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5.11 - Assignment Agreement

The Assignment Agreement is for use to legally transfer ownership of intellectual property (IP) from one party to another, for example when a party is the owner of IP developed by the other party under a joint research collaboration.

On this page:

When should it be used.

  • When one party wishes to assign an IP right (IPR) to another party to formalise the sale and purchase of the IP
  • When a university has concluded that the best route to commercialise its IPR is to sell this to an industry partner rather than the more usual route of granting a licence

While it would normally be the university (Assignor) that is providing the IP to an industry partner (Assignee), the agreement has been structured so that either party could be the Assignee or Assignor. The agreement is also suitable when a party is a Commonwealth Entity.

When should it not be used?

  • When a licence is a more appropriate mechanism to grant rights to an industry partner (refer to the Licensing IP guide to decide which licence template to use)
  • When it is important that the university retains certain rights to the IP (e.g., for academic research and teaching purposes), unless a separate licence agreement is used to grant back these rights
  • The template is not intended to cover the assignment of student IP

Key considerations when completing the template

The following table is provided as a guide to help the parties appreciate the key considerations that each party will have when negotiating an Assignment Agreement using the template.

The template is provided in the Standard track to reflect the importance of a decision to assign IPR. Discussing and understanding each party’s needs and concerns up front will help you reach an agreement more quickly and decide if an assignment or a licence is the best mechanism to use. Simple assignments can be completed very quickly. However, if this involves agreeing a fair price for the IPR, an assignment agreement may take up to six months to negotiate and sign, often longer, depending on the complexity of the proposed transaction. It is, therefore, important the parties start these discussions as early as possible.

For organisations, particularly SMEs, that have not previously been asked to enter this type of agreement, this table will help you understand what the key provisions of an Assignment are and what you need to discuss and agree in order to finalise the agreement from the template.

Additional plain English guidance on the meaning of key clauses is provided in a separate annotated version of the template.

This table sets out the key points each party needs to consider when using the Assignment Agreement. Understanding your own key considerations, as well as those of the other party, will help you to negotiate a fair and reasonable agreement that works for both parties.

Assignment and Novation

What are assignment and novation clauses.

The two main legal tools for the transfer of the rights and/or obligations under a contract to another party are: assignment, for the transfer of benefits; and novation, for the transfer of rights/benefits and obligations. Each has unique features that must be taken into account when deciding which is the preferred option.

Assignment and novation clauses

Assignment, novation and other dealings boilerplate clauses, non-assignment clauses, withholding consent to an assignment.

The two main legal tools for the transfer of the rights and/or obligations under a contract to another party are:

  • assignment, for the transfer of benefits; and
  • novation, for the transfer of rights/benefits and obligations

Each has unique features that must be taken into account when deciding which is the preferred option.

Assignment clauses

A contracting party at common law has a general right to assign its rights without any consent or approval from the other party (unless by its very nature the right is personal). An assignment clause may be included in an agreement to exclude or limit this common law right. In order for the assignment of rights by one party to not be exercised unilaterally without the knowledge of the other party, it is common for contracts to include a provision that a party can only assign its rights under the contract with the consent of the other party.

After assignment, the assignee is entitled to the benefit of the contract and to bring proceedings (either alone or by joining the assignor depending in whether the assignment is legal or equitable) against the other contracting party to enforce its rights. The assignee does not become a party to the contract with the promisor. As the burden or obligations of the contract cannot be assigned, the assignor remains liable post assignment to perform any part of the contract that has not yet been performed.

Novation clauses

By executing a novation, a party can transfer both its rights/benefits and obligations. At common law, the obligations under a contract can only be novated with the consent of all original contracting parties, as well as the new contracting parties. This is because the novation extinguishes the old contract by creating a new contract.

A novation clause will usually provide that a party cannot novate a contract without the prior written consent of existing parties. Including a novation clause in an agreement is designed to prevent oral consent to a novation, or consent being inferred from a continuing party’s conduct. However, a court will look to the substance of what has occurred, and such a clause is not effective in all situations.

