Assignment Agreement Template

"Agreement" means this Assignment Agreement, including all amendments made in accordance with its terms.

"Assigned Contract" means the [title of underlying contract] dated [date], entered into between the Assignor and the Counterparty, together with all amendments, supplements, side letters, purchase orders, work orders, statements and other instruments modifying or issued under it, in each case as disclosed in writing to the Assignee prior to the Signing Date and as in effect on the Signing Date.

"Assigned Rights" means all of the Assignor's rights, title, benefits, claims, remedies, options, privileges and interests arising under or in connection with the Assigned Contract, whether accrued, vested, contingent or future, including all rights to receive payment, performance, deliverables, credits, deposits and refunds, and all rights to bring or continue claims for breach.

"Assumed Obligations" means all duties, obligations and liabilities of the Assignor under the Assigned Contract that are to be performed or that first arise, accrue or relate to periods on or after the Effective Date, excluding in all cases the Excluded Liabilities.

"Excluded Liabilities" means all duties, obligations and liabilities of the Assignor, whether known or unknown, arising under or relating to the Assigned Contract that arise from, accrued in respect of, or relate to any act, omission, event, breach, default or circumstance occurring or existing before the Effective Date, including any liability arising from the Assignor's breach of this Agreement, and any taxes, penalties or interest attributable to periods before the Effective Date.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to be closed.

"Closing" means the completion of the transfer of the Assigned Contract from the Assignor to the Assignee in accordance with Section 4 of this Agreement.

"Consent" means the written, unconditional consent of the Counterparty to the assignment and assumption of the Assigned Contract contemplated by this Agreement, in form and substance reasonably satisfactory to the Assignee, which includes the Counterparty's confirmation of the matters set forth in this Agreement regarding the absence of defaults and its release of the Assignor only to the extent provided herein.

"Effective Date" means the date on which the Closing occurs, being the date specified in Section 4 following satisfaction or waiver of the conditions precedent set forth in this Agreement.

"Purchase Price" means the aggregate amount of [total amount in words and figures] [currency], payable by the Assignee to the Assignor in accordance with Section 5.

"Records" means all originals and copies, in any form or medium, of the Assigned Contract, correspondence with the Counterparty, invoices, payment records, performance reports, notices, approvals, licenses, permits, work product and other documents and data relating to the Assigned Contract.

"Losses" means all losses, liabilities, damages, judgments, settlements, fines, penalties, costs and expenses of any kind, including reasonable attorneys' fees and costs of investigation and enforcement.

"Long-Stop Date" means [date], or such later date as the Parties may agree in writing.

In this Agreement, unless the context otherwise requires: references to Sections are to sections of this Agreement; headings are for convenience only and do not affect interpretation; the words "including" and "includes" mean "including without limitation"; the singular includes the plural and vice versa; references to a person include its successors and permitted assigns; and references to "writing" include email only where expressly stated.

No provision of this Agreement shall be construed against a Party by reason of that Party having drafted it, and the Parties acknowledge that each has been represented by or had the opportunity to consult counsel of its choosing.

Subject to the satisfaction or waiver of the conditions set forth in this Agreement, with effect from the Effective Date the Assignor hereby irrevocably assigns, transfers, conveys and delivers to the Assignee all of the Assignor's right, title and interest in, to and under the Assigned Contract, including all Assigned Rights, free and clear of any lien, charge, encumbrance, security interest, set-off or adverse claim.

With effect from the Effective Date, the Assignee hereby accepts the assignment and assumes, and agrees to pay, perform and discharge when due, the Assumed Obligations in accordance with the terms of the Assigned Contract. The Assignee does not assume, and shall have no liability for, any Excluded Liabilities.

The Parties intend that the assignment constitute a complete transfer of the Assigned Contract, such that from the Effective Date the Assignee shall be substituted for the Assignor as a party to the Assigned Contract for all purposes, and the Assignee shall be entitled to exercise all rights and remedies of the Assignor thereunder.

The Assignor shall retain responsibility for the Excluded Liabilities and shall pay, perform and discharge them when due. Nothing in this Agreement shall be construed as an assumption by the Assignee of any liability arising from a breach, default or non-compliance by the Assignor occurring before the Effective Date, whether or not asserted before or after the Effective Date.

