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Development Agreements

This page provides an overview of development agreements for local governments in Washington State, including examples from cities and counties.

A development agreement is a voluntary contract between a local jurisdiction and a person who owns or controls property within the jurisdiction, detailing the obligations of both parties and specifying the standards and conditions that will govern development of the property. Although the agreements are voluntary, once made they are binding on the parties and their successors.

A development agreement provides assurances to the developer that the development regulations that apply to the project will not change during the term of the agreement. The city or county may impose requirements to mitigate project impacts or require clarification about project phasing and timing of public improvements. RCW 36.70B.170 describes the type of development standards that are appropriate in a development agreement.

Statutory Authority / Legal Requirements

The Local Project Review Act ( Ch. 36.70B RCW ), enacted in 1995, provides specific authority and direction for development agreements. In particular, see RCW 36.70B.210 and WAC 365-196-845 .

Local jurisdictions must hold a public hearing prior to approving a development agreement and may only impose impact fees , dedications, mitigation measures, and standards as authorized by other laws. RCW 36.70B.180 addresses vested rights under a development agreement. For more information, see  Development Agreements: Statutory Requirements, Legal Issues, and Practice Tips (2015), which McCullough Hill, PLLC, has consented to share. (Note that since the presentation is from 2015, a local government should do their own research to ensure they are aware of any new legal developments since 2015.)

Examples of Development Agreements

Small projects.

  • Bellevue Draft WR-SRI 120th LLC Development Agreement (2009) — Phased master development plan for 36-acre mixed use "catalyst" project located in area targeted for revitalization and future light rail service.
  • Clark County Rock Lake Ranch Development Agreement (2017) — Development of storm water facilities on Rock Lake Ranch property to comply with county regulatory standards.
  • Gig Harbor Development Agreement (2000) — A particularly useful template for a development agreement.
  • Issaquah and Costco Wholesale Corporation Development Agreement (2015) — Agreement permitting a 1,500,000 square foot expansion of Costco’s corporate office over a 30-year period.
  • Issaquah Highlands Drive Transit Oriented Development Agreement (2007) — Agreement for 155-unit transit-oriented development project with affordable housing.
  • Mill Creek Development Agreement for Town Center, Phase III (2005) — Well-organized; Assures development of a site consistent with the town center master plan.
  • Pierce County Clarks Creek Farm Draft Development Agreement (2020) — Additional farm development with provisions for traffic impacts and future county purchase of farm property for road extension.
  • Redmond Development with Microsoft Corporation (2007) — Development of a secondary campus in an area subject to a building square footage cap; Addresses density transfer, transportation demand management, and transportation improvements.
  • Snohomish County and Community Transit Development Agreement for Swift BRT (2009) — Defines Bus Rapid Transit (BRT) station as an "essential public facility."

Large or Complex Projects

  • Chelan County Mission Ridge Expansion Development Agreement (2020) — Resort expansion agreement including recreational facilities, lodging, and housing.
  • Clark County Holt/Mill Creek Draft Development Agreement (2019) — Housing development in unincorporated Clark County; includes traffic and transportation considerations.
  • Covington Lakepointe Urban Village Development Agreement (2017) — Urban village development within the King County Urban Growth Area; Plans include housing, public gathering spaces, parks, recreational areas, and retail.
  • Des Moines  and SSI Pacific Place, LLC., Development Agreement (2007) — Redevelopment of a blighted area into an urban community with significant commercial development and regional transportation linkages.
  • Everett Riverfront Redevelopment Agreement (2009) — Cleanup and redevelopment of riverfront brownfield sites into commercial and residential uses.
  • Issaquah Lakeside Industries Development Agreement (2012) — A 123-acre master planned community in the form of an urban village; Involves reclamation of mineral resources site, hillside development, and affordable housing requirements.
  • Jefferson County Pleasant Harbor Marina and Golf Resort Development Agreement (2018) — Golf resort with recreational amenities, conference space, commercial facilities and long- and short-term residential units.
  • Redmond Development Agreement with Group Health Cooperative (2011) — Resolution approving development agreement for property owned by Group Health to turn into a planned mixed-use development with 1.4 million sq. ft. of commercial space.
  • Shoreline Aurora Square/Shoreline Place Community Renewal Area Staff Report on Proposed Development Agreement (2019) — Redevelopment of a former mall complex into a town center community with housing and commercial buildings. Involves improvements to public infrastructure including streets, utilities, transit access, and parks.
  • Tukwila Development Agreement for Tukwila South Development (2009) — 10 million sq. ft. master-planned mixed-use development adjacent to a regional shopping mall.