It is possible for a novation clause to prospectively authorise a novation to be made by another party unilaterally to a party chosen by the novating party. The courts will give effect to a novation made in this manner provided it is authorised by the proper construction of the original contract.

Option 1 – Assignment, novation and other dealings – consent required

A party must not assign or novate this [deed/agreement] or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of each other party [which consent is not to be unreasonably withheld/which consent may be withheld at the absolute discretion of the party from whom consent is sought].

Option 2 – Assignment, novation and other dealings – specifies circumstances in which consent can reasonably be withheld

(a)   [ Insert name of Party A ] may not assign or novate this [deed/agreement] or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of [ insert name of Party B ], which consent is not to be unreasonably withheld . 

(b) [ Insert name of Party A ] acknowledges that it will be reasonable for [ insert name of Party B ] to withhold its consent under this clause if:

(i)      [ Insert name of Party B ] is not satisfied with the ability of the proposed assignee to perform [ insert name of Party A ]’s obligations under this [deed/agreement];

(ii)      [ Insert name of Party B ] is not satisfied with the proposed assignee’s financial standing or reputation;

(iii)     the proposed assignee is a competitor of [ insert name of Party B ]; or

(iv)       [ Insert name of Party B ] is in dispute with the proposed assignee .

Click  here  for information on how to use this boilerplate clause.

A non-assignment clause prevents a party or parties from assigning the benefit of the contract. Non-assignment clauses are generally effective if they have been clearly drafted.

Contracts commonly provide for assignment with the consent of the other party. Such provisions usually provide that consent must not be unreasonably withheld and, where there is no such proviso, one may be implied. Accordingly, if it is intended that a party may withhold its consent to an assignment for any reason whatsoever (including on unreasonable grounds) clear contractual language should be used.

A purported assignment that contravenes such contractual restriction may constitute a breach of contract and result in an ineffective assignment.

The ‘reasonableness’ of withholding consent to an assignment is assessed by an objective standard and given a broad and common sense meaning.

The relevant factors in assessing reasonableness will differ in each case and heavily depend on the particular circumstances, including the nature and object of the specific contract and the purpose of the non-assignment clause.  Relevant factors may include any defaults in obligations under the contract and the solvency and identity of the assignee.

A party’s actions in withholding consent will generally be considered unreasonable if the grounds relied upon to support the withholding are:

  • extraneous or disassociated from the subject matter of the contract;
  • materially inconsistent with any provision(s) of the contract; or
  • based on collateral or improper considerations.

It is advisable, where withholding consent to an assignment, to clearly set out the reasons for withholding consent in a letter to the other party.

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Assignment agreement

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About this assignment agreement

Use this assignment agreement to transfer one or more contracts between two parties where the agreement of the party to the original contract cannot easily be obtained or where the original agreement allows transfer without the consent.

This form of assignment is most commonly used when a large number of contracts are transferred from one business to another, for example  when a telephone service provider sells its Australia contracts or a white goods retailer sells its maintenance contracts.

When to use this assignment agreement

The basic law is that A cannot transfer to C the obligations he has under a contract with B, without B agreeing. So what happens is that all three enter into a “novation” agreement whereby the proposed transfer is made with B’s permission.

Most businesses that need to set up multiple contracts make sure the terms of the contract allow them to assign the contract without permission of B. In those cases, an agreement like this one can be used.

If your multiple agreements do not include this provision, you may still wish to use this agreement and take the small risk that some subscribers or users may walk away. If they do not, but instead carry on as before and make their next payment to the new owner, they are, in law, affirming the contract with the new owner, and all is well.

So a novation should be used where practicable and assignment is the fallback where there is a large number of contracts or where novation is unnecessary because all the contracts permit assignment anyway.

Whether or not the customers stay or go after the assignment is very important. The exact tone to use in a letter or message is important. So we include with this assignment agreement a letter template to send to customers informing them of the change.

