The Assignment And Assumption Agreement is a crucial legal instrument in Canadian business and commercial transactions, used when one party needs to transfer its contractual rights and obligations to another entity. This document is commonly required in various scenarios including corporate restructuring, asset sales, merger and acquisition transactions, or when a party wishes to exit a contract while ensuring continuity of the contractual relationship. The agreement must comply with Canadian federal and provincial laws, including common law principles in most provinces and civil law in Quebec. It typically contains detailed provisions about the rights being assigned, obligations being assumed, representations and warranties, and any conditions precedent to the assignment. The document may also need to address specific regulatory requirements depending on the industry sector and nature of the rights being transferred. Whether used in simple contract transfers or complex corporate transactions, the agreement serves to document the parties' intentions and ensure a legally sound transfer of rights and obligations.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identifies the assignor, assignee, and any other parties to the agreement, including the original contract counterparty if their consent is required
2. Background: Recitals explaining the context of the original agreement and the reason for the assignment
3. Definitions: Defines key terms used throughout the agreement, including the Original Agreement, Assigned Rights, and Assumed Obligations
4. Assignment: Details the specific rights, interests, and/or property being assigned from assignor to assignee
5. Assumption: Specifies the obligations and liabilities being assumed by the assignee
6. Consideration: States the payment or other consideration for the assignment
7. Effective Date: Specifies when the assignment and assumption become effective
8. Representations and Warranties: Standard representations from both assignor and assignee regarding authority, enforceability, and status of assigned rights
9. Covenants: Ongoing obligations of the parties post-assignment
10. Further Assurances: Commitment to execute additional documents and take necessary actions to effectuate the assignment
11. Governing Law: Specifies the jurisdiction whose laws govern the agreement
12. Counterparts: Allows execution in multiple counterparts
13. Signature Block: Space for parties' signatures and dates
1. Consent of Original Counterparty: Required when the original agreement requires consent for assignment
2. Partial Assignment Provisions: Used when only certain rights or obligations are being assigned rather than the entire agreement
3. Security Provisions: Required when the assignment involves secured rights or interests
4. Release of Assignor: Used when the assignor is to be released from future obligations
5. Regulatory Compliance: Required when the assignment is subject to specific regulatory requirements
6. Intellectual Property Rights: Needed when the assignment includes IP rights
7. Confidentiality: Added when sensitive information is involved in the assignment
8. Third Party Rights: Required when third parties have rights under the original agreement
1. Schedule A - Original Agreement: Copy or summary of the agreement being assigned
2. Schedule B - Assigned Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Schedule C - Excluded Rights and Obligations: List of any rights or obligations specifically excluded from the assignment
4. Schedule D - Consent Documents: Copies of any required third-party consents
5. Schedule E - Assignment Consideration: Details of payment or other consideration if complex
6. Schedule F - Existing Claims or Disputes: List of any pending claims or disputes related to the assigned agreement
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Real Estate
Manufacturing
Technology
Healthcare
Energy
Construction
Retail
Transportation
Telecommunications
Professional Services
Mining
Agriculture
Entertainment
Education
Relevant Teams
Legal
Compliance
Corporate Secretariat
Finance
Operations
Risk Management
Business Development
Procurement
Contract Administration
Asset Management
Project Management
Commercial Operations
Relevant Roles
Legal Counsel
Contract Manager
Business Development Manager
Chief Legal Officer
Corporate Secretary
Compliance Officer
Risk Manager
Operations Director
Chief Financial Officer
Project Manager
Asset Manager
Property Manager
Procurement Manager
Commercial Director
Transaction Manager
Portfolio Manager
Find the exact document you need
Lease Option (Real Estate)
A Canadian legal document combining a property lease agreement with an option for the tenant to purchase the property under specified terms and conditions.
Download
Business Agreement
A Canadian-law governed Business Agreement establishing commercial terms and conditions between business entities.
Download
Common Agreement
A versatile Canadian legal document establishing terms and conditions for commercial relationships, compliant with federal and provincial laws.
Download
Employer Paid Training Agreement
A Canadian-law compliant agreement outlining terms for employer-funded employee training, including costs, obligations, and repayment conditions.
Download
Consignment Agreement Form
A Canadian legal document establishing terms for consignment sales arrangements, defining rights and obligations of consignor and consignee under Canadian law.
Download
Software Testing Agreement
Canadian-law governed agreement defining terms and conditions for software testing services, including scope, deliverables, and compliance requirements.
Download
Money Agreement Between Two Parties
A Canadian-law governed agreement establishing terms and conditions for monetary arrangements between two parties, including loan amount, interest, and repayment terms.
Download
Written Agreement
A formal Written Agreement compliant with Canadian law that establishes legally binding obligations between parties.
Download
Side Agreement
A Canadian law-governed supplementary agreement that modifies or clarifies specific terms of an existing main agreement while maintaining separate documentation.
