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Assignment Of Agreement Addendum

Assignment Of Agreement Addendum Template for Switzerland

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Key Requirements PROMPT example:

Assignment Of Agreement Addendum

"I need an Assignment of Agreement Addendum under Swiss law to transfer our software development agreement to our newly formed subsidiary company, with the assignment to take effect from March 1, 2025, ensuring all original agreement terms remain unchanged."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Real Estate

Construction

Manufacturing

Technology

Professional Services

Energy

Healthcare

Telecommunications

Infrastructure

Relevant Teams

Legal

Compliance

Commercial

Corporate Development

Operations

Risk Management

Contract Administration

Business Development

Project Management

Corporate Secretariat

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Project Manager

Chief Legal Officer

Commercial Director

Compliance Officer

Corporate Secretary

Operations Manager

Risk Manager

General Counsel

Transaction Manager

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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