You should use a novation agreement rather than an assignment if all three parties are available and agree.  Use: Novation agreement: transfer of service contract .

Agreement features and contents

  • Suitable when either party is resident outside the Australia
  • Comprehensive provisions provide ideas for you to mould
  • Letter to customers included so that you can ensure a successful future relationship with your new clients

The assignment agreement contains the following sections:

  • Details of the parties
  • The assignment
  • Existing claims: sets out how outstanding claims will be dealt with
  • Other usual legal provisions in plain English

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Australia: Assignment & novation clauses in commercial contracts Drafting key clauses in commercial contracts - Part 2

3.1 assignment.

An assignment clause usually allows a transfer of rights, benefits and obligations under a contract from one party to another.

A party will usually wish to ensure that it continues to deal with the party it originally contracts with. There may even be an option of terminating the contract in the event of an attempt at substituting the other party or in the event of a change of control in the other entity.

It is often desirable to have a process to have the final right of approval of any change in the other party.

In contractual relationships, where one of the parties has the "upper hand" over the other 5 assignment clauses can often operate unilaterally preventing the lessee from assigning.

Some documents may expressly permit the chosen party to assign its interest at will and without the necessity of requiring the weaker party's approval 6 (eg winery in a grape purchase contract).

A change of control clause should also be considered. Such a clause governs the situation where there is a change in the ownership or control of a party to the contract.

It should define the events constituting a change of control. It will provide that any change of control (that falls within such definition) will:

  • Trigger a certain set of events such as termination; or
  • May be deemed to be an assignment. Such a deeming provision will then trigger the same information and approval processes necessary in an assignment situation.

3.2 Novation

Novation is a method of releasing a party from the contract and introducing a new one in his or her place.

Novation differs from assignment in that novation requires the consent of all the parties to the existing contract.

The new contract may be between the parties to the existing contract only or new parties may be substituted.

The consideration for the new contract is the mutual discharge by the parties of the obligations under the old contract.

3.3 Extract of assignment clause from standard deed

6.7 Assignment

[Alternative 1 – General Assignment Clause]

  • Rights arising out of or under this deed are not assignable by one party without the prior written consent of the other party.
  • A party must not unreasonably withhold its consent./ A party may withhold consent in its absolute discretion.
  • A breach of clause 6.7(a) by one party entitles the other party to terminate this deed.
  • Clause 6.7(c) does not affect the construction of any other part of this deed.

[Alternative 2 – Assignment clause that binds one party only]

Party 1 may assign its rights under this deed and each Collateral Security without the consent of Party 2.

[Alternative 3 – Assignment prohibited]

[/] The rights created by this deed are personal to the parties and must not be dealt with at law or in equity.

3.4 Extract of assignment clause from standard lease

6 Assignment and Subletting

6.1 No interest to be created without consent

Subject to clause 6.2, the Lessee is not to assign this Lease or create in favour of any person an interest in this Lease or the Premises, or allow any person to use or occupy the Premises, without the Lessor's consent.

6.2 Requirements for assignment of subletting

The Lessee may assign the Lease and the whole of the Premises or sublet a part or the whole of the Premises if:

  • at least 14 days before the date of the proposed change in the occupation of the Premises, the Lessee:
  • applies for the Lessor's consent; and
  • supplies to the Lessor evidence acceptable to the Lessor that the proposed assignee or sub-Lessee is experienced in and of good reputation in relation to conducting a business permitted by this Lease, and is financially able to conduct that business; and the Lessor consents to the assignment or sublease;
  • The Lessee delivers to the Lessor, before the date of the proposed change in occupation, a completed agreement (or deed), in a form prepared or approved by the Lessor's solicitors, by which:
  • the proposed assignee or sub-lessee agrees with the Lessor to be bound by this Lease as from the date that the assignment or sublease takes effect; and
  • any guarantor required under this clause gives to the Lessor a guarantee and indemnity in the terms of that clause in respect of the liability of the assignee or sub-lessee;
  • the Lessee has remedied any outstanding default on the Lessee's part or the Lessor has waived the default;
  • the Lessee pays to the Lessor on demand the Lessor's expenses, including legal costs,
  • incurred in making enquiries to satisfy itself concerning the matters specified in clause 6.2(a)(ii); and
  • in connection with the preparation, completion and stamping of the assignment or sublease and any other related documents, and the stamp duty on all those documents;
  • if requested by the Lessor, the Lessee arranges for the proposed assignee or sub-lessee to obtain from a bank or other person acceptable to the Lessor a guarantee of the obligations under this Lease to be assumed by the proposed assignee or sub-lessee;
  • in the case of an assignment, the Lessee has withdrawn any caveat lodged by it in respect of its interest in the Premises; and
  • nothing in this clause 6.2 affects an assignment to a company which has similar underlying ownership to the Lessee if the parties comply with clause 6.2(b).

