietary knowledge, or trade secrets that require protection. An objective of the assignment agreement is to establish clear guidelines regarding the confidentiality and non-disclosure of such information. These guidelines define the scope of confidential information, specify restrictions on its use or disclosure, and outline the consequences of any breaches. By ensuring clarity in these aspects, the agreement protects the interests of both parties and fosters a sense of trust .

Best Practices for Crafting an Assignment Agreement

Assignment agreements are vital in different business transactions, transferring rights and obligations from one person to another. Whether it's a merger, acquisition, or contract assignment, implementing an assignment agreement needs thorough consideration and adherence to best practices to ensure a seamless and lawfully sound process. Below are some key practices to follow when implementing an assignment agreement.

• Identifying the Parties Involved: The initial step in implementing an assignment agreement is to identify the parties participating in the assignment agreement. It is vital to accurately define the assignor, who will transfer the rights, and the assignee, who will receive them. The assignment agreement should include precise details of both parties' names and contact information.
• Defining the Scope and Extent of Assignment: It is imperative to define the assignment's scope and extent clearly to prevent potential disputes or ambiguity in the future. It specifies the rights, benefits, and obligations transferred from the assignor to the assignee. In addition, specific details such as intellectual property rights, contractual obligations, and any relevant limitations or conditions should be explicitly outlined.
• Reviewing and Understanding Existing Contracts or Agreements: Assignment agreements often transfer rights and obligations from preexisting contracts or agreements. It is essential to thoroughly review and comprehend these existing contracts to facilitate a seamless transfer. Identifying any provisions restricting or prohibiting assignment is important and should be addressed accordingly. Seeking legal advice is advisable to ensure compliance with contractual obligations.
• Obtaining Consent from Relevant Parties: In some cases, obtaining consent from third parties directly affected by the transfer of rights and obligations may be necessary. Also, it is important to identify these parties and obtain their consent in writing if required. Failure to get permission may lead to legal complications and a potential breach of contract .
• Crafting a Comprehensive Assignment Agreement: Upon collecting all relevant data, it is time to create a comprehensive assignment agreement. This agreement should utilize unambiguous language to define the rights and obligations transferred, specify the effective date of the assignment, and outline any other relevant terms and conditions. Engaging legal professionals specializing in contract law is highly recommended to ensure the agreement's legal validity and enforceability.
• Seeking Legal Advice and Performing Review: It is important to seek legal advice and conduct a thorough review before finalizing the assignment agreement. Experienced attorneys can provide valuable insights, identify potential risks, and ensure compliance with applicable laws and regulations. The legal review helps minimize the likelihood of errors or oversights that could result in future disputes or legal challenges.
• Executing and Recording the Assignment Agreement: Once the assignment agreement has been reviewed and approved, both parties should implement the document by signing it. Also, to enhance its enforceability, it is advisable to have the assignment agreement witnessed or notarized, depending on the jurisdiction's legal requirements. Additionally, maintaining a record of the executed contract is essential for future reference and as evidence of the assignment.
• Communicating the Assignment: Effective communication of the assignment to all relevant parties is important after executing the assignment agreement. Stakeholders, such as employees, clients, suppliers, and contractors, should be notified about the transfer of rights and obligations. It ensures a smooth transition and minimizes potential disruptions or misunderstandings.
• Documenting and Ensuring Compliance: Lastly, it is imperative to maintain proper documentation and ensure ongoing compliance with the assignment agreement's terms. Keeping copies of all relevant documents, including the assignment agreement, consent, and communications related to the assignment, is important. Regularly reviewing and monitoring compliance with the assignment agreement allows for prompt resolution of any issues and helps maintain a transparent and accountable process.

Key Terms for Assignment Agreements

• Assignor: The individual or entity that transfers their rights, responsibilities, or interests to another party using an assignment agreement. And by doing so, the assignor relinquishes any claims and duties associated with the assigned property, contract, or legal entitlements.
• Assignee: The individual or entity that receives the rights, interests, or obligations through an assignment agreement. The assignee assumes the transferred rights and responsibilities, essentially taking on the role of the assignor.
• Obligor: Refers to the party bound by a duty or obligation under a contractual or legal agreement. In an assignment agreement, the obligor is the party whose performance or obligations are assigned to the assignee.
• Assignable Rights: These are the specific rights or interests that can be transferred from the assignor to the assignee via an assignment agreement. These include intellectual property rights, contractual rights, real estate interests, royalties, and other lawful entitlements.
• Consideration: The value or benefit exchanged between the parties in an assignment agreement. Also, consideration is commonly paid in monetary payment, goods, services, or promises. It represents what each party gains or sacrifices as part of the assignment.
• Notice of Assignment: A formal written notification provided by the assignor to the obligor, serving as a communication of the assignment of rights, interests, or obligations to the assignee. This notice establishes the assignee's rights and enables the obligor to fulfill their duties to the correct party.

Final Thoughts on Assignment Agreements

In a nutshell, assignment agreement plays an important role in business transactions, allowing for transferring of rights, duties, and interests between parties. Moreover, by understanding these objectives and addressing them through well-drafted assignment agreement, businesses and individuals can engage in assignments with confidence and clarity. Also, since an assignment agreement includes several legal complexities, it is rational to consult a professional attorney who can guide you through the process.

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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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Assignment of Contract – Assignable Contract Basics for Real Estate Investors

What is assignment of contract? Learn about this wholesaling strategy and why assignment agreements are the preferred solution for flipping real estate contracts.

Beginners to investing in real estate and wholesaling must navigate a complex landscape littered with confusing terms and strategies. One of the first concepts to understand before wholesaling is assignment of contract, also known as assignment of agreement or “flipping real estate contracts.”  

An assignment contract is the most popular exit strategy for wholesalers, and it isn’t as complicated as it may seem. What does assignment of contract mean? How can it be used to get into wholesaling? Here’s what you need to know.

What Is Assignment of Contract?

How assignment of contract works in real estate wholesaling, what is an assignment fee in real estate, assignment of agreement pros & cons, assignable contract faqs.

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Assignment of real estate purchase and sale agreement, or simply assignment of agreement or contract, is a real estate wholesale strategy that facilitates a sale between the property owner and the end buyer.

This strategy is also known as flipping real estate contracts because that’s essentially how it works:

• The wholesaler finds a property that’s already discounted or represents a great deal and enters into a contract with the seller,
• The contract contains an assignment clause that allows the wholesaler to assign the contract to someone else (if they choose to!), then
• The wholesaler can assign the contract to another party and receive an assignment fee when the transaction closes.