Other Resources

  • Clark County: Development Agreements Report (2019) — Describes methodology and best practices for creating and processing development agreements.

Amendments, Extension Agreements, and Termination Agreements

Long-term development agreements sometimes require changes as market conditions or other conditions change. Similarly, a developer may need to terminate an agreement if unable to secure financing, or if he wants to do something entirely different with the property. Either party may seek to terminate an agreement if the terms of the agreement have not been met. Most agreements provide some flexibility for such changes, if the parties agree.

  • Bremerton Termination Development Agreement for Port Blakely Properties (2011) —Terminated agreement at request of the developer who wanted to pursue different development of property.
  • King County and Issaquah Third Amendment to Grand Ridge Joint Agreement (2010) —Three-party development agreement amendment involving expanded urban growth area, additional open space, and transfer of development rights.
  • Vancouver Development Agreement Extension between the city and Dale A Haagen and Jaana H. Haagen (2012) — Staff report and amendment extending expiration date of prior agreement because of economic uncertainty.

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Ignite Success with an Effective Assignment and Assumption Agreement: A Comprehensive Guide

LegalGPS : July 27, 2023 at 8:01 AM

Running a successful business is all about staying on top of your game—and that includes being able to navigate legally complex situations with ease. One concept that often comes up in the world of contracts is the assignment and assumption agreement. If you're a business owner who needs a quick yet comprehensive rundown of what an assignment and assumption agreement is and how to create one, you've come to the right place.

In this guide, we'll walk you through the ins and outs of assignment and assumption agreements, and even provide you with a step-by-step explanation of how to put one together. So grab your favorite cup of coffee and let's get started!

Being able to efficiently manage and transfer contractual rights and obligations is crucial for businesses of all sizes. Whether you're selling a portion of your company or entering into a new partnership, having a solid assignment and assumption agreement in place can save you time, resources, and potential legal headaches down the line.

That being said, it's important to ensure that your assignment and assumption agreement is accurate, comprehensive, and tailored to suit your specific needs. And that's where this guide comes in. We'll help you understand the role of assignment and assumption agreements in your business and give you the tools you need to create one with confidence.

What is an Assignment and Assumption Agreement?

Before we dive into the nitty-gritty of creating an assignment and assumption agreement, it's important to understand what it is and why it's important for your business. In simple terms, an assignment and assumption agreement is a legal document that transfers the rights and obligations of one party (the "assignor") in an existing contract to another party (the "assignee"). Essentially, it allows one party to step out of a contract and another party to step in, taking over the original party's rights and responsibilities.

An assignment and assumption agreement typically serves a few key purposes, including:

Transferring ownership or control of assets

Refinancing debt or other financial arrangements

Splitting or consolidating business entities

A well-crafted agreement not only helps ensure a smooth transition but also protects all parties involved from potential misunderstandings and disputes.

The Importance of an Accurate Assignment and Assumption Agreement

Now that you have an idea of what an assignment and assumption agreement entails, let's talk about why it's so important to get it right. Without a solid agreement in place, both the assignor and the assignee can face a whole host of problems, from miscommunications to legal disputes.

For one, an unclear or vague agreement can leave both parties open to misinterpretation and misunderstanding, which can result in disputes down the line. This is especially true when considerable assets or financial interests are at stake—having an accurate agreement in place helps protect both parties from future legal battles.

Moreover, without an agreement that specifically assigns rights and obligations to the assignee, the original parties to the contract may still be bound by its terms. This can give rise to unwanted legal complications and may even defeat the purpose of entering into the assignment and assumption agreement in the first place.

In short, a well-written assignment and assumption agreement protects both parties and helps prevent future misunderstandings and disputes.

How to Write an Assignment and Assumption Agreement: Step-by-Step Guide

Now that we've covered why having an accurate assignment and assumption agreement is so crucial, let's walk through how to write one. Keep in mind that every contract is unique, so your agreement should be tailored to your specific situation.

Step 1: Identifying Parties and their Roles

The first step in creating an assignment and assumption agreement is to clearly identify the parties involved and their respective roles. This typically includes the assignor, assignee, and the original counterparty to the contract (the "obligor"). Be sure to include the legal names and contact information for each party, including any business entities, individuals, or other parties that may be involved.

Moreover, all parties should be represented by a lawyer who is licensed to practice law in the state where the property is located.

Step 2: Describing the Original Contract

The next step is to describe the original contract being assigned and assumed, also known as the "underlying contract." This should include a brief description of the terms and conditions of the underlying contract, as well as the date on which it was executed. You may also want to include a reference to the specific section(s) of the underlying contract that permit assignment, if applicable.

