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Assignment Of Subcontract Agreement
"I need an Assignment of Subcontract Agreement for transferring our IT infrastructure maintenance subcontract to a new service provider effective March 1, 2025, with specific provisions for data protection and employee transfer."
1. Parties: Identification of all involved parties: Main Contractor, Original Subcontractor (Assignor), and New Subcontractor (Assignee)
2. Background: Details of the original subcontract, reason for assignment, and context of the transfer
3. Definitions: Key terms used throughout the agreement, including 'Original Subcontract', 'Assignment Date', 'Works', etc.
4. Assignment: Core provisions detailing the transfer of rights and obligations from Original Subcontractor to New Subcontractor
5. Effective Date: Specification of when the assignment takes effect and any conditions precedent
6. Consideration: Details of any payment or consideration for the assignment
7. Consent and Acknowledgment: Main Contractor's formal consent to the assignment and acknowledgment of the New Subcontractor
8. Warranties and Representations: Warranties from all parties, especially regarding authority to assign and capacity to perform
9. Liabilities and Indemnities: Allocation of liabilities between Original and New Subcontractor, including ongoing and historical liabilities
10. Governing Law and Jurisdiction: Confirmation of Austrian law as governing law and jurisdiction for disputes
1. Novation Provisions: Used when the arrangement is structured as a novation rather than pure assignment, creating a new contract
2. Performance Security: Include when new security arrangements or guarantees are required from the New Subcontractor
3. Intellectual Property Rights: Required when the subcontract involves significant IP elements that need specific transfer provisions
4. Employee Matters: Include when the assignment involves transfer of employees or employee-related obligations
5. Transitional Arrangements: Used when there needs to be a handover period or specific transition provisions
6. Data Protection: Include when personal data processing is involved in the subcontract activities
7. Parent Company Guarantee: Include when additional security from the New Subcontractor's parent company is required
1. Original Subcontract: Copy or summary of the subcontract being assigned
2. Outstanding Works: List of remaining works or services to be performed under the subcontract
3. Assignment Consideration: Details of any payments or financial arrangements related to the assignment
4. Existing Claims and Disputes: Schedule of any ongoing claims or disputes under the original subcontract
5. Required Consents: List of all required third-party consents and their status
6. Transferred Assets: Inventory of any physical assets or materials being transferred
7. Form of Notice: Template for notifying relevant parties of the assignment
Authors
Construction
Engineering
Manufacturing
Information Technology
Professional Services
Infrastructure
Energy
Telecommunications
Facilities Management
Real Estate Development
Legal
Procurement
Project Management
Operations
Commercial
Finance
Risk & Compliance
Business Development
Construction Management
Legal Counsel
Contract Manager
Project Manager
Procurement Manager
Commercial Director
Construction Manager
Operations Director
Risk Manager
Compliance Officer
Chief Financial Officer
Business Development Manager
Project Director
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