Assignment of contract in real estate is a popular strategy for beginners in real estate investment because it requires very little or even no capital. As long as you can find an interested buyer, you do not need to come up with a large sum of money to buy and then resell the property – you are only selling your right to buy it .

An assignment contract passes along your purchase rights as well as your contract obligations. After the contract assignment, you are no longer involved in the transaction with no right to make claims or responsibilities to get the transaction to closing.

Until you assign contract to someone else, however, you are completely on the hook for all contract responsibilities and rights.

This means that you are in control of the deal until you decide to assign the contract, but if you aren’t able to get someone to take over the contract, you are legally obligated to follow through with the sale .

Assignment of Contract vs Double Closing

Double closing and assignment of agreement are the two main real estate wholesaling exit strategies. Unlike the double closing strategy, an assignment contract does not require the wholesaler to purchase the property.

Assignment of contract is usually the preferred option because it can be completed in hours and does not require you to fund the purchase . Double closings take twice as much work and require a great deal of coordination. They are also illegal in some states.

Ready to see how an assignment contract actually works? Even though it has a low barrier to entry for beginner investors, the challenges of completing an assignment of contract shouldn’t be underestimated. Here are the general steps involved in wholesaling.

Step #1. Find a seller/property

The process begins by finding a property that you think is a good deal or a good investment and entering into a purchase agreement with the seller. Of course, not just any property is suitable for this strategy. You need to find a motivated seller willing to accept an assignment agreement and a price that works with your strategy. Direct mail marketing, online marketing, and checking the county delinquent tax list are just a few possible lead generation strategies you can employ.

Step #2: Enter into an assignable contract

The contract with the seller will be almost the same as a standard purchase agreement except it will contain an assignment clause.

An important element in an assignable purchase contract is “ and/or assigns ” next to your name as the buyer . The term “assigns” is used here as a noun to refer to a potential assignee. This is a basic assignment clause authorizing you to transfer your position and rights in the contract to an assignee if you choose.

The contract must also follow local laws regulating contract language. In some jurisdictions, assignment of contract is not allowed. It’s becoming increasingly common for wholesalers to assign agreements to an LLC instead of an individual. In this case, the LLC would be under contract with the seller. This can potentially bypass lender objections and even anti-assignment clauses for distressed properties. Rather than assigning the contract to someone else, the investor can reassign their interest in the LLC through an “assignment of membership interest.”

Note: even the presence of an assignment clause can make some sellers nervous or unwilling to make a deal . The seller may be picky about whom they want to buy the property, or they may be suspicious or concerned about the concept of assigning a contract to an unknown third party who may or may not be able to complete the sale.

The assignment clause should always be disclosed and explained to the seller. If they are nervous, they can be assured that they will still get the agreed-upon amount.

Step #3. Submit the assignment contract for a title search

Once you are under contract, you must typically submit the contract to a title company to perform the title search. This ensures there are no liens attached to the property.

Step #4. Find an end buyer to assign the contract

Next is the most challenging step: finding a buyer who can fulfill the contract’s original terms including the closing date and purchase price.

Successful wholesalers build buyers lists and employ marketing campaigns, social media, and networking to find a good match for an assignable contract.

Once you locate an end buyer, your contract should include earnest money the buyer must pay upfront. This gives you some protection if the buyer breaches the contract and, potentially, causes you to breach your contract with the seller. With a non-refundable deposit, you can be sure your earnest money to the seller will be covered in a worst-case scenario.

You can see an assignment of contract example here between an assignor and assignee.

Step #5. Receive your assignment fee

The final step is receiving your assignment fee. This fee is your profit from the transaction, and it’s usually paid when the transaction closes.

The assignment fee is how the wholesaler makes money through an assignment contract. This fee is paid by the end buyer when they purchase the right to buy the property as compensation for being connected to the original seller. Assignment contracts should clearly spell out the assignment fee and how it will be paid.

An assignment fee in real estate replaces the broker or Realtor fee in a typical transaction as the assignor or investor is bringing together the seller and end buyer.

The standard real estate assignment fee is $5,000 . However, it varies by transaction and calculating the assignment fee may be higher or lower depending on whether the buyer is buying and holding the property or rehabbing and flipping.

The assignment fee is not always a flat amount. The difference between the agreed-upon price with the seller and the end buyer is the profit you stand to earn as the assignor. If you agreed to purchase the property for $150,000 from the seller and assign the contract to a buyer for $200,000, your assignment fee or profit would be $50,000.

In most cases, an investor receives a deposit when the Assignment of Purchase and Sale Agreement is signed with the rest paid at closing.

Be aware that assignment agreements can have a bad reputation . This is usually the case when the end buyer and seller are unsatisfied, realizing they could have sold higher or bought lower and essentially paid thousands to an investor who never even wanted to buy the property.

Opting for the standard, flat assignment fee is much more readily accepted by sellers and buyers as it’s comparable to a real estate agent’s commission or even much lower and the parties can avoid working with an agent.

Real estate investors enjoy many benefits of an assignment of contract:

• This strategy requires little or no capital which makes it a popular entry to wholesaling as investors learn the ropes.
• Investors are not added to the title chain and never own the property which reduces costs and the amount of time the deal takes.
• An assignment of agreement is easier and faster than double closing which requires two separate closings and two sets of fees and disclosures.
• Wholesaling can be a great tool to expand an investor’s network for future opportunities.

As with most things, there are important drawbacks to consider. Before jumping into wholesaling and flipping real estate contracts, consider the downsides .

• It can be difficult to work with sellers and buyers who are not familiar with wholesaling or assignment agreements.
• Some sellers avoid or decline assignment of contract offers because they are suspicious of the arrangement, think it is too risky, or want to know who they are selling to.
• There is a limited time to find an end buyer. Without a reliable buyer’s list, it can be very challenging to find a viable end buyer before the closing date.
• The end buyer may back out at the last minute. This may happen if they do not have owner’s rights until the contract is assigned or they do not want to pay an assignment fee.
• Not all properties are eligible for wholesaling like HUD and REO properties. There may be anti-assignment clauses or other hurdles. It is possible to get around this by purchasing the property with an LLC which can then be sold, but this is a level of complication that many wholesalers want to avoid.
• Assignors do not have owner’s rights. When the property is under contract, investors cannot make repairs or improvements. This makes it harder to assign a contract for a distressed property in poor condition.
• It can be hard to confirm an end buyer is qualified. The end buyer is responsible for paying the agreed upon price set by the seller and assignor. Many lenders do not handle assignment agreements which usually means turning to all-cash end buyers. Depending on the market, they can be hard to find.

