Assignment and Assumption Agreement Template (US)
Updated on August 8, 2026
An assignment and assumption agreement transfers identified rights or contracts from an assignor to an assignee and states which obligations the assignee assumes. It is common in asset sales, lease transfers, contract portfolios, internal restructurings and financing transactions.
The source template is stronger than many Jotform documents but still too generic. It does not force the drafter to check anti-assignment clauses, required consent, partial transfer, novation, continuing liability, pre-effective obligations or counterparty notice. This master centers those issues.
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Assignment and Assumption Agreement
This Assignment and Assumption Agreement is effective and is between , located at , and , located at .
1. Underlying agreement and transfer review
The underlying agreement, rights or assets are:
The assignment, delegation, change-of-control or consent language has been reviewed as follows:
2. Assignment
Assignor assigns to Assignee all right, title and interest in the following assigned interests:
3. Assumption
Assignee assumes the following obligations from the effective date:
4. Excluded obligations
The following obligations, defaults, claims or liabilities are excluded from Assignee's assumption unless later agreed in writing:
5. Consents and notices
Required consents, approvals, waivers and notices are: . If a required consent has not been obtained, transfer is effective only to the extent permitted by the underlying agreement and applicable law.
6. Consideration
Consideration for the assignment is:
7. Release or novation
The release or novation status is: . Unless the affected counterparty signs a release or novation, Assignor may remain liable under the underlying agreement.
8. Indemnity and cooperation
Indemnity allocation is: . Each party will sign further documents and give notices reasonably needed to complete the assignment and assumption.
Assignor
Date:
Assignee
Date:
Start with the underlying agreement
The first question is not what the assignment says. It is what the underlying contract allows. Many contracts prohibit assignment, permit assignment only with consent, allow assignment of payment rights but not obligations, or treat a change of control as an assignment.
This template requires the user to identify the underlying agreement, quote or summarize the assignment clause and name each consent or notice needed before effectiveness.
That review should happen before the closing date, not after signatures are collected. If consent is a condition to assignment, signing a two-party assignment may create a breach without moving the contract. The template therefore makes consents and notices part of the deal mechanics rather than an administrative afterthought.
Assignment is not always novation
An assignment can transfer rights while leaving the assignor liable for duties. A novation substitutes a new party and releases the old party, but it normally requires consent of all affected parties. The difference matters when performance obligations, defaults or indemnities remain open.
The agreement therefore includes a release/novation election and a warning that the counterparty's signed consent is needed if the assignor is to be fully released.
Define timing and liability split
The effective time controls who is responsible for obligations before and after the transfer. The template separates pre-effective liabilities, post-effective liabilities, known defaults, cure obligations, payment adjustments and excluded obligations.
Without that split, both sides can later argue that a claim belongs to the other period.
Schedules matter
Assignments often fail because the assigned rights are described too broadly. The schedule should list contracts, purchase orders, leases, IP, permits, claims, deposits, data, customer accounts or assets with enough detail to identify them.
For regulated licences, personal-service contracts, government contracts, data transfers or leases, assignment may be restricted or impossible without formal approval.
Operational handoff belongs in the schedule too. Payment instructions, service contacts, renewal dates, notice addresses, open support tickets, customer credits and prepaid amounts can determine whether the assignee can actually perform after the transfer. A legal assignment with no operational handoff is a fragile closing document.
Use with asset purchase closings
In an asset purchase, this agreement is often a closing deliverable. The asset purchase agreement sets the deal; the assignment and assumption document implements transfer of particular contracts and obligations.
This is why the page cross-links to asset purchase instead of merging the two families. They work together but answer different drafting questions.
The assignment should match the purchase agreement schedules exactly. If the purchase agreement says the buyer assumes only listed contracts, the assignment should not use wider language. If a consent excludes release of the seller, the assumption agreement should not promise a release that the counterparty never gave.
Clause-by-clause guide
- Underlying agreement
- Identifies the contract, lease, permit, rights or asset being transferred.
- Assignment
- Transfers specified rights, title, interests and benefits.
- Assumption
- States which duties and liabilities the assignee accepts from the effective time.
- Excluded obligations
- Keeps pre-effective, known-default or other excluded liabilities with assignor.
- Consent
- Names required counterparty, landlord, lender, agency or other approvals.
- Novation or release
- States whether assignor remains liable or is released by a signed third-party consent.
- Indemnity
- Allocates losses before and after the effective time.
- Further assurances
- Requires extra signatures, notices and documents needed to complete transfer.
US checklist
Check transfer restrictions before signing.
Read the anti-assignment clause
The underlying agreement may prohibit assignment, require consent, restrict delegation of duties or treat change of control as assignment.
Get required consents before effectiveness
Counterparty, landlord, lender, agency, franchisor, customer or vendor consent may be a condition to transfer.
Do not call it novation unless all parties agree
A release of the assignor from future duties generally requires the obligee's consent, not just an agreement between assignor and assignee.
Separate rights from obligations
Payment rights, claims and benefits may transfer differently from performance duties, defaults and indemnities.
Check regulated or personal contracts
Government contracts, licences, leases, professional services, insurance policies, privacy-sensitive data and personal-service agreements can have special transfer limits.
Coordinate with purchase documents
If part of an asset sale, match the assigned contracts and assumed liabilities to the asset purchase agreement schedules.
Give notices and update records
After effectiveness, send required notices, update payment instructions, contract records and operational contacts.
How to complete the agreement
- Identify the underlying rights. List each contract, lease, claim, asset or right being transferred.
- Check transfer language. Read the assignment, delegation, change-of-control and consent provisions.
- Set effective time. Choose when rights transfer and when assumed obligations begin.
- Get consents. Attach signed consents or make them closing conditions.
- Send notices. Notify counterparties and update payment, service and contract records.
Frequently asked questions
What is assigned in an assignment and assumption agreement?
Only the rights, interests, contracts or assets described in the agreement or schedules. Vague descriptions create disputes, so list the underlying agreements clearly.
What does assumption mean?
Assumption means the assignee agrees to perform specified obligations or accept specified liabilities, usually from the effective time forward.
Is assignment the same as novation?
No. Assignment transfers rights and sometimes delegates duties, but novation substitutes a party and releases the old one. Novation usually requires consent of all affected parties.
Can a contract be assigned without consent?
Sometimes, but many contracts restrict assignment or delegation. Always read the underlying contract before signing the assignment.
Who is responsible for pre-transfer defaults?
The agreement should say. Usually the assignor keeps pre-effective liabilities and the assignee takes post-effective obligations, but the parties can allocate differently if lawful.
Is this used in asset purchases?
Yes. It is often a closing deliverable that transfers selected contracts or rights listed in an asset purchase agreement.
Should the counterparty sign?
If consent, release or novation is needed, yes. A two-party assignment may not bind the counterparty to release the assignor.
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Disclaimer
This template and guide are for general information only. They are not legal, tax, accounting, employment, advertising, securities, filing, or professional advice, and no attorney or government agency has reviewed or approved them. Check the law and filing practice for your state and transaction before relying on a document.