To the extent that any Assigned Right accrued before the Effective Date but has not been satisfied, including any right to receive goods, services, credits, rebates or refunds, such right shall be included in the Assigned Rights unless the Parties otherwise agree in writing, and any amounts received by the Assignor in respect thereof after the Effective Date shall be held in trust for the Assignee and remitted within [number] Business Days of receipt.

The Assignor shall not, before the Effective Date, assign, pledge, encumber, amend, waive any right under, or otherwise deal with the Assigned Contract or any Assigned Right in any manner inconsistent with this Agreement.

If any right or benefit under the Assigned Contract is not capable of assignment despite receipt of the Consent, the Assignor shall hold such right or benefit on trust for the Assignee and shall, at the Assignee's direction and at the Assignor's cost, enforce it for the Assignee's benefit and account to the Assignee for all proceeds.

The Parties acknowledge that the Assigned Contract requires the prior consent of the Counterparty to its assignment and that, as of the Signing Date, the Consent has not been obtained. The obligation of the Assignee to proceed to the Closing is conditional upon receipt of the Consent.

The Assignor shall, at its own cost and expense, use its best efforts to obtain the Consent as promptly as practicable and in any event prior to the Long-Stop Date. The Assignor shall keep the Assignee fully and promptly informed of all communications with the Counterparty and shall provide the Assignee with copies of all correspondence relating to the Consent.

The Assignor shall not make any request, offer any concession, pay any consideration, or agree to any amendment of the Assigned Contract in connection with obtaining the Consent without the prior written approval of the Assignee. Any fee, payment or concession required by the Counterparty as a condition of the Consent shall be borne exclusively by the Assignor, unless the Assignee has agreed otherwise in writing.

The Assignee shall be entitled to participate in any meeting or substantive communication with the Counterparty relating to the Consent and shall provide such information regarding its business and financial standing as the Counterparty may reasonably request, subject to the confidentiality provisions of this Agreement.

The Consent shall be in writing, shall be unconditional or subject only to conditions acceptable to the Assignee in its sole discretion, and shall confirm that: (a) the Assigned Contract is in full force and effect; (b) no default, breach or dispute exists thereunder; and (c) no amount is owed by either party thereunder except as specified in the Consent.

In addition to the Consent, the Closing is conditional upon: the Assignor's representations and warranties being true and correct in all respects on the Signing Date and the Effective Date; the Assignor having performed all covenants required to be performed by it prior to the Effective Date; and the absence of any order, injunction or proceeding restraining or challenging the assignment.

The conditions set forth in this Section are for the sole benefit of the Assignee, which may waive any of them, in whole or in part, by written notice to the Assignor. The Assignor may not waive any condition.

The Closing shall take place remotely by electronic exchange of documents on the [number] Business Day following the date on which the conditions set forth in Section 3 have been satisfied or waived, or at such other time and place as the Parties may agree in writing. The date on which the Closing occurs shall be the Effective Date, and the assignment shall take effect as of [time] on that date.

At or prior to the Closing, the Assignor shall deliver to the Assignee: (a) a copy of the Consent duly executed by the Counterparty; (b) a certificate signed by an authorized officer of the Assignor confirming that the representations and warranties of the Assignor are true and correct as of the Effective Date; (c) the Records in the Assignor's possession or control; and (d) evidence of the corporate approvals of the Assignor authorizing this Agreement.

At or prior to the Closing, the Assignee shall deliver to the Assignor: (a) a certificate of an authorized officer of the Assignee confirming the corporate approvals of the Assignee authorizing this Agreement; and (b) the first installment of the Purchase Price in accordance with Section 5.

The Parties shall execute and deliver a confirmatory notice of assignment, in a form reasonably acceptable to both Parties and the Counterparty, evidencing the transfer of the Assigned Contract as of the Effective Date.

If the Effective Date has not occurred on or before the Long-Stop Date, this Agreement shall be subject to Section 13, and neither Party shall have any obligation to effect the Closing except as provided therein.

Risk of loss, and all benefits and burdens of the Assigned Contract, shall pass to the Assignee on the Effective Date. Until the Effective Date, the Assignor shall continue to perform the Assigned Contract in the ordinary course at its own cost and risk.

All Closing deliveries shall be deemed to occur simultaneously, and none shall be deemed completed until all have been completed or waived by the Party entitled to receive them.