In the worst-case scenario, if a wholesaling deal falls through because the end buyer backs out, the investor or assignor is still responsible for buying the property and must follow through with the purchase agreement. If you do not, you are in breach of contract and lose the earnest money you put down.

To avoid this worst-case scenario, be prepared with a good buyer’s list. You should only put properties under contract that you consider a good deal and you can market to other investors or homeowners. You may be able to get more time by asking for an extension to the assignment of contract while you find another buyer or even turn to other wholesalers to see if they have someone who would be a good fit.

What is the difference between assignor vs assignee?

In an assignment clause, the assignor is the buyer who then assigns the contract to an assignee. The assignee is the end buyer or final buyer who becomes the owner when the transaction closes. After the assignment, contract rights and obligations are transferred from the assignor to the assignee.

What Is an assignable contract?

An assignable contract in real estate is a purchase agreement that allows the buyer to assign their rights and obligations to another party before the contract expires. The assignee then becomes obligated to meet the terms of the contract and, at closing, get title to the property.

Is Assignment of Agreement Legal?

Assignment of contract is legal as long as state regulations are followed and it’s an assignable contract. The terms of your agreement with the seller must allow for the contract to be assumed. To be legal and enforceable, the following general requirements must be met.

• The assignment does not violate state law or public policy. In some states and jurisdictions, contract assignments are prohibited.
• There is no assignment clause prohibiting assignment.
• There is written consent between all parties.
• The property does not have restrictions prohibiting assignment. Some properties have deed restrictions or anti-assignment clauses prohibiting assignment of contract within a specific period of time. This includes HUD properties, short sales, and REO properties which usually prohibit a property from being resold for 90 days. There is potentially a way around these non-assignable contracts using an LLC.

Can a non-assignable contract still be assigned?

Even an non-assignable contract can become an assignable contract in some cases. A common approach is creating an agreement with an LLC or trust as the purchaser. The investor can then assign the entity to someone else because the contractual rights and obligations are the entity’s.

Assignment agreements are not as complicated as they may sound, and they offer an excellent entry into real estate investing without significant capital. A transaction coordinator at Transactly can be an invaluable solution, no matter your volume, to keep your wholesaling business on track and facilitate every step of the transaction to closing – and your assignment fee!

Adam Valley

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Mastering Assignment Contracts for Wholesaling Real Estate: A Step-by-Step Guide

• Blog , Wholesaling Real Estate
• Published on June 18, 2024

Home » Mastering Assignment Contracts for Wholesaling Real Estate: A Step-by-Step Guide

If you’re diving into the world of wholesaling real estate, mastering assignment contracts is crucial. These contracts are the linchpin for wholesalers looking to facilitate property deals without purchasing the property themselves. Assignment contracts allow the transfer of purchasing rights to another buyer, offering the potential for profit with little upfront capital. In this article, we strip away the complexities surrounding these contracts and lay out a step-by-step guide to using them effectively. We’ll cover everything from the basic structure and legal compliance to overcoming common obstacles and marketing your deals.

Key Takeaways

• Assignment contracts are a low-risk real estate investment strategy allowing wholesalers to earn a fee by transferring their right to purchase a property to a cash buyer.
• Effective assignment contracts must include clear definitions of the parties involved, precise property descriptions, and detailed financial terms to ensure legality and prevent disputes.
• Wholesalers must navigate legal compliance, establish clear contingencies, and build relationships with both motivated sellers and cash buyers to successfully wholesale properties through assignment contracts.

Exploring the Basics of Real Estate Assignment Contracts

Picture this: you’ve discovered a property ripe for investment but lack the funds to make the real estate purchase. Enter the real estate assignment contract—a legal document that becomes your golden ticket in such scenarios. As a property owner, a wholesaler can flip a contract to a cash buyer and pocket a fee in the process by securing the exclusive right to buy a property. It’s like holding a reservation you can sell at a premium to someone eager to take your place.

This method allows for wholesale real estate investing with minimal financial risk and positions you as a key intermediary. You’re the maestro, orchestrating a deal between the hopeful seller and the ready real estate investor, all the while keeping your eyes on the prize (an assignment fee ) that reflects your ability to spot and secure a promising lead.

The Structure of an Effective Assignment Contract

An assignment contract is more than just a handshake and a promise; it’s a meticulously crafted document that sets the stage for a successful and legally sound real estate transaction. At its core, it should clearly define:

• The rights and obligations being transferred
• The financial terms
• A detailed description of the property
• All bound by the consent of the parties involved

The purchase agreements serve as the deal’s blueprint, promoting clarity and confirming that all parties agree before proceeding.

Creating an Assignment Contract

When creating an assignment contract, it’s best to work with an attorney who’s well versed in the laws and regulations around real estate wholesaling in your state. Wholesalers who try to cut this corner by using a contract they found online can experience problems later if it’s a poorly written contract or one that’s written for a market with different regulations. 

In order to create an assignment contract, you must first find quality leads and then get in touch with the homeowner to agree on terms offered and sign the deal. The purchase deal, also referred to as a wholesaling contract, states that the wholesaler has the right to buy the property. 

When the wholesaler secures an cash buyer who is interested in buying the property, the two parties enter into a real estate assignment contract. This contract transfers all obligations from the wholesaler to the buyer. The same terms outlined in the purchase deal carry over to the buyer except for the price of the property. 

The key elements of an assignment contract are: 

• A copy of the original wholesale contract or purchase deal
• The legal names of the buyer and seller
• The property’s street address, type of property, and assessor’s parcel number (APN)
• The physical condition of the property, including any defects and repairs
• The purchase price as well as specifications regarding financing and deposits (if applicable)
• The closing date
• Any contingencies

Here is a basic example of an assignment contract agreement, which will help guide you understand better as you read through.

Identifying the Contract Parties

When it comes to assignment contracts, it’s a trio performance featuring the assignor (you, the wholesaler), the assignee (the end buyer), and the original seller. As the wholesaler, you’re the pivotal figure, holding the rights to purchase which you intend to pass on to the assignee. The end buyer, or assignee, steps into your shoes, adopting all the benefits and responsibilities of the original purchase agreement. And let’s not forget the original seller , who kicked off this chain by agreeing to sell the property.

