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Master Assignment Agreement
"I need a Master Assignment Agreement under German law for a fintech company that will be regularly assigning customer receivables to various financial institutions, with the first assignment planned for March 2025; the agreement should include robust data protection provisions and automated assignment notification procedures."
1. Parties: Identification of the assignor and assignee, including full legal names and addresses
2. Background: Context of the agreement and the parties' intention to establish a framework for future assignments
3. Definitions: Definitions of key terms used throughout the agreement, including 'Assignment Notice', 'Assigned Rights', and 'Effective Date'
4. Scope of Agreement: Description of the types of rights that may be assigned under this framework
5. Assignment Process: Detailed procedure for making individual assignments, including notice requirements and documentation
6. Representations and Warranties: Standard representations regarding authority, ownership, and capacity to assign
7. Assignor's Obligations: Ongoing obligations of the assignor, including cooperation and documentation requirements
8. Assignee's Obligations: Obligations of the assignee, including payment terms if applicable
9. Effectiveness of Assignments: Conditions for assignments to become effective and requirements for perfection
10. Fees and Costs: Allocation of costs and any fees associated with assignments
11. Term and Termination: Duration of the framework agreement and termination provisions
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Data Protection: Required when assignments involve transfer of personal data, addressing GDPR compliance
2. Intellectual Property: Needed when assignments include IP rights, addressing specific requirements for IP transfers
3. Security Interests: Required when assignments are used as security or collateral
4. Third Party Rights: Needed when assignments may affect third party rights or require third party consents
5. Regulatory Compliance: Required for regulated industries or when assignments need regulatory approval
6. Tax Provisions: Needed when assignments have significant tax implications
7. Confidentiality: Required when sensitive information will be exchanged during the assignment process
8. Anti-Assignment Provisions: Needed when certain rights or obligations cannot be assigned
1. Schedule 1 - Form of Assignment Notice: Template notice to be used for individual assignments under the framework
2. Schedule 2 - Assignment Certificate: Standard form for documenting completed assignments
3. Schedule 3 - Eligible Rights: Detailed description of rights that may be assigned under the agreement
4. Schedule 4 - Notice Requirements: Specific requirements for notices and communications
5. Schedule 5 - Fee Schedule: If applicable, details of fees payable for assignments
6. Appendix A - Required Documentation: List of documents required for each assignment
7. Appendix B - Contact Details: Contact information for key personnel involved in the assignment process
8. Appendix C - Compliance Checklist: Checklist ensuring all legal requirements are met for each assignment
Authors
Assigned Rights
Assignment
Assignment Certificate
Assignment Date
Assignment Notice
Business Day
Claim
Completion Date
Confidential Information
Cut-off Date
Default
Effective Date
Eligible Rights
Encumbrance
Event of Default
Excluded Rights
Framework Period
Governmental Authority
Individual Assignment
Law
Material Adverse Effect
Notice
Parties
Permitted Assignment
Purchase Price
Receivables
Related Rights
Representatives
Security Interest
Specified Assignment
Standard Terms
Termination Date
Third Party
Third Party Consent
Transfer Documentation
Underlying Agreement
Underlying Debtor
Valid Claim
Working Day
Definitions
Interpretation
Assignment Framework
Assignment Process
Consideration
Representations and Warranties
Covenants
Conditions Precedent
Notice Requirements
Documentation Requirements
Payment Terms
Security Interests
Indemnification
Confidentiality
Data Protection
Intellectual Property
Regulatory Compliance
Force Majeure
Term and Duration
Termination
Consequences of Termination
Assignment and Transfer
Third Party Rights
Amendments
Waivers
Severability
Entire Agreement
Notices
Costs and Expenses
Tax
Further Assurance
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Banking
Insurance
Technology
Manufacturing
Professional Services
Real Estate
Energy
Infrastructure
Healthcare
Telecommunications
Asset Management
Legal
Finance
Treasury
Risk Management
Compliance
Operations
Commercial
Business Development
Credit Administration
Portfolio Management
Corporate Secretariat
Legal Counsel
Contract Manager
Chief Legal Officer
Finance Director
Chief Financial Officer
Treasury Manager
Risk Manager
Compliance Officer
Business Development Manager
Portfolio Manager
Operations Director
Commercial Director
Account Manager
Credit Manager
Corporate Secretary
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