6.3 Lessee remains liable

The Lessee remains fully liable under this Lease if the Lessee assigns this Lease or creates an interest in this Lease or the Premises in favour of any other person, whether or not the Lessee has complied with the requirements set out in clause 6.2.

6.4 Change in control

If the Lessee is a company, and there is a change in control of the Lessee (or if the Lessee is a subsidiary, any change in the control of its holding company):

  • the change in control is to be taken to be an assignment of the Lessee's interest in the Lease; and
  • if requested by the Lessor, the Lessee is to obtain from a bank or other person acceptable to the Lessor, a guarantee of the Lessee's obligations under this Lease on terms acceptable to the Lessor. The Lessee shall be deemed to have complied with this clause 6.4(b) by provision of a guarantee by the directors of the Lessee;

and in this clause 6.4:

  • "control" means control of the composition of the board of directors or control of more than 50% of the shares with the right to vote at general meetings; and
  • words defined in the Corporations Act have the meanings given to them by that Act.

6.5 Exclusion of statutory provisions

The provisions of sections 80 and 82 of the PLA do not apply to this Lease.

6.6 Costs and expenses

The Lessee is to pay to the Lessor on demand all fees and expenses payable by the Lessor to any agent or consultant engaged by the Lessor in connection with a proposed assignment or sub-letting.

4. Entire Agreement

The effect of an entire agreement clause is to prevent the parties relying upon any discussions, statements, understandings or other documents that are not expressly embodied or contained in the contract .

The effect of the clause is to make the contract a single 'stand alone' document containing the whole of the agreement of the parties.

Its purpose is to prevent the parties claiming subsequently that the contract does not accurately reflect the agreement reached or the understanding of the parties.

All successive drafts and versions of a contract (particularly the final one to be signed) should be checked to ensure that there are no terms not previously discussed or negotiated.

The effectiveness of entire agreement clauses will ultimately depend upon the parties' approach and conduct in the negotiation of the contract and its terms. In order to be totally confident in relying on the clause, compliance will usually be required with the applicable laws and requirements relating to:

  • Unconscionable conduct;
  • Misleading and deceptive conduct; and
  • False and misleading representations.

4.1 Extract of entire agreement clause from standard business sale agreement

  • This agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.
  • The Buyer acknowledges that no representations, warranties, promises, undertakings or agreements have been made by the Seller or any Related Corporation or any person acting, or purporting to act, on behalf of the Seller or a Related Corporation in connection with the sale of the Business or the Business Assets other than as expressly set out or referred to in this agreement [or a Related Agreement].
  • The Buyer acknowledges that it has not relied on any statement, representation, warranty, promise, undertaking or agreement (whether express or implied, oral or written) resulting from or implied by conduct made in the course of communications or negotiations in connection with the sale of the Business or the Business Assets, which is not set out in this agreement [or a Related Agreement].
  • [Seller addition] Nothing in this clause 22.12 will exclude any liability which the Vendor would otherwise have to the Purchaser in respect of false, misleading or fraudulent statements made by the Vendor prior to the date of this Agreement.

