The Assignment Of Subcontract Agreement is a crucial document used when an existing subcontractor needs to transfer their contractual obligations to a new subcontractor in the Philippines. This situation commonly arises due to various circumstances such as financial difficulties, resource constraints, or strategic business decisions. The document, governed by Philippine law, particularly the Civil Code and construction industry regulations, ensures a proper legal framework for the transfer of rights and responsibilities. It includes detailed provisions for the assignment of works, transfer of liabilities, and necessary consents from the main contractor. The agreement is essential for maintaining project continuity while protecting the interests of all parties involved, including compliance with PCAB requirements and other relevant Philippine construction industry regulations.
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1. Parties: Identifies and defines the Main Contractor, Original Subcontractor (Assignor), and New Subcontractor (Assignee)
2. Background: Recitals explaining the original subcontract, reason for assignment, and context of the agreement
3. Definitions: Defines key terms used throughout the agreement, including Original Subcontract, Project, Works, and Assignment Date
4. Assignment: Core provision detailing the assignment of rights and obligations from Original Subcontractor to New Subcontractor
5. Consideration: Details of any payment or consideration for the assignment
6. Effective Date: Specifies when the assignment takes effect and any conditions precedent
7. Contractor's Consent: Main Contractor's formal consent to the assignment and any conditions attached
8. Representations and Warranties: Warranties from all parties regarding their capacity and authority to enter into the agreement
9. Release and Indemnities: Provisions regarding release of Original Subcontractor and indemnification obligations
10. Completion of Works: Provisions regarding responsibility for completing the subcontract works
11. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Novation Provisions: Used when the assignment is structured as a novation, creating a new contract rather than just an assignment
2. Security Arrangements: Required when there are performance bonds or other security arrangements that need to be transferred or replaced
3. Intellectual Property Rights: Needed when the subcontract involves significant IP rights that need to be transferred
4. Employee Matters: Include when employees will be transferred as part of the assignment
5. Tax Provisions: Required when there are specific tax implications that need to be addressed
6. Dispute Resolution: Optional detailed ADR procedures beyond standard jurisdiction clause
1. Original Subcontract: Copy of the original subcontract being assigned
2. Scope of Works: Detailed description of the remaining works to be completed
3. Payment Schedule: Details of any outstanding payments and payment terms
4. Required Consents: Copies of all required consents from relevant parties
5. Outstanding Claims: List of any existing claims or disputes under the original subcontract
6. Performance Securities: Details of any performance bonds or guarantees being transferred or replaced
Relevant legal definitions
Clauses
Relevant Industries
Construction
Infrastructure
Real Estate Development
Engineering
Manufacturing
Mining
Energy
Telecommunications
Industrial Development
Transportation
Relevant Teams
Legal
Operations
Project Management
Commercial
Procurement
Risk & Compliance
Finance
Construction Management
Contract Administration
Business Development
Relevant Roles
Project Manager
Construction Manager
Contract Administrator
Legal Counsel
Commercial Director
Operations Manager
Chief Operating Officer
Procurement Manager
Site Supervisor
Risk Manager
Compliance Officer
Business Development Manager
Finance Director
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