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Assignment Contract Template for Germany

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Key Requirements PROMPT example:

Assignment Contract

"I need an Assignment Contract under German law to transfer our company's accounts receivable (valued at €500,000) to a factoring company, with the assignment to take effect from March 1, 2025, including provisions for debtor notification."

Document background
The Assignment Contract (Abtretungsvertrag) is a fundamental legal instrument in German business and commercial practice, used to transfer rights, claims, or receivables between parties. This document is essential in scenarios such as debt assignments, factoring arrangements, security assignments, and corporate restructurings. It must comply with the German Civil Code (BGB), particularly §§ 398-413, which establish the legal framework for assignments. The contract should clearly identify the assigned rights, include necessary representations and warranties, and address notification requirements to any third-party debtors. It's particularly important in financial transactions, corporate restructuring, and debt collection, requiring careful consideration of form requirements and potential restrictions on assignability under German law.
Suggested Sections

1. Parties: Identification of the assignor (Zedent) and assignee (Zessionar) with full legal names and addresses

2. Background: Context of the assignment, including the origin of the rights/claims being assigned and the relationship between the parties

3. Definitions: Key terms used throughout the agreement, including specific definitions of the assigned rights/claims

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

5. Assignment Declaration: Express declaration of assignment (Abtretungserklärung) in accordance with § 398 BGB

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

7. Representations and Warranties: Assignor's confirmations regarding ownership, transferability, and absence of encumbrances on the assigned rights

8. Information and Documentation: Obligations regarding the transfer of relevant documents and information per § 402 BGB

9. Governing Law: Explicit statement that German law governs the agreement

10. Signatures: Execution blocks for both parties with date and place of signing

Optional Sections

1. Notification to Debtor: Provisions regarding notification of the assignment to the debtor, relevant when the assigned right is against a third party

2. Data Protection: GDPR compliance provisions, required when personal data is involved in the assignment

3. Further Assurance: Obligations to execute additional documents or take further steps, useful for complex assignments

4. Partial Assignment: Specific provisions for cases where only part of a right or claim is being assigned

5. Security Interest: Provisions for cases where the assignment is for security purposes (Sicherungsabtretung)

6. Costs and Taxes: Allocation of transaction costs and tax obligations, relevant for valuable assignments

7. Dispute Resolution: Specific provisions for dispute resolution, including jurisdiction and venue

Suggested Schedules

1. Schedule 1 - Detailed Description of Assigned Rights: Comprehensive description of the rights, claims, or assets being assigned, including any reference numbers, dates, and values

2. Schedule 2 - Existing Documentation: List of all relevant documents relating to the assigned rights (e.g., contracts, correspondence, certificates)

3. Schedule 3 - Form of Notice to Debtor: Template notice to be sent to any third-party debtor informing them of the assignment

4. Appendix A - Power of Attorney: If required, form of power of attorney for executing additional documents or taking further actions

5. Appendix B - Consent Documents: Any third-party consents required for the assignment to be effective

Authors

Alex Denne

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

Relevant legal definitions


























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Relevant Industries

Banking and Financial Services

Insurance

Real Estate

Manufacturing

Healthcare

Technology

Construction

Professional Services

Retail

Energy

Telecommunications

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Credit and Collections

Risk Management

Compliance

Corporate Development

Commercial

Accounts Receivable

Business Operations

Mergers and Acquisitions

Relevant Roles

Legal Counsel

Contract Manager

Finance Director

Treasury Manager

Credit Manager

Collections Manager

Risk Manager

Corporate Lawyer

Compliance Officer

Business Development Manager

Account Manager

Chief Financial Officer

General Counsel

Transaction Manager

Restructuring Officer

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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