4.2 Extract of no reliance or inducement clause from AMPLA Joint Venture Agreement

Each party warrants and agrees that when entering into this agreement it relied exclusively on the following matters independently or any statements, inducements or representations made by or on behalf of any other party (including without limitation by the officers, employees or agents or any other person acting on behalf of a party):

  • its own inspections, investigations, skill and judgement;
  • the terms expressly contained in this agreement; and
  • opinions and advice obtained independently of any other party.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

assignment agreement australia

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Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Assignment Agreement Template

Updated February 1, 2024 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.

trademark assignment agreement template

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.

Assignment Agreement Template

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Assignment Agreement Template

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Contract Assignment Agreement

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Contract Assignment Agreement

Rating: 4.8 - 105 votes

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 .

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document:

Assignment Agreement, Assignment of Contract Agreement, Contract Assignment, Assignment of Contract Contract, Contract Transfer Agreement

Country: United States

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assignment agreement australia

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.

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Benjamin W.

assignment agreement australia

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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Trusted business and intellectual property attorney for small to midsize businesses. Helping businesses start, grow, scale and protect.

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Lawrence A. “Larry” Saichek is an AV rated attorney and a CPA focusing on business and real estate transactions, corporate law and alternative dispute resolution. With a background including five years of public accounting and six years as “in house” counsel to a national real estate investment company, Larry brings a unique perspective to his clients – as attorney, accountant and businessman. Many clients think of Larry as their outside “in house” counsel and a valued member of their team. Larry is also a Florida Supreme Court Certified Mediator and a qualified arbitrator with over 25 years of ADR experience.

Stacey D. on ContractsCounsel

I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. I regularly advise corporate clients on a variety of legal issues including formation, day to day governance, reviewing and drafting business contracts and other agreements, business acquisitions and sales, as well as commercial and residential real estate issues, including sales, purchases and leases. As an attorney licensed in both Michigan and Florida, I also advise clients on real estate issues affecting businesses and individuals owning real property in either state, whether commercial, residential or vacation/investment property. I also regularly assist nonprofit organizations in obtaining and maintaining tax exempt status, and provide general legal counsel on all matters affecting public charities, private foundations and other nonprofit organizations.

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With 19 years of experience in the area of estate planning, trademarks, copyrights and contracts, I am currently licensed in Florida and NJ. My expertise includes: counseling clients on intellectual property availability, use and registration; oversee all procedural details of registration and responses with the USPTO/US Copyright Office; negotiate, draft and review corporate contracts and licensing; counsel clients on personal protection, planning and drafting comprehensive estate plans.

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Melissa Taylor, the President and founding partner of Maurer Taylor Law, specializes in business contract review and drafting and is a second-generation attorney with private firm, in-house counsel, governmental, entrepreneurial, and solo practitioner experience. Melissa has a strong legal background, a dedication to customer service, is friendly, warm and communicative, and is particularly skilled at explaining complex legal matters in a way that's easy to understand. Melissa personally handles all client matters from start to finish to ensure client satisfaction.

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What is the Difference Between an Agreement and a Deed?

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By Lauren McKee Senior Lawyer

Updated on November 3, 2022 Reading time: 5 minutes

This article meets our strict editorial principles. Our lawyers, experienced writers and legally trained editorial team put every effort into ensuring the information published on our website is accurate. We encourage you to seek independent legal advice. Learn more .

What is a Deed?

What is an agreement, the difference between an agreement and a deed, common types of deeds, how do i execute my deed, how do i execute my agreement, limitation periods, key takeaways, frequently asked questions.

As a business owner, you are likely to sign many agreements and deeds. Generally, agreements and deeds are quite similar. However, you must be careful to use the correct document for your arrangement, as they have different signing requirements. In the world of contracts , t he important difference between a deed and an agreement is whether each party has exchanged something under the contract .

For instance, under an agreement , one party might provide a particular product in exchange for the other party providing money. In comparison, deeds are a unique form of a legal document that indicates a party’s promise to do something. This article will further explain the differences between deeds and agreements.