Describing the Subject Property

A blurry property description can turn a promising deal into a legal quagmire. That’s why the contract must paint a clear picture of the property in question, with no detail left to the imagination. A precise legal description lays the foundation for a binding contract, one that leaves no room for disputes about what’s being bought and sold.

Every detail, from lot measurements to included fixtures, adds to the property’s value and enhances the appeal of the deal. Overlooking the specifics of what stays and what goes can lead to misunderstandings and, worse, devalue the very asset you’re aiming to profit from.

Determining the Financial Terms

Money talks, and in real estate, it speaks volumes. The assignment contract must clearly spell out the financial obligations of the parties involved, starting with the earnest money deposit—a show of good faith from the assignee that guards you against a change of heart. Then there’s the assignment fee, which can fluctuate based on the property’s appeal and the buyer’s willingness, but expect to negotiate around the $5,000 mark as a benchmark.

Legality and Compliance in Assignment Contracts

Diving into the legal depths of assignment contracts, one must navigate the waters of legality and compliance with a keen eye. A contract is only as strong as its adherence to the law and clarity in its terms. The parties involved must be competent, not just in making decisions but also in the eyes of the law—of age and of sound mind. The contract must stand up to legal scrutiny, aligning with local laws and avoiding the murky areas of illegal activities or unconscionable demands.

Securing the services of a real estate attorney as earlier mentioned and in some states a real estate agent with a real estate license is a crucial step. They are the seasoned guides who can steer you through the complexities of real estate contracts and ensure that your agreement meets all necessary legal standards, from the statute of frauds to the finer points of state and local regulations.

Executing a Real Estate Assignment Contract

The execution of an assignment contract signals the culmination of all your groundwork, where the documents are signed, and the promises made on paper transmute into concrete actions. This critical juncture is not just about making it official; it’s also about ensuring that your interests as a wholesaler are buttoned up, protecting you once you’ve handed off the baton to the end buyer.

Preparing for Closing

The closing is the grand finale, and preparing for it means leaving no stone unturned. The closing date should be circled in red, signaling the day when the property changes hands and the profits are realized. However, the buyer’s ability to close the deal is the bedrock upon which your assignment contract rests.

Contingencies are your safety net, allowing you to bow out gracefully should the deal hit a snag before the closing date. And let’s not forget closing costs – knowing who bears the brunt of these fees can influence the deal’s structure and the smoothness of the final act.

Overcoming Obstacles in Assignment Contract Wholesaling

The path to successful wholesaling is often uneven; it’s filled with obstacles that can challenge even the most experienced wholesalers. From restrictive contracts that forbid assignment to financial contingencies that can snarl up transactions, these hurdles require strategic maneuvering and a keen understanding of the wholesaling landscape.

Dealing with Non-Assignable Contracts

Encountering a non-assignable contract requires innovative thinking. Some contracts leave no room for direct assignment, but that doesn’t mean you’re at a dead-end. You can resort to using a Standard Contract Assignment Addendum to circumvent restrictions or, when all else fails, execute a double closing, briefly taking title before passing it along to the end buyer.

Mastering wholesaling through assignment contracts involves:

• Navigating a path that requires minimal initial capital but offers numerous profit opportunities
• Connecting motivated sellers with cash buyers
• Crafting contracts that are as bulletproof as they are profitable
• Overcoming challenges with grit and ingenuity

It’s a journey that can be highly rewarding for those who are willing to put in the effort. Wholesaling real estate is an entry point into the property market, but it’s also a test of one’s ability to understand and adapt to the real estate landscape, where continuous learning is non-negotiable. Check out our Free training on Real Estate Investing to know more.

Frequently Asked Questions

What exactly is a real estate assignment contract.

A real estate assignment contract is a legal agreement that allows an investor to transfer their rights and obligations under a property purchase agreement to another party, typically for a fee, often used in wholesaling to earn a profit without purchasing the property outright.

How does a wholesaler make money with an assignment contract?

A wholesaler makes money by negotiating a purchase price with a seller and then assigning the contract to an end buyer for a higher price, pocketing the difference as their profit, also known as the assignment fee.

Do I need a real estate license to wholesale properties using assignment contracts?

No, you generally do not need a real estate license to wholesale properties using assignment contracts, but it’s important to understand local regulations and work with a real estate attorney for legal compliance.

Can all real estate contracts be assigned to another party?

No, not all real estate contracts are assignable as it depends on the contract terms, some contracts may have clauses that forbid assignment or require seller’s consent. Make sure to review the terms or use a standard contract assignment addendum if needed.

What are some common obstacles in wholesaling with assignment contracts?

Some common obstacles in wholesaling with assignment contracts are non-assignable contracts, financing contingency hurdles, legal competence of parties, and navigating state and local laws. Solutions may involve double closings, contract addendums, and seeking legal advice.

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Cubs Sign Tomas Nido, Designate Yan Gomes For Assignment

By Steve Adams | June 19, 2024 at 10:20am CDT

10:20am: The Cubs have made the moves official.

9:55am: The Cubs are making a change behind the plate, signing veteran catcher Tomas Nido to a big league contract and designating Yan Gomes for assignment, as first reported by Bleacher Nation’s Michael Cerami . Nido, an ACES client, was released by the Mets on Monday after being designated for assignment last week. The Mets are on the hook for the majority of this year’s $2.1MM salary. The Cubs will only owe Nido the prorated league minimum for any time spent on the roster.

The 30-year-old Nido inked a two-year, $3.7MM contract prior to the 2023 season, buying out his final two seasons of arbitration eligibility. He was outrighted off the 40-man roster last season following a dismal .125/.153/.125 start through 61 plate appearances but chose to accept a Triple-A assignment due to the fact that electing free agency would’ve required him to forfeit the remainder of the guaranteed money on his contract.

Nido was selected back to the big leagues this season when Francisco Alvarez hit the injured list with a thumb injury that required surgery. During his most recent stint with the Mets, Nido surpassed five years of MLB service time, which allowed him to reject his latest outright assignment in favor of free agency while still retaining the remainder of his salary. He batted .229/.261/.361 through 90 plate appearances with the Mets this season.