Download
Lease Agreement With Option To Purchase
A Canadian lease agreement that includes an option for the tenant to purchase the property, compliant with provincial property laws and regulations.
Download
Incorporation Agreement
A Canadian legal document establishing a new corporation and defining initial shareholder relationships under federal or provincial law.
Download
Fixed Term Tenancy Agreement
A Canadian residential lease agreement establishing a fixed-term tenancy, outlining rights and obligations of landlords and tenants under provincial law.
Download
Contract For Selling A Car
A Canadian-law governed agreement for the sale and transfer of ownership of a motor vehicle, ensuring legal compliance and protecting both parties' interests.
Download
Casual Worker Contract
A Canadian law-compliant contract establishing terms and conditions for casual employment relationships with flexible, non-permanent work arrangements.
Download
Tooling Agreement
Canadian-law governed agreement establishing terms for industrial tooling ownership, use, and maintenance, including design, quality, and payment provisions.
Download
Representation Agreement
A Canadian legal document (prominently used in BC) that authorizes representatives to make personal and healthcare decisions on behalf of an adult who becomes incapable of independent decision-making.
Download
Provisional Agreement
A temporary binding agreement under Canadian law that establishes interim arrangements between parties pending a permanent agreement.
Download
Land Agreement Between Two Parties
A Canadian legal agreement between two parties establishing terms and conditions for land transfer or rights, compliant with federal and provincial property laws.
Download
Employer Tuition Reimbursement Agreement
A Canadian-law governed agreement establishing terms for employer-provided educational support, including reimbursement conditions and employee obligations.
Download
Contract Agreement Between Two Parties
A Canadian-law governed agreement establishing legal obligations between two contracting parties, outlining their rights and responsibilities.
Download
Rent In Exchange For Services Agreement
A Canadian legal agreement providing residential accommodation in exchange for specified services, combining residential tenancy and service provision elements under provincial law.
Download
Employee Accommodation Agreement
A Canadian legal document that formalizes workplace accommodation arrangements between employer and employee, ensuring compliance with federal and provincial human rights legislation.
Download
Contra Agreement
A Canadian legal agreement establishing an independent contractor relationship, defining services, terms, and maintaining compliance with federal and provincial regulations.
Download
Catering Contract
A Canadian-law governed agreement establishing terms and conditions for catering services, including service specifications, pricing, and regulatory compliance requirements.
Download
Lease Agreement
A Canadian legal document establishing the terms and conditions for property rental between landlord and tenant, compliant with federal and provincial regulations.
Download
Contractual Agreement
Standard Canadian Contractual Agreement template compliant with federal and provincial requirements for establishing legally binding business relationships.
Download
Security Agreement Form
A Canadian legal document creating security interests in collateral to secure obligations, structured to comply with PPSA requirements (except in Quebec) and other applicable federal and provincial laws.
Download
Business Cooperation Agreement
A Canadian-law governed agreement establishing terms and conditions for business cooperation between independent entities, ensuring compliant and structured collaboration.
Download
Employee Training Reimbursement Agreement
A Canadian-law governed agreement establishing terms for employer-funded training and employee reimbursement obligations.
Download
Rental Contract
A Canadian law-compliant agreement establishing terms and conditions for property rental between landlord and tenant.
Download
Intent To Purchase Agreement
A Canadian-law governed preliminary agreement outlining terms and conditions for a proposed purchase of assets, property, or business.
Download
Head Of Terms Agreement
A Canadian-law governed preliminary agreement outlining key terms and conditions of a proposed business transaction, serving as a framework for detailed negotiations.
Download
Supply Contract Form
A Canadian-law governed agreement establishing terms and conditions for the supply of goods between parties, including delivery, pricing, and quality requirements.
Download
Education Agreement With Employer
A Canadian-law governed agreement establishing terms for employer-provided educational support, including financial assistance, program requirements, and employee obligations.
Download
Umbrella Agreement
Canadian master agreement establishing framework terms for ongoing business relationships and future specific agreements between parties.
Download
Rent To Own Agreement Form
A Canadian legal agreement combining rental terms with a future purchase option, allowing tenants to rent a property while accumulating credits toward its eventual purchase.
Download
Buyer Representation Agreement
A Canadian legal agreement establishing exclusive representation between a real estate brokerage and a property buyer, governed by provincial real estate laws.
Download
Non Solicitation Agreement
A Canadian-law governed agreement that restricts the solicitation of employees, clients, or business relationships, designed to protect legitimate business interests while maintaining reasonable restrictions.
Download
Assignment And Assumption Agreement
A Canadian law-governed agreement that transfers contractual rights and obligations from one party to another, ensuring legal compliance and clear assumption of responsibilities.
Download
Yearly Contract Agreement
A Canadian-law governed agreement establishing a one-year contractual relationship between parties, defining key terms, obligations, and conditions.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)