A  deed  is a special type of binding promise or commitment to do something.

The essence of a deed stems from the need in every community to have a special type of ritual or procedure that publicly indicates the solemnity of a binding promise that a person intends to make.

In today’s commercial world, this idea of a serious commitment continues in the form of a deed. Therefore people use a deed when substantial interests are at stake, such as when a person passes an interest, right or property.

You will often need to use a deed if you are:

  • assigning intellectual property between related companies;
  • entering into a non-disclosure deed where you want to ensure that another party does not share your confidential information;
  • documenting an agreement that you have reached with another party after a dispute;
  • providing a bank guarantee or letter of credit; and
  • transferring property, such as the sale of a house. 

An agreement, also known as a contract, is formed when:

  • there is an offer and an acceptance (for example, I offer to wash your car, and you agree to pay me $50 for it);
  • the parties demonstrate a clear intention to create legal relations; and
  • t he parties do something in exchange for an offer. This is known as consideration.

The major difference between a deed and an agreement lies in whether there is any consideration for the promise. 

For example, if you are selling goods in exchange for money, then you will need an agreement. However, if you are merely providing the products for nothing in return, you may need a deed.

The fundamentals of modern contract law are that there must be:

  • offer and acceptance;
  • an intention to be legally bound; and
  • consideration.

Consideration stems from the idea that when two parties agree, they have reached a bargain. The parties need consideration to show that they have ‘bought’ the promise by doing some act or providing something in return for the promise.

In contrast with a contract or agreement, there is no requirement for consideration for a deed to be legally binding. A deed does not need consideration because of the idea that a deed is the most solemn indication that the parties intend to be bound.

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Common types of deeds include:

  •   deed of termination;
  •   escrow deed;
  •   financial guarantee or letter of credit;
  •   deed poll;
  •   indemnity deed; and
  •   confidentiality deed.

Example:  Tristan is lending money to Mani. Tristan requires Mani to provide a financial guarantee for the money. Mani’s parents provide a financial guarantee to Tristan on behalf of Mani. There may be no consideration between Mani’s parents and Tristan. Therefore, to ensure that the guarantee is binding even though there is no consideration, the guarantee is in the form of a deed.

Deeds and agreements have different  requirements for execution . Execution is the process of formally finalising contractual documents.

For example, a document can be executed through both parties signing it.

If you are executing a deed, you will need to follow specific rules. If the deed is regarding something personal for you, like a house deed, someone must witness your signature. In comparison, however, if the deed is for a company, it will need to be signed by: 

  • two directors; or
  • one director and the company secretary. 

You will not need a witness if you are signing a deed for a company. Further, there is no need for the other party to sign the document. A deed is binding immediately once one party executes it.

For example, in New South Wales (NSW), the Conveyancing Act 1919  provides that a deed passing an interest in property must be signed, sealed and attested by at least one witness not being a party to the deed (section 38).

It is important to refer to the legislation specific to your state as the failure to duly execute a deed means that the deed is unenforceable. The requirements for executing deeds are much more stringent than that for contracts. Therefore, you should seek specific advice if you are unsure about how to execute a deed or whether you need a deed for a particular situation.

Agreements do not need to be ‘signed, sealed and delivered’ in the way that deeds must be. An agreement can technically be binding if the parties have agreed to it:

  • in a contract;
  • by writing in an email.

The essential factor is whether both parties had the intention to be bound by a contract.

However, it is best practice for agreements to be in writing and have both parties sign it. This makes it very clear what terms the parties are agreeing to. Individuals may sign an agreement without having someone witness their signature. Similarly to a deed, a company may sign an agreement by:

One huge practical advantage in using an agreement, rather than a deed, is that you can execute the document in counterparts. This means that you and the other party can both sign a copy of your own agreement, and then send it to the other side. Taken together, the two documents constitute the same agreement. This is particularly practical if you are not geographically near the other party.

A limitation period is the period of time that you can bring a claim to court after an event occurs. These periods exist to protect defendants. They operate under the principle that the administration of justice becomes more difficult the longer it takes for an action to come to court. Many do not know that contracts and deeds have different limitation periods.