That level of production is par for the course for Nido, a career .214/.251/.313 hitter in 895 trips to the plate at the big league level. Offense has never been the focal point of Nido’s game, however. He’s an high-end defensive backstop who draws plus grades for his framing and pitch-blocking, coupling those skills with a career 21% caught-stealing rate that’s right in line with this year’s league average.

Even Nido’s lackluster 2024 output at the plate or his similarly uninspiring career batting line would be an upgrade over what the 36-year-old Gomes has mustered this season. Gomes was near league-average at the plate just last season (.267/.315/.408, 10 homers, 95 wRC+) but has cratered with a career-worst .157/.179/.242 batting line in 96 plate appearances this season. Gomes fanned in just 18% of his plate appearances with the 2022-23 Cubs and entered 2024 with a career 23.1% mark in the majors, but he’s whiffed a massive 36 times this season (37.5%).

Like Nido, Gomes has a strong defensive reputation, but the numbers don’t bear that out this year. He’s thwarted just three of the 24 runners who’ve attempted to steal against him (12.5%) — well shy of his excellent 32% career mark. The Brazilian-born backstop’s once-premium framing numbers are below-average for a second straight season, meanwhile, and Statcast also pegs him below-average at blocking pitches in the dirt in 2024.

As is the case with Nido, Gomes is playing out the final season of a guaranteed contract. Chicago signed him to a two-year, $13MM pact in the 2021-22 offseason. Gomes’ performance last year made it a straightforward call for the team to exercise a $6MM club option (a net $5MM decision, given the option’s $1MM buyout). Even Gomes’ detractors couldn’t have reasonably predicted a decline of  this magnitude, however. Gomes’ struggles are a major reason that Chicago backstops have been the third-worst in all of baseball at the plate, leading only the White Sox and Marlins in that regard.

The Cubs will still be on the hook for the remainder of Gomes’ $6MM salary once he inevitably becomes a free agent. (No team is going to trade for or claim what’s left on the contract). Once he’s released, Gomes will be free to sign with any club. A new team would only owe him the league minimum for any time spent on the big league roster. That sum would be subtracted from what the Cubs owe him through season’s end.

81 Comments

Yan can catch, but Yan can’t hit. Don’t know if Yan Can Cook, but Yan might be cooked.

You want to see a catcher who can’t hit? Check out the Rays Alex Jackson. He’s hitting .074. That’s up from .049.

worst hitter I can remember. I recall Kelly Shoppach driving Rays’ fans crazy…we’d roll out the red carpet for that type of hitting today.

Kelly Shoppach. That’s a name you don’t hear every day

The catching merry-go-round. Gomes will probably be signed by another club not getting anything out of their catchers (or due to a sudden injury), hoping a change will give him a fresh start. I haven’t read anywhere that scouts see he suddenly aged, etc.

Alex Jackson makes Jeff Mathis look like Johnny Bench.

Chicago has cornered the market this season on catchers who can’t hit. Yon Gomes is departing with his career-worst .157/.179/.242 triple slash line. Miguel Amaya remains with the Cubs with his anemic .188/.250/.268 batting line.

On the southside of town, veteran Martin Maldonado possesses a historically bad .083/.139/.130 triple slash with the historically awful White Sox.

He’ll always be John Gomez to me

Apparantly, Yan can’t catch very well anymore, either.

With 60 or 63 currently in MLB. How can the Cubs have #58 and 59? WSox have #60. Jeb make a move

His bat was not Yans knives. great comment!!

Good for Tomas

Crazy that a catcher hitting .229/.261/.361/79 wRC+ is a massive upgrade. Says a lot bout the struggles behind the dish for the Cubs.

Certainly been a black hole for the Cubs—even worse, they have been bad back there defensively. Especially Amaya.

Rays missed out here. Had to be either Rays or Cubs snatching up this golden opportunity…wish it had been the Rays, but happy the Cubs still care.

More wasted money.

Number one—not your money, quit worrying about it. It’s is budgeted for and they have it. Number two—you would have been the first one here blasting the Cubs if they had not signed Gomes back after the season he had last year. Please take your emotion out of every move the Cubs make.

Can hardly wait until tomorrow morning after the Cubs eighth starter hits the mound today. Again, not someone that could have been not signed back after last season.

Please understand—-just because something doesn’t work out, doesn’t mean it was wrong.

The Cubs didn’t resign Gomes last offseason. They signed him to a two-year contract the year before.

The problem was that Gomes almost never has back-to-back good seasons and is in his mid-30s. The Cubs should’ve found a better option than signing Gomes to a multi-year deal. Although, admittedly, there were barely any good catching options on that offseason’s free agent market after the Cardinals snatched away their incumbent, Willson Contrares, early on.

Well for one I was all for Gomes coming back. Still am so get your freakin facts straight. The waste of money comes from signing an idiot who is worse than the one you’re replacing. If the Cubs signed a C that actually mattered I’d be fine with it. To whiz away another 6 million to take a firm step backwards is just stupid and anybody who agrees with it are just sheep. So Bah Bah to all of you who really have no clue. If you think this guy is better than Gomes then you need glasses.

Oh goody. Hendricks

To whiz away another 6 million to take a firm step backwards ==================== Just curious-where did you get $6M from? Isn’t it more like $500k?

Gomes is making 6 million and was earning it until this year. He’s still a solid receiver. Bringing in a new C for slight upgrade with the bat is it worth it? We’ll see what happens with the P’s who are carrying the team right now.

I found the problem.

If you’d actually read the article, you’d know that he’s not “still a solid receiver.”

He’s a bad receiver, an absolutely awful hitter, a poor thrower, etc. He is among the worst catchers in MLB. The reason I know that is because I read the article.

They signed him to a 2 year contract in 2022, which worked out pretty well. He was a backup to Contreas his first year and last year he hit pretty well, leading the Cubs to pick up his 3rd year option, which did not work out well.

They have to pay Gomes either way. They’re not spending much more in new money to bring in a replacement. That’s the sunk cost fallacy. They might as well pay that $6M to Gomes while using a better player in his spot.

Meanwhile, Gomes absolutely sucks now on both offense and defense! His is not by any means a solid receiver anymore! The guy replacing him is not just a slight offense upgrade but also a BIG defensive upgrade.

Ah, my mistake, they did sign him three years ago, initially to be the backup. However, he should’ve stayed as the backup instead of being promoted to starter when Contreras left (and shouldn’t have been making $6M a year).

