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Contract Assignment Agreement for Canada

Contract Assignment Agreement Template for Canada

A Contract Assignment Agreement is a legally binding document used in Canadian jurisdictions to transfer rights, obligations, and interests under an existing contract from one party (the Assignor) to another party (the Assignee), with the consent of the original counterparty. This agreement ensures compliance with Canadian provincial and federal laws governing contract assignments, clearly outlining the terms of transfer, any retained obligations, consideration paid, and effective date of the assignment. It includes necessary representations and warranties, provisions for transitional arrangements, and addresses ongoing liabilities while maintaining the validity of the original contract terms.

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What is a Contract Assignment Agreement?

The Contract Assignment Agreement is essential in Canadian business transactions where one party needs to transfer its contractual rights and obligations to another entity. This commonly occurs during business acquisitions, corporate restructuring, project transfers, or when a party wishes to exit a contractual relationship while ensuring continuity of the contract. The agreement must comply with Canadian common law principles and relevant provincial legislation governing contract assignments. It typically includes detailed provisions about the original contract, the scope of assignment, warranties about the contract's status, and any conditions attached to the assignment. This document is particularly important as it provides legal certainty to all parties involved and helps prevent future disputes about the validity of the assignment or the parties' respective obligations.

What sections should be included in a Contract Assignment Agreement?

1. Parties: Identifies and defines the Assignor, Assignee, and Other Party to the original contract

2. Background: Recitals explaining the original contract and the intention to assign

3. Definitions: Defines key terms used throughout the agreement

4. Assignment: Core clause detailing the assignment of rights and obligations

5. Consideration: States the consideration being paid for the assignment

6. Effective Date: Specifies when the assignment takes effect

7. Consent and Acknowledgment: Other Party's formal consent to the assignment

8. Representations and Warranties: Statements of fact and guarantees by the Assignor regarding the contract being assigned

9. Release and Assumption: Release of Assignor and assumption of obligations by Assignee

10. Further Assurance: Commitment to take additional steps necessary to effect the assignment

11. Governing Law: Specifies the governing law and jurisdiction

12. Execution: Signature blocks and execution details

What sections are optional to include in a Contract Assignment Agreement?

1. Transitional Provisions: Used when there needs to be a handover period or ongoing cooperation between Assignor and Assignee

2. Retained Liabilities: Include when certain liabilities are to remain with the Assignor

3. Security Arrangements: Required if there are any security interests or guarantees involved

4. Confidentiality: Include if there's sensitive information being transferred that requires specific protection

5. Tax Provisions: Include when there are specific tax implications that need to be addressed

6. Intellectual Property: Required when the assigned contract involves IP rights

7. Data Protection: Include when personal data processing is involved in the assigned contract

8. Third Party Rights: Include when there are rights of third parties that need to be addressed

What schedules should be included in a Contract Assignment Agreement?

1. Original Contract: Copy of the contract being assigned

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

3. Specific Rights and Obligations: Detailed list of specific rights and obligations being assigned

4. Consent Documents: Copies of any required third-party consents

5. Transitional Services: Details of any transitional arrangements between Assignor and Assignee

6. Outstanding Matters: List of any pending claims, disputes, or unperformed obligations

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions










Clauses





























Relevant Industries

Financial Services

Real Estate

Construction

Manufacturing

Technology

Professional Services

Healthcare

Energy

Telecommunications

Retail

Transportation

Agriculture

Mining

Entertainment

Education

Relevant Teams

Legal

Compliance

Commercial

Finance

Operations

Risk Management

Procurement

Business Development

Corporate Secretariat

Contract Administration

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Chief Legal Officer

Commercial Director

Project Manager

Corporate Secretary

Risk Manager

Compliance Officer

Operations Manager

Chief Financial Officer

Procurement Manager

Business Unit Director

General Manager

Chief Executive 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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