For example, if the underlying contract is a lease agreement, you may want to point out that the lease allows for assignment.

Step 3: Detailing the Assignment and Assumption

Now, it's time to get into the heart of the agreement—the actual assignment and assumption. In this section, you'll need to outline the specific rights and obligations being transferred from the assignor to the assignee, including any limitations or conditions related to the transfer.

You should also identify the effective date of the assignment and assumption, which may be the date on which the agreement is executed, or a later date specified by the parties. In some cases, you may also need to consider any rights or obligations that will remain with the assignor after the assignment and assumption take effect.

Step 4: Consent of the Obligor

In some cases, the assignment and assumption of a contract may require the consent of the obligor. If this is the case, you should include a section in your agreement describing the obligor's consent, including any conditions or limitations on the consent, if applicable.

This is important because if the obligor does not consent or if there are conditions on the consent, it may prevent your assignment and assumption from taking effect.

Step 5: Governing Law and Jurisdiction

It's crucial to establish which laws will govern your assignment and assumption agreement, in case any disputes arise later on. Include a section specifying the state or country whose laws will apply to the agreement, as well as the jurisdiction where any legal disputes will be resolved.

However, make sure the law you choose is not one that would be considered unfair to either party. For example, if one of your companies is based in a state that has laws favorable to creditors and the other company is based in a state with more favorable laws for debtors, it may be best to choose another state as your governing law.

Step 6: Signatures

Finally, the last step in creating an assignment and assumption agreement is to have all parties sign and date the document. This is typically done at the end of the agreement, after all terms and conditions have been outlined. Be sure to include lines for the signatures of the assignor, assignee, and the obligor (if their consent is required), as well as a space for each party to print their name and title, if applicable.

Pros and Cons of Using an Assignment and Assumption Agreement Template

When it comes to creating an assignment and assumption agreement, you might be considering using a contract template. While templates definitely have their advantages, such as saving time and ensuring that you cover all of the necessary legal bases, there are also some potential downsides to be aware of.

One major advantage of using a template is that it can save you time by providing a well-structured starting point for your agreement. Templates also generally include the essential sections and clauses that most agreements need, helping to ensure that your agreement is legally compliant and thorough.

The main disadvantage of using a generic template is that it may not be tailored precisely to your specific needs. This can result in an agreement that doesn't fully address the nuances of your situation or provide adequate protection for all parties involved. If you're unsure about whether a template is appropriate for your situation, you should consider consulting a legal professional or purchasing a customizable contract template that can be adapted to your specific circumstances.

The Benefits of Choosing Our Contract Template

There's no doubt that a well-designed contract template can be a game-changer when it comes to drafting assignment and assumption agreements. And that's where our expertly crafted template comes into play. Here's what sets our template apart:

Designed by legal professionals with years of experience

Simplified language for easier understanding

Customizable to suit your specific needs and requirements

By choosing our contract template, you can feel confident knowing that you're getting a legally compliant and strategically sound agreement that's tailored to your situation. So why wait? Purchase our expertly designed assignment and assumption agreement template and ensure your business's success today!

In the world of business, contracts play a crucial role in protecting your assets and interests. And when it comes to assignment and assumption agreements, accuracy and clarity are key. We hope this comprehensive guide has given you the tools and understanding you need to confidently create your own assignment and assumption agreements.

Ready to make your life easier? Grab our expertly designed assignment and assumption agreement template today and streamline your business operations with confidence!

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Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Assignment Agreement Template

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

trademark assignment agreement template

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

  • Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
  • Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
  • Assignment:  Provide details that identify the original contract being assigned.
  • Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
  • Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Assignment Agreement Template

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Creating a Joint Development Agreement

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Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom. Also note: This is not legal advice.

Introduction

Creating a joint development agreement is an important part of any business venture, as it helps to ensure that the rights and responsibilities of each party are legally protected and clearly defined. The agreement outlines the timeline for the completion of the project, details how disputes should be handled, and sets out how parties should communicate and collaborate. It also creates a sense of trust between everyone involved which helps ensure timely completion with a successful outcome in mind.

At Genie AI, we understand why this type of legal document matters in today’s business context. That’s why we created our open source legal template library – allowing anyone to draft and customize high-quality documents without paying a lawyer. Our team have analysed millions of data points to develop documents that adhere to market standards – giving you peace of mind that your joint development agreement is fit for purpose.