Frankly, the Cubs were lucky that he hit as well as he did last year..

“Ah, my mistake, they did sign him three years ago,”

You were right, they signed him to a 2-year $13M contract with a club option for 2024, which they picked up @ $6M

They were fortunate that he hit well last year, but that also balances out but the “unlucky” performances.

“Oh goody. Hendricks”

Whoooops… that only took a couple hours to look stupid.

So far it’s 16 million dollars a win. Who’s stupid? Thought so.

“Who’s stupid?”

Based on the replies on this page, that would be you.

As I have suggested to you in the past, best to say nothing and allow people to assume you’re an idiot, than you open your mouth and remove all doubt.

At least give Lincoln the credit for having said that, not you.

Good grif idiot box, you and your girl friend unclemike are probably the only people that would think I was trying to take credit for coining that phrase.

Just keep your lip zipped.

When you quote someone, especially when they’re far more intelligent and original then you, and you don’t credit them for that quote, you are most definitely wanting everyone to think you came up with it. Your effort at denial is as thin as your skin.

Now go chew somebody else’s ankle, clown boy.

You’re just not very bright. Buckle up…

Yah. Lol it’s wrong….. how can you say it’s not???? Your gm made a mistake it was wrong….

It’s a pretty simple concept, you should be embarrassed for not comprehending it.

Uncle Mike please stop commenting on cubs posts. It would be nice not to see your pessimist take once in awhile

Nido will be paid the minimum. So we are talking about $430k here if he lasts the entire rest of the season.

The bet on Gomes being at least competent this year in a 65 start backup role was a reasonable one compared to what else was on the market.

The bigger question is what do they do with Amaya? His defense is awful, his offense is awful, and I have questions about his pitch calling. I’d rather have Tim Hosely back there and Tim is nearly 80 years old.

Cubs willing to add any catcher or reliever that another team drops at this point.. Jose Lopez, Nido, that catcher from yesterday, Tyson Miller..

Probably not a good thing when they are picking up pieces the Mets didn’t want.

You do realize the Mets have been one of the better teams in baseball since May 30th right? Are you also aware this was their third best catcher behind Omar Narvaez and Francisco Alvarez?

Navarez was awful, and still doesn’t have a job, so not sure what you’re talking about.

And what does a teams performance since May 30th have to do with anything when it comes to a backup catcher?

Nothing, but the name we are looking for here is Luis Torrens.

LOL! Oh! Since May 30th! Let’s call the season now, the past 18 days is such an indicator of success compared to the previous 10 weeks!

Don’t know if I’m surprised or not that Nido got a job before Narvaez

How on earth can you be surprised? Narvaez was worse that horrible this year. Between the passed balls and the catcher’s interference calls, his defense was beyond atrocious, and he was a liability every single minute that he was on the field. And Nido outhit Narvaez this year. Nido also has another year before free agency, so the Cubs will have the option to tender him a contract and keep him if they want. Not the case with Narvaez.

Geofft I’m not sure what point you were trying to make – he was trying to say Nido is the better catcher

tozer That’s not how I read/understood it. Maybe my read was wrong, but my take was that he was uncertain as to which one might be signed first.

Great Guy! I wish him all the luck except against the Mets.

Tan was starting to hit but it was too little too late. Hope this move works out.

He’ll do well as a backup with the Cubs.

Cubs just keep adding below mediocre players to replace below mediocre players, great strategy-where’s this farm system everyone keeps bragging about?

The Cubs miss Willson.

Willson: Hidey-ho, rivals.

Rick Wrona isn’t available?

Rays release Jackson then sign Yan?

Glad Tomas found a MLB job. Good person. Capable catcher.

Word on the street in Lincoln park Chicago is that Jody Davis and Damen Berryhill are coming out of retirement to play for the cubs. Yes you heard that right baseball fans. This should secure at least a fourth place finish this year. Still smh over paying for the manager that they signed

Damon Berryhill. Now there’s a name I haven’t heard in forever.

He had big time potential as a Cather. They also had Joe Girardi behind the plate as well. At this point bring them out of retirement it couldn’t hurt

Maybe the MLB can make a second DH to replace the catchers.

Hoyer…Yea you Jed Hoyer..This I’d your big up grade. Once again you have done nothing to help this roster. I don’t knowing if it’s Ricketts controlling you or your inability to put a roster together. But both of you need to go.

Its gonna happen.

I could see Gomes to the Rays or Phillies

The clock struck midnight for Gomes. Too bad because up until this year he’d had a pretty solid career at the plate. It may be just me, but it seems lately there are more and more players whose stats don’t gradually trend downward. They just fall off a cliff and don’t even hit any branches on the way to rock bottom. It’s like they wake up one day and the magic is gone.

But is this guy going to hit any better? If the Mets released him with money owed, he can’t be that good.

Hopefully Gas Money signs somewhere. Not including this year he had a solid 2 years with the Cubs.

This is funny, right? Mets dump Nido cause they have finally seen enough of him, and Cubs sign him as an antidote to catching woes. Gomes was a very good player. Major cog in Nats’ 2019 World Series title. If he still has something in the tank, I hope he catches on somewhere. If he’s done, well, he earned over $50M, and if he still wants to play, the Mexican League is calling.

That’s an unfair assessment. It’s not they didn’t “finally see enough of him.” The Mets picked up Torrens from the Yankees for cash and he’s been riding a hot streak. At the same time, Alvarez came back and the young catcher continues to hit. There’s no good way to keep three catchers on the 40-man roster, so one had to go.

I’m sad to see Nido leave the organization and I think he’s still got plenty of respectable baseball in him.

Yeah, Torrens is two years younger than Nido, has good tools on both sides of the plate, with a lot more offensive upside than Nido. He also costs less and comes with two more years of club control as opposed to one for Nido. Plus the Mets also have two catchers in AAA with major league experience.

As a Padre fan I only see Gomes when he plays the Padres and it seems like he always homers against them and gets on base. Must not do that so much against everyone else.

If Yan could get creative, he would just try to play on 3 or 4 game contracts against whatever team was playing the Padres and he’d have an all star year.

Thank you, Yan, for all your efforts and being a great teammate.