In consideration of the assignment, the Assignee shall pay the Assignor the Purchase Price in [number] installments, as follows: [first installment amount and due date, being payable on the Effective Date]; [second installment amount and due date]; and [further installments, amounts and due dates, if any].

Each installment shall be payable by wire transfer of immediately available funds to the bank account designated in writing by the Assignor: [bank account details], within [number] Business Days after receipt of a correct invoice from the Assignor for the relevant installment. No installment shall fall due before the Effective Date.

No installment shall bear interest, and the Assignor shall not be entitled to accelerate the Purchase Price, except as expressly provided in this Section. The Assignee may prepay any or all remaining installments at any time without premium or penalty.

The Assignee shall be entitled to set off against any installment any amount owed by the Assignor to the Assignee under this Agreement, including any amount for which the Assignee is entitled to indemnification under Section 11, whether or not finally determined, provided the Assignee has notified the Assignor in writing of the basis for the set-off. Any amount withheld in good faith shall not constitute a default.

The Assignee may withhold payment of any installment, without liability, for so long as (a) the Assignor is in breach of any representation, warranty or covenant, or (b) any claim has been asserted by the Counterparty relating to a matter occurring before the Effective Date, until such breach is cured or such claim is resolved to the Assignee's reasonable satisfaction.

All amounts payable under this Agreement are stated exclusive of value added, sales or similar transfer taxes, which shall, if applicable, be borne by the Assignor and shall be itemized on the Assignor's invoice. Each Party shall bear its own income taxes. If the Assignee is required by law to withhold any tax from any payment, it may do so and shall be deemed to have paid the amount withheld to the Assignor.

If the Assignee fails to pay an undisputed installment when due and such failure continues for [number] Business Days after written notice from the Assignor, interest shall accrue on the overdue amount at the rate of [percentage] per annum from the due date until payment, which shall be the Assignor's sole remedy for late payment, in addition to its right to terminate under Section 13 if the failure continues for a further [number] days.

Except as otherwise provided in this Agreement, all rights, benefits, income, charges, fees and expenses under the Assigned Contract shall be apportioned between the Parties as of 12:00 a.m. on the Effective Date, such that the Assignor is responsible for and entitled to those attributable to the period before the Effective Date, and the Assignee is responsible for and entitled to those attributable to the period from and after the Effective Date.

The Assignor shall remain solely liable for, and shall pay and discharge when due, all Excluded Liabilities, including any amounts payable to the Counterparty or to third parties in respect of goods, services or performance rendered or due before the Effective Date.

Any prepayment, deposit, advance or credit paid by the Assignor to the Counterparty under the Assigned Contract for performance to be rendered on or after the Effective Date shall be transferred to the Assignee as part of the Assigned Rights without additional consideration, unless otherwise stated in [description of agreed adjustment].

Any prepayment or advance received by the Assignor from the Counterparty for performance to be rendered on or after the Effective Date shall be paid over to the Assignee within [number] Business Days of the Effective Date, and the Assignee's obligation to perform shall be limited to the extent of the amount so paid over.

Any amount received by a Party after the Effective Date to which the other Party is entitled under this Section shall be held in trust for the other Party and remitted within [number] Business Days, without set-off, except as permitted by Section 5.

If the Counterparty asserts a claim against the Assignee for any matter constituting an Excluded Liability, the Assignee shall notify the Assignor, and the Assignor shall promptly satisfy such claim or, at the Assignee's election, reimburse the Assignee for its satisfaction thereof.

Within [number] days after the Effective Date, the Assignor shall deliver a statement of apportionments in reasonable detail, and the Parties shall cooperate in good faith to settle any balance payable within [number] Business Days of agreement on such statement. Any disagreement shall be resolved pursuant to Section 16.

On the Effective Date, or such earlier date as the Assignee may request, the Assignor shall deliver to the Assignee all Records, in their original form where available, and shall retain no copies except as required by law, in which case copies shall remain subject to Section 14.

The Assignor shall, for a period of [number] months following the Effective Date, provide the Assignee with such transitional assistance as the Assignee reasonably requests to enable an orderly transition of the Assigned Contract, including introductions to the Counterparty's personnel, training of the Assignee's personnel, and responses to inquiries regarding the history and performance of the Assigned Contract.