We understand creating a joint development agreement can be daunting without professional legal advice – so we provide step-by-step guidance through our template library to help make sure you get it right first time. Our goal is simply to empower users with reliable industry knowledge that they can put into practice confidently through easy access templates suited for all kinds of agreements, not just joint ventures, plus free advice from our community experts who are always on hand for support when needed.

Ultimately, whether you’re an experienced professional or new entrant - understanding the importance and complexities behind such agreements shouldn’t be a barrier when pursuing success within your business venture. So if you need help getting started with your own joint development agreement or access to our range of other templates – read on below or get in touch with us today! No Genie AI account required: We just want to help!

Definitions (feel free to skip)

Joint Development Agreement (JDA): A contract between two or more parties outlining the scope of a project, who owns the intellectual property created, any project costs, responsibilities, and resources, governing laws, confidential information and non-disclosure clauses, dispute resolution process, exit strategies, miscellaneous provisions, and the process for amending or modifying the agreement. Scope: The range of topics or activities that a contract covers. Objectives: A goal or outcome that a project is aiming to achieve. Deliverables: The products, services, or results that each party must provide as part of a contract. Intellectual Property (IP): Legal rights to creations of the mind, such as inventions, literary and artistic works, and symbols, names, images, and designs. Copyrights: A type of intellectual property that gives the creator of a creative work exclusive rights to the use and distribution of their work. Trademarks: A type of intellectual property that identifies the source of goods or services, and distinguishes them from competitors. Patents: A type of intellectual property that gives the patent holder exclusive rights to make, use, and sell an invention. Trade Secrets: A type of intellectual property that is a formula, practice, process, design, instrument, pattern, commercial method, or compilation of information not generally known or reasonably ascertainable by others. Project Costs: The total amount of money that must be spent to complete a project. Responsibilities: The tasks or duties that each party must fulfill as part of a contract. Resources: The personnel, equipment, materials, and funds necessary to complete a project. Governing Law: The set of laws and regulations that must be followed when entering into a contract. Jurisdiction: A geographical area in which a set of laws applies. Arbitration: An alternative dispute resolution method in which an impartial third-party hears both sides of a dispute and makes a binding decision. Confidential Information: Information that is shared between two or more parties, but should not be disclosed to any other parties. Non-Disclosure Clauses: Specific terms in a contract that outline what information should remain confidential, and how it should be treated. Dispute Resolution Process: A set of steps taken to identify and resolve conflicts between two or more parties. Exit Strategies: Plans for ending a contract or project, outlining what will happen if one or both parties wish to terminate the agreement. Indemnification: The process of compensating someone for a loss or damage. Warranties: A type of guarantee provided by the seller of a product or service. Breaches: A violation of a contract or agreement.

Defining the scope of the joint development agreement

Including any objectives, project timelines and deliverables, establishing who owns the intellectual property created through the joint development agreement, including any copyrights, trademarks, patents, and trade secrets, allocating project costs, responsibilities, and resources, such as personnel, equipment, materials, and funds, deciding on the governing law and arbitration provisions in the joint development agreement, including the applicable laws and jurisdictions, agreeing on the confidential information and non-disclosure clauses, such as which information will be considered confidential and how it should be treated, creating a dispute resolution process, including how conflicts will be identified and resolved, setting out the terms of termination and exit strategies, such as what will happen if one or both parties wish to terminate the agreement, including other miscellaneous provisions such as indemnification and warranties, and specifying how each party will be held accountable for any breaches of the agreement, outlining the process for amending or modifying the agreement, and specifying how and when it can be done, signing and dating the agreement, and ensuring that both parties obtain a copy of the document, get started.

