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Assignment Agreement for Germany

Assignment Agreement Template for Germany

A German law-governed Assignment Agreement (Abtretungsvertrag) is a formal legal document that facilitates the transfer of rights, claims, or receivables from one party (the assignor) to another party (the assignee). The document must comply with German Civil Code (BGB) requirements, particularly §§ 398-413, which govern assignments. The agreement details the specific rights being transferred, consideration, warranties about the assigned rights, and any conditions or consents required for the transfer to be effective. It includes provisions addressing German-specific legal requirements such as form requirements, notification obligations, and data protection considerations under German law.

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What is a Assignment Agreement?

An Assignment Agreement is a crucial document used in German business and legal practice when transferring rights, claims, or receivables between parties. This type of agreement is commonly employed in various scenarios including debt transfers, contract rights assignments, receivables financing, and corporate restructuring. The document must strictly comply with German legal requirements, particularly the provisions of the German Civil Code (BGB) regarding assignments (Abtretungen). It is essential for documenting the terms of the transfer, ensuring legal certainty, and protecting the interests of both the assignor and assignee. The agreement typically includes detailed descriptions of the assigned rights, representations about their validity, and any necessary third-party consents. Special attention must be paid to German-specific requirements such as form requirements, notification obligations, and data protection regulations.

What sections should be included in a Assignment Agreement?

1. Parties: Identification of the assignor and assignee, including full legal names, registration details, and addresses

2. Background: Context of the assignment, describing the original rights/assets and reason for assignment

3. Definitions: Key terms used throughout the agreement, including 'Assigned Rights', 'Effective Date', and other relevant definitions

4. Subject Matter of Assignment: Detailed description of the rights, claims, or assets being assigned

5. Assignment and Transfer: Core provision effecting the legal transfer of rights from assignor to assignee

6. Consideration: Details of payment or other consideration for the assignment

7. Representations and Warranties: Assignor's confirmations regarding ownership, authority to assign, and status of assigned rights

8. Further Assurance: Obligation to execute additional documents and take further steps necessary to perfect the assignment

9. Notices: Process and contact details for formal communications between parties

10. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

11. Execution: Signature blocks and execution formalities

What sections are optional to include in a Assignment Agreement?

1. Third Party Consents: Required when the assignment needs consent from other parties to be effective

2. Data Protection: Required when personal data is involved in the assignment

3. Intellectual Property: Required when the assignment involves IP rights

4. Employees: Required when the assignment involves transfer of employment relationships

5. Confidentiality: Optional section for protecting sensitive information disclosed during the assignment process

6. Tax Provisions: Required when there are specific tax implications that need to be addressed

7. Competition Law Compliance: Required when the assignment could have competition law implications

8. Severability: Optional boilerplate section addressing partial invalidity of provisions

What schedules should be included in a Assignment Agreement?

1. Schedule 1 - Assigned Rights: Detailed list or description of all rights and assets being assigned

2. Schedule 2 - Excluded Rights: List of rights specifically excluded from the assignment

3. Schedule 3 - Existing Agreements: List of relevant agreements affecting the assigned rights

4. Appendix 1 - Form of Notice: Template for notifying third parties of the assignment

5. Appendix 2 - Required Consents: List of third-party consents required for the assignment

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


























Clauses


























Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

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Professional Services

Construction

Retail

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Finance

Compliance

Treasury

Commercial

Operations

Risk Management

Corporate Secretariat

Credit Control

Business Development

Relevant Roles

Legal Counsel

Contract Manager

Chief Legal Officer

Finance Director

Chief Financial Officer

Business Development Manager

Risk Manager

Compliance Officer

Corporate Secretary

Treasury Manager

Accounts Receivable Manager

Credit Controller

Commercial Director

Operations Manager

Industries





Teams

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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