Tripartite Assignment Agreement Template for United Arab Emirates

The Tripartite Assignment Agreement is a crucial legal instrument in the UAE business environment, used when rights and obligations under an existing contract need to be transferred to a new party while maintaining the involvement of the original counterparty. This document type is particularly relevant in scenarios such as corporate restructuring, project finance arrangements, or when reassigning contractual obligations in major commercial transactions. The agreement must comply with UAE Civil Code requirements, particularly Articles 1106-1132 regarding assignment of rights and transfer of obligations. It includes comprehensive details about the rights being assigned, consideration (if any), conditions of assignment, and ongoing obligations of all parties. The document's structure ensures that all three parties' interests are protected while maintaining enforceability under UAE law.

1. Parties: Identifies and defines the three parties: Assignor (original rights holder), Assignee (party receiving the rights), and Obligor/Consenting Party

2. Background: Explains the context of the original agreement, the reason for assignment, and the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'Assignment Date', 'Original Agreement', 'Assigned Rights', etc.

4. Assignment: Core section detailing what rights/obligations are being assigned and the terms of assignment

5. Consideration: Details of any payment or consideration for the assignment

6. Effective Date: Specifies when the assignment takes effect

7. Consents and Acknowledgments: Explicit consent from all parties to the assignment and acknowledgment of their respective rights/obligations

8. Representations and Warranties: Standard warranties from each party, including authority to enter into agreement and validity of assigned rights

9. Obligations of the Parties: Specific ongoing obligations of each party post-assignment

10. Governing Law and Jurisdiction: Confirms UAE law as governing law and specifies jurisdiction for disputes

11. Notices: Procedure for serving notices between the parties

12. Execution: Signature blocks for all three parties with UAE legal requirements