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Amendment And Assignment Agreement
"I need an Amendment and Assignment Agreement under Swiss law to transfer our software license agreement with TechCorp AG to our new subsidiary, with amendments to extend the license term until March 2025 and update the payment terms to quarterly installments."
1. Parties: Identification of all parties including the original contracting parties and the assignee
2. Background: Context of the original agreement, reason for amendment and assignment, and confirmation of parties' authority
3. Definitions: Definitions of key terms including the Original Agreement, Effective Date, and Assignment Date
4. Amendments to the Original Agreement: Detailed specifications of all amendments being made to the original agreement
5. Assignment: Terms of the assignment including scope, effective date, and confirmation of transfer
6. Assignor Warranties: Warranties from the assignor regarding their right to assign and the validity of the rights being assigned
7. Assignee Undertakings: Commitments from the assignee to perform the assigned obligations and comply with agreement terms
8. Consideration: Details of any payment or consideration for the assignment
9. Remaining Provisions: Confirmation of which original agreement provisions remain unchanged
10. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
11. Execution: Signature blocks for all parties including date and place of signing
1. Consent of Other Parties: Required when the original agreement contains restrictions on assignment or requires consent
2. Data Protection: Required when the assignment involves transfer of personal data or customer information
3. Intellectual Property: Required when the assignment includes transfer of IP rights
4. Tax Provisions: Required when the assignment has significant tax implications
5. Transitional Provisions: Required when there's a need for temporary arrangements during the transition period
6. Security Arrangements: Required when the assigned rights are subject to security interests or collateral
7. Notice Requirements: Required when specific notice must be given to third parties regarding the assignment
1. Schedule 1 - The Original Agreement: Copy or details of the agreement being amended and assigned
2. Schedule 2 - Amendments: Detailed list of all specific amendments being made to the original agreement
3. Schedule 3 - Assigned Rights and Obligations: Comprehensive list of all rights and obligations being assigned
4. Schedule 4 - Form of Notice: Template notices to be sent to relevant third parties regarding the assignment
5. Schedule 5 - Required Consents: List of all required consents and their status
6. Schedule 6 - Completion Requirements: Checklist of actions required to complete the assignment
Authors
Original Agreement
Amendment Date
Assignment Date
Effective Date
Assignor
Assignee
Original Parties
Assigned Rights
Assigned Obligations
Amendments
Completion
Completion Date
Consent
Consideration
Encumbrance
Intellectual Property Rights
Material Adverse Effect
Original Counterparty
Permitted Assignment
Representatives
Required Consents
Security Interest
Swiss Law
Transfer
Transaction Documents
Working Day
Warranties
Amendments
Assignment
Consideration
Warranties
Representations
Undertakings
Conditions Precedent
Completion
Consent
Further Assurance
Costs
Notices
Severability
Entire Agreement
Waiver
Variation
Third Party Rights
Counterparts
Confidentiality
Data Protection
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Survival
Succession
No Partnership
Assignment Restrictions
Time of Essence
Banking and Financial Services
Insurance
Real Estate
Manufacturing
Technology
Telecommunications
Healthcare
Energy
Construction
Professional Services
Retail
Transportation and Logistics
Legal
Compliance
Finance
Corporate Development
Commercial Operations
Risk Management
Business Development
Contract Administration
Treasury
Corporate Governance
Legal Counsel
Contract Manager
Corporate Lawyer
Compliance Officer
Business Development Manager
Chief Legal Officer
Transaction Manager
Risk Manager
Commercial Director
Chief Financial Officer
Company Secretary
Operations Director
Project Manager
General Counsel
Legal Operations Manager
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