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Assignment Of Agreement Addendum
"I need an Assignment of Agreement Addendum under UAE law to transfer our distribution agreement rights to our newly formed subsidiary company, with the assignment to take effect from March 1, 2025; the original agreement contains confidential information that needs to be protected."
1. Parties: Identifies the original parties to the agreement (Assignor and Original Counterparty) and the new party (Assignee)
2. Background: References the original agreement, its date, and purpose; explains the intent to assign certain rights/obligations
3. Definitions: Defines key terms used in the addendum, including 'Original Agreement', 'Effective Date', 'Assigned Rights', etc.
4. Assignment: Clearly specifies which rights and/or obligations are being assigned from the Assignor to the Assignee
5. Effective Date: Specifies when the assignment takes effect
6. Consideration: States the consideration (if any) for the assignment
7. Consent and Acknowledgment: Contains the Original Counterparty's consent to the assignment
8. Representations and Warranties: Standard representations regarding authority to assign and validity of assigned rights
9. Governing Law and Jurisdiction: Confirms UAE law as governing law and specifies jurisdiction for disputes
1. Partial Assignment Provisions: Required only if the assignment is for part of the rights/obligations rather than the entire agreement
2. Continuing Obligations: Include when the Assignor retains certain obligations under the original agreement
3. Security Provisions: Required when the assignment is given as security or collateral
4. Conditions Precedent: Include when the assignment is subject to certain conditions being met
5. Non-Competition Provisions: Include when there are restrictions on the Assignor's future activities
6. Costs and Expenses: Include when there's a need to specify who bears the costs of the assignment
7. Further Assurance: Optional clause requiring parties to take additional steps to perfect the assignment if needed
1. Schedule 1 - Original Agreement: Copy or details of the agreement being assigned
2. Schedule 2 - Assigned Rights and Obligations: Detailed list of specific rights and obligations being assigned
3. Schedule 3 - Existing Claims or Disputes: List of any ongoing claims or disputes related to the assigned rights
4. Schedule 4 - Required Consents and Approvals: List of third-party consents required for the assignment
5. Appendix A - Form of Notice: Template for notifying relevant third parties of the assignment
6. Appendix B - Assignment Completion Documents: List of documents required to complete the assignment process
Authors
Original Agreement
Assignor
Assignee
Original Counterparty
Assigned Rights
Assigned Obligations
Assignment Date
Effective Date
Completion Date
Consideration
Encumbrance
Governmental Authority
Law
Parties
Business Day
Confidential Information
Intellectual Property Rights
Liabilities
Material Adverse Effect
Permitted Assignment
Related Parties
Security Interest
Territory
Transaction Documents
Working Hours
UAE
Assignment Notice
Consent
Default
Assignment
Consideration
Consent
Effective Date
Representations and Warranties
Continuing Obligations
Release and Discharge
Further Assurance
Costs and Expenses
Notices
Severability
Entire Agreement
Amendments
Counterparts
Governing Law
Jurisdiction
Confidentiality
Third Party Rights
No Waiver
Assignment Restrictions
Indemnification
Force Majeure
Dispute Resolution
Language
Legal Compliance
Authentication
Real Estate
Construction
Financial Services
Technology
Manufacturing
Energy
Healthcare
Telecommunications
Retail
Professional Services
Transportation
Hospitality
Education
Media and Entertainment
Legal
Compliance
Corporate Secretariat
Commercial
Finance
Operations
Risk Management
Business Development
Corporate Affairs
Project Management
Legal Counsel
Contract Manager
Business Development Manager
Chief Legal Officer
Commercial Director
Compliance Officer
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
Operations Manager
Project Manager
Risk Manager
General Manager
Managing Director
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