The transitional assistance described in this Section shall be provided at no additional charge for the first [number] hours per month. Further assistance requested by the Assignee shall be charged at the rate of [amount] [currency] per hour, subject to the Assignee's prior written approval of the estimated time.

The Assignor shall promptly, and in any event within [number] Business Days, forward to the Assignee any notice, invoice, communication or payment received from the Counterparty or any third party relating to the Assigned Contract after the Effective Date.

The Assignor shall notify the Counterparty, jointly with the Assignee, of the assignment and of the Assignee's contact and payment details, promptly after the Effective Date, and shall instruct the Counterparty to direct all future communications and payments to the Assignee.

The Assignor shall provide the Assignee with reasonable access, upon notice, to any employees, agents or advisors of the Assignor with knowledge of the Assigned Contract, and shall provide such information as the Assignee requires for its performance of the Assumed Obligations.

Each Party shall preserve the Records in its possession which relate to pre-Effective Date periods for at least [number] years after the Effective Date, and shall give the other Party reasonable access to them to the extent necessary for tax, audit, regulatory or dispute purposes.

The Assignor represents and warrants to the Assignee, as of the Signing Date and as of the Effective Date, that: it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform this Agreement.

This Agreement has been duly authorized, executed and delivered by the Assignor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. Subject only to the Consent, the execution and performance of this Agreement do not and will not conflict with its constitutional documents, any law, order or agreement binding on it, or require any other consent, approval or notice.

The Assignor is the sole legal and beneficial owner of the Assigned Contract and the Assigned Rights, free and clear of any lien, charge, encumbrance, option, assignment or adverse claim, and has not previously assigned, transferred, pledged or otherwise disposed of any interest in the Assigned Contract.

The Assigned Contract is in full force and effect, is valid, binding and enforceable against the Assignor and, to the Assignor's knowledge, the Counterparty, and has not been terminated, rescinded, suspended or repudiated, and no notice of termination, non-renewal or intention to terminate has been given or received.

The Assignor has delivered to the Assignee a true, complete and correct copy of the Assigned Contract and of all amendments, waivers, side letters and other instruments relating thereto, and there are no other agreements, arrangements or understandings, written or oral, between the Assignor and the Counterparty relating to its subject matter.

The Assignor has duly performed all of its obligations under the Assigned Contract required to be performed to date, and there exists no breach, default or event or circumstance which, with notice or lapse of time or both, would constitute a breach or default by the Assignor or, to the Assignor's knowledge, by the Counterparty.

There is no pending or, to the Assignor's knowledge, threatened claim, dispute, litigation, arbitration, audit, investigation or proceeding relating to the Assigned Contract, and no circumstance exists that would reasonably be expected to give rise to any of the foregoing. The Assignor has not received any notice of claim, set-off, counterclaim, penalty, or request for indemnification from the Counterparty.

All amounts due and payable by either party under the Assigned Contract up to the Effective Date have been paid in full, and no amount is subject to any dispute, set-off, abatement or deferral. The Assignor has not granted any waiver, concession, discount or extension under the Assigned Contract.

The Assignor is not insolvent, has not commenced or been subject to any bankruptcy, liquidation, reorganization or similar proceeding, and the assignment under this Agreement is not made with intent to hinder, delay or defraud any creditor and will not render the Assignor insolvent.

No representation or warranty of the Assignor in this Agreement, and no statement in any certificate or document delivered by it hereunder, contains any untrue statement of material fact or omits any material fact necessary to make it not misleading. The Assignee's rights in respect of these warranties shall not be affected by any investigation made by or on behalf of the Assignee, or by its knowledge acquired at any time.

The Assignee represents and warrants to the Assignor, as of the Signing Date and as of the Effective Date, that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

The Assignee has the corporate power and authority to enter into and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by the Assignee and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable laws affecting creditors' rights generally.

Subject to the receipt of the Consent, the execution and performance of this Agreement by the Assignee do not violate its constitutional documents or any law or order binding on it.

The Assignee is entering into this Agreement for business purposes and has the financial capacity to pay the Purchase Price in accordance with Section 5, subject to the terms of this Agreement.

The Assignee acknowledges that, except for the representations and warranties expressly set forth in this Agreement and in any certificate or document delivered pursuant hereto, the Assignor makes no other express representation or warranty. Nothing in this Section shall limit any claim in respect of fraud or willful misconduct, or the Assignee's rights under Section 8, Section 11 or any other provision of this Agreement.

