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Assignment Assumption And Amendment Agreement Template for England and Wales

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Key Requirements PROMPT example:

Assignment Assumption And Amendment Agreement

"I need an Assignment Assumption And Amendment Agreement to transfer our software licensing agreement from our UK subsidiary to our parent company, while updating the payment terms and extending the contract duration until March 2025."

Document background
The Assignment Assumption And Amendment Agreement is essential when a party needs to transfer their contractual position while simultaneously modifying the original agreement terms. This document is commonly used in corporate restructuring, mergers and acquisitions, or when business relationships evolve requiring both assignment and contract modifications. Under English and Welsh law, this agreement ensures proper documentation of the transfer of rights, assumption of obligations, and contract amendments, while maintaining legal certainty and enforceability. It combines what would otherwise require multiple documents into a single, comprehensive instrument.
Suggested Sections

1. Parties: Identifies all parties to the agreement including assignor, assignee, and other relevant parties

2. Background: Sets out the context and purpose of the assignment and amendment

3. Definitions: Defines key terms used throughout the agreement

4. Assignment: Details the rights and obligations being assigned

5. Assumption: Specifies the obligations being assumed by the assignee

6. Amendments: Lists specific amendments to the original agreement

7. Governing Law: Specifies the applicable law and jurisdiction

Optional Sections

1. Consideration: Details any payment or consideration for the assignment - use when there is payment or other consideration for the assignment

2. Consent: Documents consent of other parties to the assignment - use when original agreement requires consent for assignment

3. Representations and Warranties: Additional assurances from parties - use when specific assurances are required

Suggested Schedules

1. Original Agreement: Copy of the agreement being assigned

2. Specific Rights and Obligations: Detailed list of assigned rights and obligations

3. Consent Documents: Copies of relevant consents from third parties

4. Amendment Details: Detailed list of amendments to original agreement

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

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Relevant Industries
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Industries

Law of Property Act 1925: Core legislation governing assignments of legal and equitable interests, including formalities for property-related assignments

Contracts (Rights of Third Parties) Act 1999: Legislation governing third-party rights and their ability to enforce terms of the assignment

Law of Property (Miscellaneous Provisions) Act 1989: Sets out requirements for contracts to be in writing and formal requirements for land-related contracts

Companies Act 2006: Governs corporate capacity, authority, and execution requirements for companies involved in the agreement

Common Law Principles: Fundamental principles covering assignment of rights and obligations, novation requirements, consideration, and privity of contract

Consumer Rights Act 2015: Legislation governing fairness requirements and transparency obligations when consumers are involved

Statute of Frauds 1677: Historical legislation establishing requirements for certain contracts to be in writing

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and transfer of personal data that may be involved in the assignment

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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