In New South Wales (NSW) and Queensland (QLD), the limitation period to bring a claim to court for breach of contract is six years from the date of the breach. In comparison, under a deed, there is a 12-year limitation period.

It is important to note that the court will interpret an action as first accruing as the point when circumstances gave rise to the claim the first time. For example, this could be when the breach occurred. However, where the loss is purely economic, the cause of action accrues when the loss first became known to you, or when it should have reasonably been discovered through diligence.

Therefore, if you are dealing with a contractual dispute with another business, make sure that you understand whether the document at hand is an agreement or deed. Then, ensure that the limitation period does not lapse before bringing a claim to court.

A deed is a special form of document which indicates an individual’s most sincere promise to do something that she or he has contracted to do. At common law, the requirements for executing a deed are that it must be in writing, sealed and delivered to the other party. The key difference between an agreement and a deed is that a deed does not need consideration. Furthermore, each Australian state and territory has legislation that sets out specific requirements for executing a deed. You should check legislation to ensure that you properly execute your deed.

If you have any questions or need legal advice about deeds or agreements, our experienced contract lawyers  can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1800 532 904 or visit our  membership page .

A deed is a special type of binding promise or commitment to do something. In today’s commercial world, this idea of a serious commitment continues in the form of a deed. Therefore people use a deed when substantial interests are at stake, such as when a person passes an interest, right or property.

The deed must be in writing, have a personal seal is placed on the document and be delivered to the other party. However, there are also specific legislative requirements, so you should always check to see if any other legislation applies to your deed.

In New South Wales (NSW) and Queensland (QLD), the limitation period to bring a claim to court for breach of a deed is a 12 years.

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IMAGES

  1. Assignment Agreement Template

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  2. 27+ Assignment Agreement Templates

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  3. Assignment Agreement Template

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  4. Assignment Agreement

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  5. FREE 10+ Sample Assignment Agreement Templates in PDF

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  6. Contract Assignment Agreement

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COMMENTS

  1. 5.11

    The Assignment Agreement is for use to legally transfer ownership of intellectual property (IP) from one party to another, for example when a party is the owner of IP developed by the other party under a joint research collaboration. On this page: When should it be used? When should it not be used? Key considerations when completing the template

  2. Intellectual Property Assignment Agreement

    An Intellectual Property Assignment Agreement is a document by which someone releases some intellectual property which they created such as a work of art, a writing, a film. some computer code, or any other piece of intellectual property ("the work") and gives away or transfers all the rights to someone else.

  3. Assignment vs. Novation: What is the Difference?

    Assignments Under a contract, where a party (the original party to the contract) is initiating an 'assignment', they are transferring some or all of their contractual rights to a third party, known as the "assignor". The recipient of those contractual rights is known as the "assignee".

  4. Legal briefing

    Download Legal briefing - Novation and assignment of contracts [PDF 0.3MB] In this issue: What is the difference between novation and assignment? When is a novation or assignment required and which one do you use? Issues to consider when deciding whether to agree to a novation or assignment Executing the novation or assignment

  5. How Do You Draft an Assignment Clause?

    An assignment clause allows for a transfer of rights, benefits and obligations under a contract from one party to another. It is important to note that the assignor can only transfer its benefits under the contract. They cannot transfer burdens, obligations or liabilities through an assignment.

  6. Assignment and Novation

    (a) [Insert name of Party A] may not assign or novate this [deed/agreement] or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of [insert name of Party B], which consent is not to be unreasonably withheld.