  • Determine and agree on the scope of the joint development agreement
  • Outline the roles and responsibilities for each party
  • Agree on the scope of the project and the timeline for completion
  • Make sure that all parties understand their individual roles and responsibilities
  • Ensure that the scope of the agreement is clear to all parties
  • When all parties understand the scope of the agreement they can sign off on the agreement and move on to the next step.
  • Outline the objectives and goals of the joint development agreement
  • Detail the timeline of the project, including any milestones and deadlines
  • List out all deliverables that need to be completed and when they are due
  • Have each party review and sign the objectives, project timeline and deliverables to ensure that all parties are in agreement
  • Check off this step when all parties have reviewed and signed the documents
  • Identify the ownership of the intellectual property created during the joint development process
  • Determine the rights of ownership for each party
  • Agree on the ownership of the intellectual property and document it in the agreement
  • Have each party sign the agreement to signify their acceptance of the ownership of the intellectual property
  • Once all parties have signed the agreement, the agreement is legally binding
  • Upon completion, you can move on to the next step of including any copyrights, trademarks, patents, and trade secrets in the agreement.
  • Identify the copyrights, trademarks, patents, and trade secrets that will be included in the joint development agreement
  • Decide whether these assets will be joint or separate ownership
  • Include the assigned rights and restrictions in the agreement
  • Make sure that any agreements between the parties are consistent with existing laws and regulations
  • Once all the copyrights, trademarks, patents, and trade secrets have been identified and the rights and restrictions have been included in the agreement, you can move on to the next step which is allocating project costs, responsibilities, and resources.
  • Establish how the costs of the project will be allocated between the two parties
  • Divide the tasks, responsibilities, and resources needed for the project between the two parties
  • Work out a timeline for the project and establish the milestones to be achieved
  • Specify the roles and responsibilities of each party in the project
  • Identify the personnel, equipment, materials, and funds that will be used in the project
  • Define any additional resources or financial contributions that one or both parties may provide
  • When all of the above points have been agreed upon, the parties can sign the agreement.
  • Identify the personnel, equipment, materials, and funds needed for project development
  • Identify how to acquire the personnel, equipment, materials, and funds
  • Negotiate the terms of the acquisition of personnel, equipment, materials, and funds
  • Include the acquisition of personnel, equipment, materials, and funds in the joint development agreement
  • When the personnel, equipment, materials, and funds are identified and negotiated, the step can be checked off the list and the next step can be completed.
  • Research applicable laws in both jurisdiction and determine which one should be used as the governing law for the joint development agreement
  • Consider the difference in legal systems and how that could affect the agreement and any disputes
  • Identify the court or arbitration panel that would effectively resolve any disputes in the future
  • Choose the governing law and the arbitration panel that will be used in the agreement
  • Include the governing law and the arbitration provision in the joint development agreement

How you’ll know when you can check this off your list and move on to the next step:

  • Once you have identified the governing law and the arbitration provisions that will be used in the joint development agreement, you can move on to the next step.
  • Research the applicable laws of the relevant jurisdictions
  • Identify the applicable laws that both parties must agree to
  • Incorporate the applicable laws into the joint development agreement
  • Once the applicable laws have been incorporated into the joint development agreement, check off this step and move on to the next step.
  • Review the applicable laws to determine which information should be considered confidential and what kind of non-disclosure clauses should be included in the agreement.
  • Consult with the other party to ensure that a joint understanding of the confidential information and non-disclosure clauses is reached.
  • Draft the clauses in the agreement that state the confidential information and non-disclosure clauses.
  • Have the other party review and approve the clauses.
  • Once approved, the agreement should be signed by both parties.

Once the agreement is signed by both parties, you can move on to the next step: such as which information will be considered confidential and how it should be treated.

  • Identify the types of confidential information that will be shared under the agreement.
  • Outline a clear definition of confidential information in the agreement.
  • Specify how confidential information will be treated and protected.
  • Include a clause that restricts the use and disclosure of confidential information.
  • Identify the obligations of the parties to ensure the secure storage and handling of confidential information.
  • Include a clause that requires the destruction of confidential information upon termination of the agreement.
  • Include a clause that requires the parties to notify each other of any unauthorized disclosure of confidential information.

You’ll know you’ve completed this step when you have clearly defined the types of confidential information that will be shared, outlined a clear definition of confidential information, specified how confidential information will be treated and protected, and included the necessary clauses to ensure the secure storage and handling of confidential information.

  • Identify a dispute resolution process which works best for both parties
  • Ensure that any dispute resolution process is clearly laid out in the agreement
  • Consider including an arbitration clause which requires the parties to make a good faith effort to resolve the dispute before bringing in a third-party arbitrator
  • Consider including a mediation clause which requires the parties to attempt to resolve the dispute through mediation
  • Include a clause that defines when a dispute is considered to have arisen and how it must be resolved
  • Specify a time-frame for each step of the dispute resolution process
  • Define the consequences for any party who fails to comply with the dispute resolution process
  • When the dispute resolution process has been completed, document the results in the agreement
  • When the dispute resolution process has been completed, check off this step and move on to the next one.
  • Identify which conflicts might arise during the development process and how they will be resolved
  • Create a conflict resolution process that is fair and reasonable for both parties
  • Make sure the resolution process is clearly defined and documented in the agreement
  • Include a clause that states that any disputes not resolved through the conflict resolution process will be referred to a third-party mediator
  • Include a clause that states that the decision of the third-party mediator will be binding upon both parties
  • Once you have written up and included the clauses in the agreement, you can check this step off your list and move on to the next step.
  • Determine the circumstances in which the agreement can be terminated
  • Include the process for terminating the agreement and the notice period
  • Include the procedure for resolving disputes
  • Outline the exit strategy for each party
  • Outline the financial implications of termination

Once you have set out the terms of termination and exit strategies, you can move on to the next step: such as what will happen if one or both parties wish to terminate the agreement.

