Assignment of Contract

This Assignment of Contract ("Assignment") is entered into as of [____________] by and between [Assignor Name] ("Assignor") and [Assignee Name] ("Assignee"). Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under that certain [Agreement Title] dated [____________] between Assignor and [Other Party Name] ("Other Party") (the "Contract"), including all rights to receive payments, enforce obligations, assert claims, and exercise remedies under the Contract, effective as of [the date hereof / [____________]] (the "Assignment Effective Date"). Assignee hereby accepts the foregoing assignment.

In connection with the assignment of rights, Assignee also hereby assumes and agrees to perform all duties, obligations, and liabilities of Assignor arising under the Contract on or after the Assignment Effective Date (the "Assumed Obligations"). Assignor shall remain liable for all obligations arising under the Contract prior to the Assignment Effective Date (the "Retained Obligations"). Notwithstanding the foregoing, if any obligation under the Contract is not capable of assignment or assumption without the consent of the Other Party, such obligation shall remain with Assignor until the requisite consent is obtained, and Assignee shall cooperate with Assignor to obtain such consent promptly.

Assignor represents and warrants to Assignee that: (a) Assignor is the sole owner of all rights being assigned hereunder and has not previously assigned, pledged, hypothecated, or otherwise encumbered such rights; (b) the Contract is in full force and effect, has not been materially modified except as disclosed to Assignee in writing, and constitutes a valid and binding obligation of Assignor and, to Assignor's knowledge, the Other Party; (c) Assignor is not in default under the Contract and, to Assignor's knowledge, no event has occurred that, with the passage of time or the giving of notice, would constitute a default; (d) [the Contract does not prohibit assignment without the Other Party's consent / the Other Party has consented to this Assignment as evidenced by the written consent attached hereto as Exhibit A]; and (e) Assignor has the full legal right, power, and authority to execute this Assignment and to assign the rights described herein.

The written consent of [the Other Party / all required third parties], if required under the Contract, is attached hereto as Exhibit A. [The Other Party has confirmed in writing that: (a) it consents to the assignment of the Contract to Assignee; (b) it will recognize Assignee as the successor party to the Contract as of the Assignment Effective Date; (c) it is not aware of any existing default by Assignor under the Contract; and (d) all conditions to the assignment required under the Contract have been satisfied.] In the event that the Other Party's consent is required but has not been obtained as of the date hereof, this Assignment shall not be effective with respect to any obligation requiring such consent until consent is obtained in writing.

Assignee agrees to: (a) perform all Assumed Obligations from and after the Assignment Effective Date as if Assignee had been an original party to the Contract; (b) indemnify, defend, and hold harmless Assignor from and against any claim, liability, loss, cost, or expense arising from Assignee's failure to perform any Assumed Obligation; and (c) provide Assignor with prompt written notice of any dispute, claim, or demand relating to the Contract that Assignee receives after the Assignment Effective Date. Assignor agrees to indemnify, defend, and hold harmless Assignee from and against any claim, liability, loss, cost, or expense arising from Assignor's failure to perform any Retained Obligation or from any breach by Assignor of any representation or warranty set forth herein.