I’d have rather seen them give Pablo Aliendo a shot

Thats fanspeak, not sensible baseball talking. It pains me to see suggestions like this. Players who can successfully make the jump from AA to the majors are sooo exceedingly rare, much more than fans realize. Its even harder for a catcher, who has so much more on his plate than other position players. And you’re talking about a catcher who’s thrown out only 11% on steal attempts this year. Just look how many players – good players – come up from AAA only to have to be sent back own three or four times over two seasons before they stick as a regular. If you call up this kid from AA, you run the risk of running out of options on him before he is ready to stick in the majors. At the very least, you know that Nido calls a good game, pitchers like throwing to him, and he plays solid defense. Has Aliendo ever even handled a major league sweeper or any of the other new pitches that are suddenly being thrown over the past year? Are they even throwing those pitches in AA yet with any regularity? And would he know when to call for them?

The Cubbies have really been stinking it up the last month or so, and their relief pitching staff, with a few exceptions, has been terrible. Granted, they’ve also been hit with one injury after another, but I honestly didn’t expect things to go this bad.

Craig is a great person I’ve met him multiple times but he’s not a good manager.. he had pitchers in Milwaukee he pulled them way to early look at burnes no hitter he will not let a pitcher go three times thru the lineup it burns the bullpen… plus he plays station to station he don’t like bunts and steals look at the brewers offense now when they bunt and steal… cubs will have a terrible offense with him in charge… the proof is there

I have faith CC will get the Cubs firing back on all cylinders. They played beyond horrible and the pen has been god awful but guys are starting to come around offensively.

My opinions are just that but I personally think riding Tauchman at lead off (and dh) was a huge mistake. Nico should be leading off from here on out and he should be adding pressure on pitchers when he gets on base. Let the guy run!! Morel needs to be moved off third. See if a switch to dh can get his bat to wake up some. Lastly, we need to ride Busch at first base as often as possible. I like PCA but he’s young and not hitting, option him and keep Bellinger at center. I don’t like platooning guys, especially young guys. You also have dudes like Happ who can’t seem to hit lefties but they beat up relievers that follow lefties to death.

Has Pirate written all over him

“Meanwhile” has to START the sentence. It can’t come in the middle, between commas.

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Advertised on behalf of, type of contract :.

Individual Contract

Starting Date :

Application deadline :.

25-Jun-24 (Midnight New York, USA)

Post Level :

National Consultant

Duration of Initial Contract :

Time left :, languages required :.

Arabic   English  

Expected Duration of Assignment :

Up to 12 days per month for 12 months

UNDP is committed to achieving workforce diversity in terms of gender, nationality and culture. Individuals from minority groups, indigenous groups and persons with disabilities are equally encouraged to apply. All applications will be treated with the strictest confidence. UNDP does not tolerate sexual exploitation and abuse, any kind of harassment, including sexual harassment, and discrimination. All selected candidates will, therefore, undergo rigorous reference and background checks.

UN Women, grounded in the vision of equality enshrined in the Charter of the United Nations, works for the elimination of discrimination against women and girls; the empowerment of women; and the achievement of equality between women and men as partners and beneficiaries of development, human rights, humanitarian action and peace and security.

The Regional Office for the Arab States (ROAS) covers 17 countries in the Arab States region. ROAS supports Country Offices to assist national governments to fulfill their gender equality commitments under the applicable national and international laws, and in furtherance of national and regional implementation of Agenda 2030 and the Sustainable Development Goals. In 2023, UN Women has opened its first physical presence in Bahrain, where, as a signatory to the United Nations Sustainable Development Cooperation Framework, it will contribute to UN joint efforts in support of the national development plan Bahrain Economic Vision 2030, in close consultation with its national partner the Supreme Council for Women. 

The translator will be engaged under a retainer contract for twelve months in length (with the possibility of extension) and is expected to provide high-quality Arabic-to-English and English-to-Arabic written translation services for UN Women on a per-assignment basis. Individual assignments will vary in length, content, and form. UN Women Bahrain will identify in advance translation assignments, ascertain whether the hired consultant is available during the time period of the assignment, and clearly inform the hired consultant of the nature, timeframe, and expected outputs for each assignment. Flexibility is expected as the nature of the communications work often evolves to respond to contextual needs and demands, including deadlines set at short notice. After completion of the assignment, the consultant will be required to submit an invoice detailing the number of words translated (one page of text being equivalent to 250 words).

Under the direct supervision of the Coordination Specialist and the overall guidance and supervision of the Regional Director for the Arab States, the consultant will be responsible for providing written translation (Arabic-English, English-Arabic) for a range of documents, including briefs, reports, speeches, presentations, meeting notes, etc., compliant with UN Women’s inclusive language guidelines.

Duties and Responsibilities

• Translate UN Women Bahrain knowledge products and communication materials from English to Arabic and vice versa, ensuring accuracy, appropriateness, and adherence to UN Women's gender-sensitive translation guidelines;
• Conduct thorough terminological research using UN/UN Women/UN Term websites and other resources to ensure the accuracy and consistency of translations;
• Take full responsibility for the quality and accuracy of the entire translated document before submission.

Consultant’s Workplace and Official Travel

• This is a home-based consultancy.

Competencies

Core Values: 

• Respect for Diversity;
• Professionalism. 

Core Competencies: 

• Awareness and Sensitivity Regarding Gender Issues; 
• Accountability;
• Creative Problem Solving
• Effective Communication;
• Inclusive Collaboration;
• Stakeholder Engagement; 
• Leading by Example.

Please visit this link for more information on UN Women’s Core Values and Competencies: https://www.unwomen.org/en/about-us/employment/application-process#_Values

FUNCTIONAL COMPETENCIES: 

• Excellent translation expertise on gender-sensitive, inclusive, and neutral languages;
• Demonstrable experience in communicating on gender equality and women’s empowerment;
• Excellent writing skills;
• Ability and willingness to work as part of a team to meet tight deadlines and produce high quality work.

Required Skills and Experience

Education and Certification:

• Master’s degree in translation or languages, or a related field;
• A first-level university degree in combination with two additional years of qualifying experience may be accepted in lieu of the advanced university degree.

Experience:

• At least 2 years of progressively responsible work experience in Arabic-English translation;
• Familiarity with gender-sensitive language in Arabic and English;
• Work experience with UN Women or the UN system would be an asset.
• Fluency in written and oral English and Arabic is a must.

Application:

Interested individuals must submit the following document to demonstrate their qualifications. Kindly note that the system will only allow one attachment.

• UN Women Personal History form (P-11) which can be downloaded from   https://www.unwomen.org/sites/default/files/Headquarters/Attachments/Sections/About%20Us/Employment/UN-Women-P11-Personal-History-Form.doc ;
• Any application without submitting the above-mentioned document will be a ground for disqualification.