  • Discuss the circumstances under which the agreement can be terminated
  • Set out the notice period required to terminate the agreement
  • Identify obligations of the parties upon termination, such as payment of any outstanding fees
  • Determine who will own the intellectual property developed during the agreement
  • Establish any confidentiality agreements that will survive termination of the agreement

When you have included all of these points in the agreement, you can move on to the next step.

  • Determine which parties will be held responsible for any losses incurred due to their negligence or willful misconduct
  • Decide which party is liable for any intellectual property infringement claims
  • Establish the process and timeline for any dispute resolution
  • Include any other provisions that are important to the parties related to the agreement
  • Review and revise the agreement to ensure that all provisions have been properly included and that all legal requirements have been met
  • Obtain signatures from all necessary parties

When you have completed this step, you will have a completed joint development agreement that includes all of the necessary provisions.

  • Outline the consequences for breaching the agreement, including remedies and sanctions
  • List the steps for resolving any disputes that arise from a breach of the agreement
  • Describe the process for notifying the other party of any breach of the agreement
  • Specify what happens if either party fails to comply with the terms of the agreement
  • Once all these details are outlined in the agreement, you can check this off your list and move on to the next step.
  • Outline the process for amending or modifying the agreement:
  • Identify what type of amendments or modifications may be made to the agreement
  • Specify the process for making amendments or modifications to the agreement, including who will be responsible for initiating the process, who will need to approve the amendments or modifications, and how long the parties have to respond to requests for amendments or modifications
  • Set a timeline for amendments or modifications to be made
  • Once you have outlined the process, you can move on to the next step.
  • Determine the parties’ respective roles and responsibilities in the agreement
  • Decide what type of amendment process will occur in the event of a dispute or disagreement (e.g., negotiation, mediation, arbitration)
  • Establish a timeline for how and when amendments or modifications to the agreement can be made
  • Specify any other conditions that must be met before an amendment or modification can be made (e.g., unanimous consent of all parties)
  • Include a clause that allows for verbal amendments or modifications to the agreement, if appropriate

You will know you can move on to the next step when all parties have agreed on the amendment process, timeline, and any other conditions that must be met before an amendment or modification can be made.

  • Have both parties involved in the Joint Development Agreement sign the document
  • Have both parties initial the document in all applicable areas
  • Have both parties date the agreement
  • Once all of these are completed, the document is ready to be filed.
  • Make a copy of the agreement for each party
  • Ask each party to sign and date the agreement
  • Deliver a copy of the agreement to each party
  • Ensure that each party has received a copy of the agreement
  • Check that each party has signed the agreement
  • When each party has received and signed their copy of the agreement, you can check off this step and move on to the next step.

Q: How do joint development agreements differ from other types of commercial agreements?

Asked by Daisy on the 13th March 2022. A: Joint development agreements (or JDAs) differ from other types of commercial agreements in that they are specific to the development of a certain product or service. They provide a framework for the parties involved to agree on the terms of their joint venture, such as sharing intellectual property rights, costs, responsibilities and any potential liabilities. The agreement also sets out the objectives of the project and how it will be managed, monitored and evaluated.

Q: What are the key elements that should be included in a joint development agreement?

Asked by Jack on the 5th April 2022. A: When creating a joint development agreement, it is important to make sure it covers all aspects of the project, including defining the scope of work, setting out clear roles and responsibilities for each party involved, agreeing on milestones and deadlines, defining how intellectual property rights will be shared, as well as providing an exit strategy should the venture not be successful. Other key elements include how disputes will be resolved, how costs and profits will be shared, and any applicable warranties or indemnities that each party must provide.

Q: What should I consider when creating a joint development agreement in the UK?

Asked by Hannah on the 19th May 2022. A: When creating a joint development agreement in the UK, you should consider the different laws that may be applicable to your specific industry or sector. It is important to take into account any regulations or laws that may affect your project, such as data protection or competition laws. You should also consider any contractual terms which may be relevant to your venture such as confidentiality obligations, warranties or indemnities. Finally, you should ensure that any dispute resolution provisions are implemented in accordance with English law.

Q: What should I consider when creating a joint development agreement in the US?