  7. What is an Intellectual Property Assignment Agreement?

    An IP assignment agreement is a contractual agreement which facilitates the transfer of IP from one party to another. The party transferring the IP interest is the assignor. The party receiving the IP interest is the assignee. There are several important clauses which you should include in an IP assignment agreement. The Assignment Clause

  8. Assignment Agreement Templates

    3 Reviews This deed of assignment transfers an endowment or other life assurance policy from trustees to beneficiary. It includes a template notice to the insurer that the policy has been transferred. The document is easy to complete. More Information & Download

  9. Assignment Agreement

    Assignment agreement 6 Reviews Select support level Compare Document Only Detailed guidance notes A$19.00 Recommended Lawyer Assist Detailed guidance notes Unlimited support by email Review of your edited document by a lawyer A$218.00 Add to Basket Document overview Detailed description Reviews Document overview

  10. PDF Assignment, novation and other dealings boilerplate clause

    An. assignment, novation and other dealings". boilerplate provision is included in a contract to exclude or limit this common law right. 2. The purpose of the clause is to ensure that the obligor has contractual dealings only with the obligee - eg an obligor might have a personal preference for dealing with the obligee rather than with a ...

  11. Assignment of Intellectual Property

    Assigning intellectual property is the transfer of the rights of that intellectual property from one party to another, usually for monetary consideration. Whether you are starting a business or running a business, intellectual property is a significant piece of your business's value.

  12. Australia: Assignment & novation clauses in commercial contracts

    Novation differs from assignment in that novation requires the consent of all the parties to the existing contract. The new contract may be between the parties to the existing contract only or new parties may be substituted. The consideration for the new contract is the mutual discharge by the parties of the obligations under the old contract.

  13. Assignment (Australia)

    It is agreed that this Assignment will enure to the benefit of and be binding upon the parties to this Assignment, their heirs, executors, administrators, successors and assigns, respectively. This Agreement will be construed in accordance with and governed by the laws of Commonwealth of Australia.

  14. Assignment of Lease Form (Australia)

    Lease Assignment Agreement FAQ. A Lease Assignment is used by a tenant to transfer their remaining lease rights and obligations to a new tenant. Create your assignment quickly and easily for free. Available to print or download in all states, as well as the Australian Capital Territory (ACT) and Northern Territory (NT).

  15. Lease Assignment Agreement FAQ

    Lease Assignment Agreement FAQ - Australia Definitions Who qualifies as an agent? Who is the Assignor? Who is the Assignee? What does the term consideration mean? What are encumbrances? If the property is a residential unit located above a commercial property, what type of lease is it? Lease Assignment Information

  16. Assignment Agreements

    4.8/5 on Google Reviews LegalVision's experienced commercial lawyers can assist with drafting or reviewing an Assignment Agreement.We have assisted thousands of Australian businesses with their commercial law needs, including drafting assigning of contracts and IP assignment agreements.

  17. Free Assignment Agreement Template

    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. Table of Contents By Type What Is an Assignment Agreement?

  18. Contract Assignment Agreement

    Contract Assignment Agreement Last revision 11/30/2023 Formats Word and PDF Size 2 to 3 pages 4.8 - 105 votes Fill out the template 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.

  19. PDF Legal briefing

    A novation requires the consent of all the parties to the original contract as well as the consent of the new party.3 It is a tripartite agreement between the original parties and the new party. Consent of all the parties to enter into the agreement is therefore crucial.4 A novation usually takes the form of a deed.

  20. Contract Assignment Agreement Template: Free & Ready to Fill Out

    A contract assignment agreement is a binding document between two parties that sets out the terms of the assignment of a contract. It is typically used when one party wishes to assign their rights, responsibilities, obligations, and benefits under a contract to another party.

  21. Assignment Agreement: What You Need to Know

    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.

  22. What is an Assignment of Debt?

    An assignment of debt, in simple terms, is an agreement that transfers a debt owed to one entity, to another. A creditor does not need the consent of the debtor to assign a debt. Once a debt is properly assigned, all rights and responsibilities of the original creditor (the assignor) transfer to the new owner (the assignee).

  23. Differences Between an Agreement and a Deed

    What is a Deed? A deed is a special type of binding promise or commitment to do something. The essence of a deed stems from the need in every community to have a special type of ritual or procedure that publicly indicates the solemnity of a binding promise that a person intends to make.