From the Signing Date until the earlier of the Effective Date and the termination of this Agreement, the Assignor shall perform all of its obligations under the Assigned Contract diligently, in accordance with its terms and in the ordinary course, and shall maintain the Assigned Contract in full force and effect.

The Assignor shall not, without the prior written consent of the Assignee: (a) amend, supplement, waive any right under, renew, extend or terminate the Assigned Contract; (b) assign, transfer, pledge or encumber any interest in it; (c) settle or compromise any claim relating to it; or (d) take or omit to take any action that would cause any representation or warranty of the Assignor to be untrue at the Effective Date.

The Assignor shall promptly, and in any event within [number] Business Days, notify the Assignee in writing of: any notice or communication received from the Counterparty; any actual or threatened breach, default, claim or dispute; any event that would reasonably be expected to prevent or delay the satisfaction of any condition; and any fact or circumstance that renders or would render any representation or warranty untrue or misleading.

No notice given by the Assignor pursuant to this Section shall be deemed to cure any breach of, or amend, any representation, warranty or covenant, or to limit the remedies of the Assignee, including its right to terminate this Agreement under Section 13.

The Assignor shall give the Assignee and its representatives reasonable access, during normal business hours and upon reasonable notice, to the Records and to the personnel of the Assignor with knowledge of the Assigned Contract.

The Assignor shall not, and shall procure that its affiliates do not, solicit, negotiate or enter into any agreement with the Counterparty or any third party regarding any transaction inconsistent with the assignment contemplated herein.

The Assignor shall pay all fees, costs and expenses incurred by it in connection with this Agreement and the Consent, including advisors' fees.

The Assignor shall indemnify, defend and hold harmless the Assignee, its affiliates and their respective directors, officers, employees, agents, successors and assigns (the "Assignee Indemnitees") from and against any and all Losses suffered or incurred by any of them arising out of or in connection with: (a) any breach or inaccuracy of any representation or warranty of the Assignor in this Agreement or in any certificate delivered hereunder; (b) any breach of any covenant or obligation of the Assignor; and (c) any Excluded Liability.

The Assignor shall further indemnify the Assignee Indemnitees against any Losses arising from any claim by the Counterparty or any third party relating to any act, omission, event or circumstance occurring or existing prior to the Effective Date, regardless of when such claim is asserted and whether or not disclosed to the Assignee.

The Assignee shall indemnify and hold harmless the Assignor and its directors, officers and employees from and against Losses arising out of any failure of the Assignee to perform the Assumed Obligations after the Effective Date, except to the extent such Losses arise from a matter for which the Assignor is obliged to indemnify under this Section or from the Assignor's breach of this Agreement.

A Party seeking indemnification (the "Indemnified Party") shall give the indemnifying Party (the "Indemnifying Party") written notice of any third-party claim within [number] days after becoming aware of it. Failure to give timely notice shall relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced thereby.

The Indemnifying Party may assume the defense of a third-party claim with counsel reasonably acceptable to the Indemnified Party, provided that it acknowledges in writing its indemnification obligation. The Indemnified Party may participate in the defense at its own expense, and may assume control of the defense at the Indemnifying Party's expense if the Indemnifying Party fails to diligently defend, or if a conflict of interest exists. The Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent unless the settlement involves only monetary relief paid in full by the Indemnifying Party and includes an unconditional release of the Indemnified Party.

Indemnification payments shall be made within [number] Business Days after written demand accompanied by reasonable supporting detail. Amounts payable by the Assignor and not paid when due may be set off by the Assignee in accordance with Section 5.

The rights of the Assignee Indemnitees under this Section are cumulative with, and in addition to, any other rights or remedies available under this Agreement or applicable law, and shall survive the Closing and any termination of this Agreement.

Subject to the following paragraphs, neither Party shall be liable to the other for any indirect or consequential loss, or for loss of profit to the extent such loss was not reasonably foreseeable at the Signing Date, provided that Losses arising from third-party claims, and amounts that constitute direct damage, shall in all cases be recoverable.

The aggregate liability of the Assignee under or in connection with this Agreement, other than its obligation to pay the unpaid portion of the Purchase Price when due, shall not exceed the portion of the Purchase Price actually paid to the Assignor as of the date the claim arose.