Asked by Noah on the 2nd June 2022. A: When creating a joint development agreement in the US, you should take into account differences between federal and state laws which may affect your venture. You should also consider relevant industry-specific regulations and laws such as those governing intellectual property rights or labor laws. It is also important to ensure that any dispute resolution provisions are enforced under US law. Additionally, you should check for any applicable warranties or indemnities which must be provided by each party involved in order to protect their interests.

Q: What should I consider when creating a joint development agreement in Europe?

Asked by Emma on the 17th July 2022. A: When creating a joint development agreement in Europe, it is important to take into account any regulations or laws which may affect your project across different European countries such as data protection or competition laws. You should also consider relevant industry-specific regulations such as those governing intellectual property rights or labor laws. Additionally, it is important that any dispute resolution provisions are enforced under European law and that any applicable warranties or indemnities are provided by each party involved in order to protect their interests.

Q: What is an escrow agreement?

Asked by Liam on the 31st August 2022. A: An escrow agreement is an arrangement between two parties whereby a third-party holds onto certain assets until certain conditions have been met by all parties involved in order for them to be released. This third-party is referred to as an escrow agent who acts as a neutral intermediary between both parties and ensures that all conditions have been met before releasing funds or assets from escrow. Escrow agreements are often used within joint development agreements to protect each party’s interests in relation to their contributions towards a project.

Q: How can I ensure my joint development agreement is legally binding?

Asked by Olivia on the 14th September 2022. A: In order for your joint development agreement to be legally binding, it must contain all relevant terms and conditions which both parties have agreed upon and signed off on by both parties prior to its implementation. You should also ensure that it is written in plain English so that both parties can clearly understand its contents and implications of signing it off. Additionally, you should also make sure that all legal aspects of your agreement have been taken into account such as data protection and competition laws where applicable. Finally, you may want to seek legal advice from an experienced lawyer who can help you ensure that your JDA meets all legal requirements before signing it off on behalf of both parties involved.

Example dispute

Possible lawsuits referencing joint development agreement:.

  • Breach of contract: If either party fails to fulfill their obligations as outlined in the joint development agreement, the other party may be able to file a breach of contract lawsuit.
  • Misrepresentation: If a party misrepresents any information or facts in the agreement, the other party may be able to raise a lawsuit.
  • Negligence: If either party fails to exercise reasonable care as outlined in the joint development agreement, the other party may be able to raise a negligence lawsuit.
  • Defective Product: If the end product of the joint development is defective, the other party may be able to raise a product liability lawsuit.
  • Undue Influence: If one party is able to exert undue influence over the other to enter into the joint development agreement, the other party may be able to raise a lawsuit.
  • Unfair Competition: If the joint development agreement gives one party an unfair competitive advantage, the other party may be able to raise a lawsuit.

If the plaintiff is able to prove that a breach of the joint development agreement has occurred, then they may be able to win the lawsuit. If the plaintiff is able to prove that damages have occurred, then the court may award them compensatory damages or, in some cases, punitive damages. The amount of damages and how they are calculated will depend on the specifics of the case.

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Development agreements: overview

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  • Development and Construction

Contract Assignment Agreement

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Contract Assignment Agreement

Rating: 4.8 - 105 votes

This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

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Other names for the document:

Assignment Agreement, Assignment of Contract Agreement, Contract Assignment, Assignment of Contract Contract, Contract Transfer Agreement

Country: United States

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Contract Clauses

  • Acceleration Clause
  • Arbitration Clause
  • Cancellation Clause
  • Choice of Law Clause
  • Confidentiality Clause
  • Consideration Clause
  • Definitions Clause
  • Dispute Resolution Clause
  • Entire Agreement Clause
  • Escalation Clause
  • Exclusivity Clause
  • Exculpatory Clause
  • Force Majeure Clause
  • Governing Law Clause
  • Indemnification Clause
  • Indemnity Clause
  • Insurance Clause
  • Integration Clause
  • Merger Clause
  • Non-Competition Clause
  • Non-Disparagement Clause
  • Non-Exclusivity Clause
  • Non-Solicitation Clause
  • Privacy Clause
  • Release Clause
  • Severability Clause
  • Subordination Clause
  • Subrogation Clause
  • Survival Clause
  • Termination Clause
  • Time of Essence Clause

Jump to Section

Assignment clause defined.

Assignment clauses are legally binding provisions in contracts that give a party the chance to engage in a transfer of ownership or assign their contractual obligations and rights to a different contracting party.

In other words, an assignment clause can reassign contracts to another party. They can commonly be seen in contracts related to business purchases.

Here’s an article about assignment clauses.

Assignment Clause Explained

Assignment contracts are helpful when you need to maintain an ongoing obligation regardless of ownership. Some agreements have limitations or prohibitions on assignments, while other parties can freely enter into them.