At UN Women, we are committed to creating a diverse and inclusive environment of mutual respect. UN Women recruits, employs, trains, compensates, and promotes regardless of race, religion, color, sex, gender identity, sexual orientation, age, ability, national origin, or any other basis covered by appropriate law. All employment is decided on the basis of qualifications, competence, integrity, and organizational need.

If you need any reasonable accommodation to support your participation in the recruitment and selection process, please include this information in your application.

UN Women has a zero-tolerance policy on conduct that is incompatible with the aims and objectives of the United Nations and UN Women, including sexual exploitation and abuse, sexual harassment, abuse of authority, and discrimination. All selected candidates will be expected to adhere to UN Women’s policies and procedures and the standards of conduct expected of UN Women personnel and will therefore undergo rigorous reference and background checks. (Background checks will include the verification of academic credential(s) and employment history. Selected candidates may be required to provide additional information to conduct a background check.)

Chicago Cubs | Chicago Cubs cut ties with struggling catcher…

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Chicago Cubs

Chicago cubs | chicago cubs cut ties with struggling catcher yan gomes and sign veteran tomás nido: ‘we felt we had to try to make a move’.

Only 13 hours earlier, that same stall had belonged to Yan Gomes, who was behind the plate in the ninth inning of the Cubs’ 5-2 victory Tuesday night against the San Francisco Giants. This sport can be cruel sometimes, and when a team striving to make the playoffs is getting underperforming production at a position, difficult and potentially unpopular clubhouse moves might need to be made.

The Cubs signed Nido and designated Gomes for assignment before Wednesday’s series finale — a 6-5 win— ending the veteran catcher’s tenure with the organization after 2½ years. Manager Craig Counsell called it a tough decision because of how Gomes is a great teammate and important person the clubhouse.

“But in the end we just felt like we had to make an attempt at trying to get more production out of the catching spot,” Counsell said. “We’re just trying to get upgraded and give us more chances to win. It’s the whole player for sure matters, the defensive part of it matters. (Nido’s) an excellent receiver, and that’s important.”

Despite his struggles, Gomes remained a well-respected, valuable leader in the clubhouse and with the pitching staff.

“It’s just another reminder of how the the front offices will always do what they believe is best to win,” second baseman Nico Hoerner said. “And sometimes it’s someone you like as an individual and sometimes it’s a friend of yours and it’s just part of it. … It also provides a perspective on how fast this game does go by and the gratitude for being here and making the most of it.”

No catcher has caught left-hander Justin Steele more in his big-league career than Gomes. When paired up, Steele had a 2.53 ERA, the lowest of any of the eight catchers who have caught him. Steele gushed about Gomes’ impact on him personally and professionally.

“Obviously it just sucks,” Steele told the Tribune. “It’s the nature of the beast of what we do in baseball. It’s a business and I know he’ll land on his feet. It’s just the resilient personality he has. … He wasn’t just in the locker room connecting with you, he was going the extra mile to make sure everyone knew that he cared about you.

“The nicest thing I feel like you could say about somebody is when I’m out there pitching and he was back there catching I knew the guy behind the plate cared about me and not just as a player, but as a person.”

Gomes’ decline featured a jarring drop-off from one of the best offensive seasons in his career in 2023 in which he hit .267 with a .315 on-base percentage and 95 OPS+. His 20 doubles and 10 home runs were his most since his 2018 All-Star season, while his 63 RBIs were tied for sixth-most among MLB catchers. In 33 games this season, Gomes, who turns 37 next month, posted a .154/.179/.242 slash line and 18 OPS+ with two walks and 36 strikeouts in 96 plate appearances.

Photos: Chicago Cubs 6, San Francisco Giants 5

“I don’t know if shocking would be the right word, I mean, that’s what happened and we have to evaluate that,” Counsell said of Gomes’ drop-off. “Obviously the level that it changed was significant, and so we felt we had to try to make a move.”

The balance of playing time between Amaya and Nido is up in the air as the latter gets up to speed on the pitching staff. Nido spent his entire career in the New York Mets organization including parts of eight big-league seasons. The Mets released him Monday. Nido hit .229 and had a .261 on-base percentage and 81 OPS+ in 32 games this season.

Pitching coach Tommy Hottovy said the key to onboarding Nido will be to avoid overloading him with too much information.

“He’s been around some good staffs, he knows how to handle pitchers so he’s already asking the right questions and looking for the right information,” Hottovy said. “We also give him the bullets to be able to go out there and be successful.”

Beyond the offensive inconsistencies from their catchers this season — the Cubs ranked 28th in OPS and offensive WAR at the position — Gomes and Amaya have struggled to keep opposing teams’ running games in check, with Gomes’ defensive metrics, arm strength and framing notably declining since last year as Amaya had taken over the bulk of playing time. Amaya’s pitch framing is among the best in the league, however, and combined with his game calling, Counsell believes he’s in a really good place.

Teams had run wild on Gomes and Amaya, which Counsell points to some accuracy issues with the young catcher.

“Throwing has been has been a struggle a little bit, and I think that’s a team thing, pitchers and Miguel contribute to that and that’s certainly an area of improvement,” Counsell said. “He can make (his accuracy) better. When you have the opportunity to throw a guy out, accuracy gives you that opportunity.

“But he will get better offensively, and I think there’s a good offensive player in there and sometimes you’ve got to go through this to get there.”

The Cubs signed Gomes to a two-year, $13 million contract before the 2022 season and in November picked up his $6 million club option for 2024. His major-league career has spanned 13 years with five organizations, and he won a World Series ring with the Nationals in 2019.

“Just the longevity to play to the age that he’s at in today’s game, I just can’t emphasize that enough like it’s so hard to make it into your mid-30s now at any position much less doing it behind the plate and the amount of games that he played last year down the stretch and not only his stat line but the moments that he produced in last year,” Hoerner said. “He really was at the heart of a lot of things that we did.”

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Italy advances at Euro 2024 after Zaccagni equaliser against Croatia

Italy substitute mattia zaccagni scored in the last minute of stoppage time for italy to advance to the knockout stage of the european championship after drawing croatia 1-1.

Luka Modric's second-half strike looked like sending Croatia through as the Group B runner-up

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First Published: Jun 25 2024 | 2:46 PM IST

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