The aggregate liability of the Assignor shall not be limited by the foregoing paragraph, and any cap on the liability of the Assignor shall be no lower than [percentage] percent of the Purchase Price, provided that no cap shall apply to liability arising from breach of the representations and warranties set forth in Section 8, any Excluded Liability, fraud, fraudulent misrepresentation, willful misconduct, gross negligence, or breach of Section 14.

No limitation of liability in this Agreement shall apply to the extent it would exclude or restrict liability that cannot be excluded or restricted under applicable law, including liability for fraud, death or personal injury.

Claims for breach of the representations and warranties in Section 8 may be brought at any time within [number] years after the Effective Date, except that claims relating to ownership, authority, and Excluded Liabilities may be brought at any time prior to the expiry of the applicable statute of limitation plus [number] months.

Each Party shall take reasonable steps to mitigate any Loss for which it claims indemnification, provided that the Assignee shall not be required to commence litigation against the Counterparty or any third party as a condition to recovery from the Assignor.

This Agreement may be terminated at any time prior to the Effective Date: (a) by mutual written agreement of the Parties; (b) by the Assignee, by written notice to the Assignor, if the Consent has not been obtained by the Long-Stop Date; (c) by the Assignee, by written notice, if the Counterparty refuses the Consent or conditions it upon terms unacceptable to the Assignee; or (d) by the Assignee, by written notice, if the Assignor has breached any representation, warranty or covenant, and such breach is incapable of cure or is not cured within [number] days after notice.

The Assignor may terminate this Agreement prior to the Effective Date by written notice if the Assignee fails to pay the first installment of the Purchase Price when due and such failure continues for [number] Business Days after written notice from the Assignor, provided the Assignor is not itself in breach and the conditions in Section 3 have been satisfied.

If the Consent has not been obtained, the Assignee may, in its sole discretion and in lieu of terminating, elect by written notice to (a) extend the Long-Stop Date by up to [number] days, or (b) require that the Parties proceed with the Closing and that the Assignor continue to perform the Assigned Contract for the benefit of the Assignee on the basis of a back-to-back arrangement, to the extent permitted by the Assigned Contract and applicable law, until the Consent is obtained, in which case Section 2 shall apply.

Upon termination, this Agreement shall become void and of no further effect, except that Section 1, this Section, Section 11, Section 12, Section 14, Section 16 and Section 17, and any liability for a breach occurring prior to termination, shall survive.

If this Agreement is terminated, the Assignor shall refund to the Assignee, within [number] Business Days, all amounts paid by the Assignee under this Agreement, together with interest at the rate set out in Section 5, and the Assignor shall reimburse the Assignee for its reasonable and documented out-of-pocket costs incurred in connection with this Agreement where termination results from the Assignor's breach or failure to obtain the Consent.

Failure to obtain the Consent shall not, of itself, constitute a breach by the Assignee, and the Assignee shall have no liability to the Assignor by reason thereof.

Each Party shall retain all rights and remedies available to it in respect of any breach of this Agreement by the other Party occurring prior to termination.

Each Party shall keep confidential, and shall not disclose to any third party or use for any purpose other than the performance of this Agreement, the terms of this Agreement and any non-public information received from the other Party in connection with it ("Confidential Information").

Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully known to the receiving Party before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

A Party may disclose Confidential Information to its directors, officers, employees, affiliates, financing sources, insurers, professional advisors and prospective acquirers who need to know it and are bound by confidentiality obligations no less protective than those herein, and shall be liable for any breach by such persons.

A Party may disclose Confidential Information to the extent required by law, regulation, court order or the rules of a stock exchange, provided it gives the other Party prompt prior notice (where lawful) and discloses only the portion legally required.

The Assignor acknowledges that, from the Effective Date, all information relating to the Assigned Contract, including the Records, shall be Confidential Information of the Assignee, and the Assignor shall not use or disclose it except as required by law or to enforce its rights under this Agreement. Disclosure to the Counterparty to the extent necessary to obtain the Consent shall be permitted, subject to Section 3.

The obligations in this Section shall survive for [number] years after the termination or completion of this Agreement. Each Party acknowledges that breach of this Section may cause irreparable harm for which damages would be inadequate, and that the other Party shall be entitled to seek injunctive relief without proof of actual damages or the posting of a bond.

