Assignment Fee Agreement Template for Australia

The Assignment Fee Agreement is a crucial document in Australian commercial practice, used when one party agrees to pay a fee to another in consideration for an assignment of rights, obligations, or interests. This agreement is commonly used in various contexts including contract assignments, debt assignments, property deals, and corporate restructuring. The document needs to comply with Australian federal and state laws, particularly regarding contract formation, taxation (including GST), and stamp duty requirements. The agreement typically includes detailed provisions on fee calculation, payment terms, conditions precedent, and any security arrangements. It's essential to have this document properly structured to ensure enforceability and clear obligations between parties, particularly in complex commercial transactions where significant fees are involved.

1. Parties: Identifies and defines the parties to the agreement, including their legal names, addresses, and any registration details

2. Background: Sets out the context and purpose of the agreement, including reference to any original agreement being assigned

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Assignment Fee: Specifies the amount of the assignment fee and how it was determined

5. Payment Terms: Details when and how the assignment fee will be paid, including payment method and timing

6. Conditions Precedent: Lists any conditions that must be met before the assignment fee becomes payable

7. Representations and Warranties: Standard representations and warranties from both parties

8. GST and Taxation: Addresses GST treatment and other tax implications of the fee

9. Confidentiality: Obligations regarding confidential information

10. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

11. Execution: Signature blocks and execution provisions