The Assignment of Agreement Addendum is a critical document used in Swiss business transactions when one party needs to transfer its contractual position to another entity. This might occur during corporate restructuring, M&A transactions, or project reassignments. The document must comply with Swiss law requirements, particularly Articles 164-174 of the Swiss Code of Obligations regarding assignment of rights and obligations. It serves to document the formal transfer of contractual rights and duties, secure necessary consents, and ensure continuity of the underlying agreement. This addendum is particularly important in Switzerland's business environment, where formal requirements for contract assignments are strictly observed and documented.
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1. Parties: Identification of all parties involved: original parties to the agreement (Assignor and Original Counterparty) and the new party (Assignee)
2. Background: Reference to the original agreement, its date, and purpose; explanation of the intention to assign
3. Definitions: Key terms used in the addendum, including reference to defined terms in the original agreement
4. Assignment: Express provisions detailing the assignment of rights and obligations from Assignor to Assignee
5. Effective Date: Specification of when the assignment becomes effective
6. Consent: Explicit consent of all parties to the assignment
7. Continuing Obligations: Confirmation that all other terms of the original agreement remain in full force and effect
8. Governing Law: Confirmation that Swiss law continues to govern the agreement
9. Counterparts: Provision for execution in multiple counterparts
1. Consideration: Details of any payment or consideration for the assignment, if applicable
2. Modified Terms: Any amendments to the original agreement terms that apply post-assignment
3. Representations and Warranties: Specific representations by the Assignor and/or Assignee regarding the assigned rights/obligations
4. Notice Requirements: Specific requirements for notices under the assigned agreement
5. Release Provisions: Terms releasing the Assignor from future obligations, if applicable
6. Third Party Consents: Reference to any required third party consents for the assignment to be effective
1. Schedule 1 - Original Agreement: Copy of the original agreement being assigned
2. Schedule 2 - Assigned Rights and Obligations: Detailed list of specific rights and obligations being assigned, if not all
3. Schedule 3 - Required Consents: Copies of any third-party consents or regulatory approvals required for the assignment
4. Appendix A - Execution Formalities: Any specific forms or formalities required under Swiss law for the assignment
5. Appendix B - Notice Forms: Template forms for any required notices to third parties regarding the assignment
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