Assignment Of Proceeds Agreement Template for Germany

The Assignment Of Proceeds Agreement is commonly used in German business transactions where a party needs to transfer its rights to receive payments or other proceeds to another party, often as security for financing or as part of a larger commercial arrangement. This document type is particularly relevant in project finance, receivables financing, and security arrangements under German law. The agreement must comply with German legal requirements, particularly §§398-413 of the German Civil Code (BGB), and typically includes detailed provisions about the assigned proceeds, payment mechanisms, and parties' rights and obligations. It's frequently used in conjunction with facility agreements, project documents, or other commercial contracts where payment rights need to be transferred or secured.

1. Parties: Identification of the Assignor, Assignee, and any other relevant parties (such as the Debtor if they are party to the agreement)

2. Background: Context of the assignment, including reference to any underlying agreements or transactions giving rise to the proceeds

3. Definitions: Definitions of key terms used throughout the agreement, including 'Proceeds', 'Underlying Agreement', 'Assignment Date', etc.

4. Assignment: Core provision detailing the assignment of the proceeds, specific rights being transferred, and effective date

5. Scope of Assignment: Detailed description of the proceeds being assigned, including calculation methods and payment details

6. Representations and Warranties: Assignor's confirmations regarding ownership, right to assign, and absence of encumbrances

7. Payment Mechanics: Process for payment of proceeds, including bank account details and payment instructions

8. Notices: Requirements and procedures for serving notices under the agreement

9. Further Assurance: Obligations to execute further documents or take additional steps to perfect the assignment

10. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes