Create a bespoke document in minutes, Â or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Transfer And Assumption Agreement
"I need a Transfer and Assumption Agreement under German law for transferring my software development business assets and client contracts to a larger tech company, with specific provisions for handling employee transfers and maintaining client confidentiality during the transition period planned for March 2025."
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the transfer, including the purpose and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subject Matter of Transfer: Detailed description of the rights, obligations, assets, or contracts being transferred
5. Transfer and Assumption: Core provisions detailing the mechanism and effectiveness of the transfer and assumption
6. Purchase Price and Payment Terms: Financial terms of the transfer, including payment method and timing
7. Closing and Effectiveness: Conditions for and timing of the transfer becoming effective
8. Representations and Warranties: Statements of fact and promises by both parties regarding the transferred items
9. Obligations of the Parties: Specific duties of each party before, during, and after the transfer
10. Liability and Indemnification: Allocation of risks and responsibilities between the parties
11. Notices: Communication procedures between the parties
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
13. Miscellaneous: Standard contractual provisions including severability, amendments, and entire agreement
1. Employee Matters: Required when the transfer involves employees, addressing § 613a BGB requirements
2. Data Protection: Required when personal data is involved in the transfer, ensuring GDPR compliance
3. Intellectual Property: Required when IP rights are part of the transfer
4. Tax Matters: Required when specific tax implications need to be addressed
5. Transitional Services: Required when ongoing support is needed post-transfer
6. Non-Competition: Optional restrictions on the transferor's future activities
7. Conditions Precedent: Required when the transfer is subject to specific conditions being met
8. Third Party Consents: Required when the transfer needs approval from other parties
9. Security Arrangements: Required when collateral or guarantees are part of the transaction
1. Schedule 1 - Transferred Assets: Detailed inventory of all assets being transferred
2. Schedule 2 - Transferred Contracts: List of contracts being transferred with their key terms
3. Schedule 3 - Transferred Employees: List of employees and their employment terms (if applicable)
4. Schedule 4 - Excluded Assets/Liabilities: Items specifically excluded from the transfer
5. Schedule 5 - Required Consents: List of third-party consents needed for the transfer
6. Schedule 6 - Encumbrances: List of any existing encumbrances on transferred assets
7. Appendix A - Form of Transfer Notices: Template notices for informing third parties of the transfer
8. Appendix B - Closing Checklist: List of documents and actions required for closing
9. Appendix C - Power of Attorney: If required for executing certain aspects of the transfer
Authors
Banking and Financial Services
Manufacturing
Real Estate
Technology and Software
Healthcare
Energy and Utilities
Retail and Consumer Goods
Professional Services
Transportation and Logistics
Construction
Telecommunications
Agriculture
Media and Entertainment
Legal
Finance
Mergers & Acquisitions
Compliance
Risk Management
Human Resources
Operations
Corporate Development
Business Development
Project Management
Data Protection
Legal Counsel
Corporate Lawyer
Chief Legal Officer
Chief Financial Officer
Business Development Manager
Mergers & Acquisitions Director
Risk Manager
Compliance Officer
Contract Manager
Project Manager
Operations Director
Human Resources Director
Data Protection Officer
Finance Director
Corporate Secretary
General Counsel
Find the exact document you need
Proprietary Rights Assignment Agreement
A German law-governed agreement for transferring intellectual property rights, ensuring compliance with specific German IP and employment law requirements.
Assignment Of License Agreement
A German law-governed agreement transferring license rights from an existing licensee to a new licensee, ensuring compliance with German civil and intellectual property laws.
Transfer Intellectual Property Rights Agreement
A German law-governed agreement for transferring intellectual property rights between parties, including provisions for various IP types and regulatory compliance.
Short Form Assignment Agreement
A concise German law-governed agreement for transferring rights or assets between parties, structured to meet essential legal requirements while maintaining simplicity.
Invention Assignment Agreement
A German law-compliant agreement governing the assignment of employee inventions to employers, including statutory compensation and disclosure requirements under the Arbeitnehmererfindungsgesetz.
Debt Assumption Agreement
A German law-governed agreement where a new debtor assumes the debt obligations of an original debtor, subject to creditor consent and BGB requirements.
Assignment Of Sublease
A German law-compliant document transferring sublease rights and obligations from an existing subtenant to a new subtenant, including necessary consents and legal requirements under the BGB.
Assignment Of Security Agreement
A German law-governed agreement for transferring rights and obligations under an existing security agreement from an Assignor to an Assignee, ensuring compliance with BGB requirements.
Assignment Of Debt Agreement
A German law agreement transferring debt from one creditor to another, structured according to BGB requirements.
Assignment And Sublease
A German law-governed agreement combining lease assignment and sublease arrangements, transferring primary lease rights while establishing a sublease relationship.
Assignment And Assumption Agreement Asset Purchase
A German law-governed agreement facilitating the transfer of assets and associated rights and obligations between parties in an asset purchase transaction.
Assignment Of Asset Purchase Agreement
A German law-governed document transferring rights and obligations under an Asset Purchase Agreement from an original purchaser to a new purchaser.
Confidentiality And Intellectual Property Assignment Agreement
A German law-governed agreement combining confidentiality obligations and IP rights assignment, ensuring protection of trade secrets and establishing IP ownership while complying with German statutory requirements.
Confidential Information And Invention Assignment Agreement
German law-compliant agreement covering confidentiality obligations and invention assignments, suitable for protecting company IP and trade secrets while ensuring employee rights.
Debt Transfer Agreement
A German law agreement facilitating the transfer of debt obligations from an original debtor to a new debtor, structured under the German Civil Code (BGB).
Transfer Of Copyright Agreement
A German law-governed agreement for transferring copyright ownership, incorporating specific provisions required under German copyright law (Urheberrechtsgesetz).
Lease Assignment Agreement
A German law-governed agreement transferring lease rights and obligations from an existing tenant to a new tenant, compliant with BGB requirements.
Intellectual Property Assignment Agreement
German law-governed agreement for transferring intellectual property rights from an Assignor to an Assignee, ensuring compliance with German IP legislation.
Assignment Of Lease
A German law document transferring lease rights and obligations from an existing tenant to a new tenant, compliant with BGB requirements.
Assignment Contract
A German law-governed contract facilitating the transfer of rights or claims from an assignor to an assignee, structured under the German Civil Code (BGB).
Proprietary Information And Inventions Assignment Agreement
A German law-governed agreement establishing intellectual property rights assignment and confidentiality obligations between employer and employee, compliant with German Employee Inventions Act.
Employee Assignment Agreement
A German-law governed agreement establishing terms for temporary employee assignment between home and host employers, ensuring compliance with German labor regulations.
Commercial Lease Assignment Agreement
A German law agreement transferring commercial lease rights and obligations from an existing tenant to a new tenant, with landlord's consent.
Assignment Of Shares Agreement
A German law-governed agreement for the formal transfer of company shares from one party to another, requiring notarization under German corporate law.
Vehicle Assignment Agreement
A German law-governed agreement establishing terms and conditions for vehicle assignment between parties, typically used for company cars or fleet management.
Transfer And Assumption Agreement
A German law-governed agreement facilitating the transfer of rights, obligations, or assets between parties, structured under BGB and HGB requirements.
Stock Assignment Agreement
A German law-governed agreement for the formal transfer of shares between parties, complying with German corporate law requirements and regulations.
Download our whitepaper on the future of AI in Legal
³Ò±ð²Ô¾±±ð’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; ³Ò±ð²Ô¾±±ð’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
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.