Each Party shall, at the request of the other and without further consideration, execute and deliver such further instruments and take such further actions as may be reasonably necessary to give full effect to this Agreement and the assignment and assumption of the Assigned Contract.

The Assignor shall, at its own cost and at any time after the Effective Date, execute any further document, notice or confirmation, and shall take any action reasonably requested by the Assignee, to perfect, evidence, record or enforce the Assignee's title to the Assigned Contract and the Assigned Rights, or to defend the Assignee's rights against any claim.

The Assignor irrevocably appoints the Assignee as its attorney-in-fact, effective from the Effective Date, with full power of substitution, for the limited purpose of enforcing the Assigned Rights in the Assignor's name where necessary, and acknowledges that this appointment is coupled with an interest and is irrevocable.

If the Counterparty or any governmental or regulatory authority requires any additional notice, filing, registration or confirmation in connection with the assignment, the Assignor shall make such filing at its own cost and shall cooperate with the Assignee to ensure that it is promptly completed.

If, after the Effective Date, either Party receives any payment, property or benefit belonging to the other under this Agreement, it shall promptly hold it in trust and deliver it to the other Party.

Each Party shall cooperate in good faith in connection with any claim, audit or proceeding by or against a third party relating to the Assigned Contract, including by providing reasonable access to relevant information and personnel.

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict-of-laws rules.

The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, breach or termination (a "Dispute"), by negotiation between senior executives of the Parties. Either Party may initiate such negotiation by written notice, and if the Dispute is not resolved within [number] days of such notice, either Party may refer the Dispute for final resolution under this Section.

Any Dispute not resolved by negotiation shall be finally resolved by [arbitration under the rules of [arbitral institution] / the courts of [jurisdiction]]. Where arbitration applies, the tribunal shall consist of [number] arbitrator(s), the seat shall be [city, jurisdiction], and the language shall be English. The award shall be final and binding on the Parties.

Where the courts are chosen, the Parties irrevocably submit to the [exclusive / non-exclusive] jurisdiction of the courts of [jurisdiction], and waive any objection to venue or any claim of inconvenient forum.

Notwithstanding the foregoing, either Party may at any time seek interim, injunctive or conservatory relief from any court of competent jurisdiction to protect its rights, including under Section 14 and Section 15, and the Assignee may seek specific performance of the Assignor's obligations hereunder.

The prevailing Party in any proceeding shall be entitled to recover its reasonable attorneys' fees, costs and expenses from the other Party, as determined by the tribunal or court.

Pending resolution of any Dispute, each Party shall continue to perform its obligations under this Agreement, except to the extent such performance is the subject of the Dispute or the Assignee has exercised its rights of withholding or set-off under Section 5.

This Agreement, together with the documents delivered pursuant to it, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, understandings, representations and agreements, whether written or oral, relating thereto.

No amendment of this Agreement shall be effective unless in writing and signed by both Parties. No waiver shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver of it.

The Assignor shall not assign, delegate or transfer any of its rights or obligations under this Agreement without the prior written consent of the Assignee. The Assignee may assign this Agreement or its rights hereunder, in whole or in part, to any affiliate or to any successor to all or substantially all of its business or assets, or to any financing source as collateral, upon written notice to the Assignor.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and the validity, legality and enforceability of the remaining provisions shall not be affected.

All notices under this Agreement shall be in writing and delivered by hand, by internationally recognized courier, or by email with confirmation of transmission, to the addresses set out in the signature section of this Agreement (or such other address as a Party may notify). Notices shall be deemed received upon delivery if by hand or courier, and on the next Business Day after transmission if by email.

Each Party shall bear its own costs and expenses incurred in connection with the negotiation and execution of this Agreement, except as otherwise provided herein. Any transfer, stamp, registration or similar tax or duty arising from the assignment shall be borne by the Assignor.

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties, and, except for the Assignee Indemnitees, no third party shall have any right to enforce any term of this Agreement.

Time is of the essence with respect to the obligations of the Assignor. The representations, warranties, covenants and indemnities contained in this Agreement shall survive the Closing to the extent provided herein.

This Agreement may be executed in any number of counterparts, including by electronic signature or electronically transmitted copies, each of which shall be deemed an original and all of which together shall constitute one instrument.