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Liability Assumption Agreement

Liability Assumption Agreement Template for Singapore

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Key Requirements PROMPT example:

Liability Assumption Agreement

"Need a Liability Assumption Agreement for our Singapore subsidiary to take over all existing project liabilities from our parent company, including ongoing construction warranties and employee benefit obligations, effective from March 1, 2025."

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What is a Liability Assumption Agreement?

The Liability Assumption Agreement is a crucial document used when one party needs to formally take over specific obligations or liabilities from another party under Singapore law. This agreement is commonly used in corporate restructuring, asset sales, project handovers, or debt assumptions. The document clearly defines the scope of assumed liabilities, conditions of assumption, and ensures compliance with Singapore's legal requirements including the Civil Law Act and Unfair Contract Terms Act. It provides legal certainty and protection for all parties involved by clearly documenting the terms and conditions of the liability transfer.

What sections should be included in a Liability Assumption Agreement?

1. Parties: Identification of the assuming party and the party transferring liability

2. Background: Context of the liability assumption and related circumstances

3. Definitions: Key terms used throughout the agreement

4. Scope of Assumed Liability: Detailed description of liabilities being assumed

5. Terms of Assumption: Conditions and mechanisms of the liability transfer

6. Duration: Period for which the assumption remains valid

7. Governing Law: Specification of Singapore law as governing law

What sections are optional to include in a Liability Assumption Agreement?

1. Insurance Requirements: Optional section specifying insurance obligations of the assuming party when specific coverage is required

2. Security Provisions: Optional section detailing additional security or guarantees when additional financial security is needed

3. Step-in Rights: Optional section covering rights to intervene in certain circumstances, typically used in complex commercial arrangements

What schedules should be included in a Liability Assumption Agreement?

1. Schedule of Assumed Liabilities: Detailed list of specific liabilities being assumed

2. Schedule of Excluded Liabilities: List of liabilities specifically excluded from assumption

3. Financial Schedule: Financial details and payment terms if applicable

4. Insurance Schedule: Required insurance coverage details

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Industries

Civil Law Act: Primary legislation governing contract law in Singapore (Cap. 43), providing the fundamental framework for contract formation and enforcement

Contracts (Rights of Third Parties) Act 2001: Legislation governing how third parties may enforce terms of a contract, relevant for liability assumption agreements involving multiple parties

Unfair Contract Terms Act: Singapore legislation (Cap. 396) regulating unfair terms in contracts, particularly important for ensuring liability assumptions are reasonable and enforceable

Limitation Act: Legislation (Cap. 163) setting time limits for various types of claims and legal actions in Singapore

Contributory Negligence and Personal Injuries Act: Legislation governing the apportionment of liability in cases involving negligence and personal injury

Consumer Protection (Fair Trading) Act: Legislation protecting consumer rights and regulating fair trading practices, relevant if the liability assumption involves consumer transactions

Supply of Goods Act: Legislation governing contracts for the supply of goods, which may be relevant if the liability assumption relates to product liability

Singapore Case Law on Liability: Relevant court decisions and precedents from Singapore courts regarding liability assumption and transfer

Enforceability Requirements: Legal requirements for making the agreement enforceable including clear identification of parties, precise scope of liability, and valid consideration

Notice Requirements: Legal obligations regarding proper notice and disclosure in liability assumption agreements under Singapore law

Dispute Resolution Framework: Legal framework for resolving disputes under Singapore law, including court jurisdiction and alternative dispute resolution options

Severability Provisions: Legal principles governing the severability of contract provisions if certain terms are found to be unenforceable

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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