Here’s another article about assignment clauses.

Purpose of Assignment Clause

The purpose of assignment clauses is to establish the terms around transferring contractual obligations. The Uniform Commercial Code (UCC) permits the enforceability of assignment clauses.

Assignment Clause Examples

Examples of assignment clauses include:

  • Example 1 . A business closing or a change of control occurs
  • Example 2 . New services providers taking over existing customer contracts
  • Example 3 . Unique real estate obligations transferring to a new property owner as a condition of sale
  • Example 4 . Many mergers and acquisitions transactions, such as insurance companies taking over customer policies during a merger

Here’s an article about the different types of assignment clauses.

Assignment Clause Samples

Sample 1 – sales contract.

Assignment; Survival .  Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract.

Reference :

Security Exchange Commission - Edgar Database,  EX-10.29 3 dex1029.htm SALES CONTRACT , Viewed May 10, 2021, <  https://www.sec.gov/Archives/edgar/data/1492426/000119312510226984/dex1029.htm >.

Sample 2 – Purchase and Sale Agreement

Assignment . Purchaser shall not assign this Agreement or any interest therein to any Person, without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, upon prior written notice to Seller, Purchaser may designate any Affiliate as its nominee to receive title to the Property, or assign all of its right, title and interest in this Agreement to any Affiliate of Purchaser by providing written notice to Seller no later than five (5) Business Days prior to the Closing; provided, however, that (a) such Affiliate remains an Affiliate of Purchaser, (b) Purchaser shall not be released from any of its liabilities and obligations under this Agreement by reason of such designation or assignment, (c) such designation or assignment shall not be effective until Purchaser has provided Seller with a fully executed copy of such designation or assignment and assumption instrument, which shall (i) provide that Purchaser and such designee or assignee shall be jointly and severally liable for all liabilities and obligations of Purchaser under this Agreement, (ii) provide that Purchaser and its designee or assignee agree to pay any additional transfer tax as a result of such designation or assignment, (iii) include a representation and warranty in favor of Seller that all representations and warranties made by Purchaser in this Agreement are true and correct with respect to such designee or assignee as of the date of such designation or assignment, and will be true and correct as of the Closing, and (iv) otherwise be in form and substance satisfactory to Seller and (d) such Assignee is approved by Manager as an assignee of the Management Agreement under Article X of the Management Agreement. For purposes of this Section 16.4, “Affiliate” shall include any direct or indirect member or shareholder of the Person in question, in addition to any Person that would be deemed an Affiliate pursuant to the definition of “Affiliate” under Section 1.1 hereof and not by way of limitation of such definition.

Security Exchange Commission - Edgar Database,  EX-10.8 3 dex108.htm PURCHASE AND SALE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1490985/000119312510160407/dex108.htm >.

Sample 3 – Share Purchase Agreement

Assignment . Neither this Agreement nor any right or obligation hereunder may be assigned by any Party without the prior written consent of the other Parties, and any attempted assignment without the required consents shall be void.

Security Exchange Commission - Edgar Database,  EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1329394/000119312507148404/dex412.htm >.

Sample 4 – Asset Purchase Agreement

Assignment . This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, at any time after the Closing, are freely assignable by Buyer. This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, are assignable by Seller only upon the prior written consent of Buyer, which consent shall not be unreasonably withheld. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Security Exchange Commission - Edgar Database,  EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1428669/000119312510013625/dex21.htm >.

Sample 5 – Asset Purchase Agreement

Assignment; Binding Effect; Severability

This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Security Exchange Commission - Edgar Database,  EX-2.4 2 dex24.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1002047/000119312511171858/dex24.htm >.

Common Contracts with Assignment Clauses

Common contracts with assignment clauses include:

  • Real estate contracts
  • Sales contract
  • Asset purchase agreement
  • Purchase and sale agreement
  • Bill of sale
  • Assignment and transaction financing agreement

Assignment Clause FAQs

Assignment clauses are powerful when used correctly. Check out the assignment clause FAQs below to learn more:

What is an assignment clause in real estate?

Assignment clauses in real estate transfer legal obligations from one owner to another party. They also allow house flippers to engage in a contract negotiation with a seller and then assign the real estate to the buyer while collecting a fee for their services. Real estate lawyers assist in the drafting of assignment clauses in real estate transactions.

What does no assignment clause mean?

No assignment clauses prohibit the transfer or assignment of contract obligations from one part to another.

What’s the purpose of the transfer and assignment clause in the purchase agreement?

The purpose of the transfer and assignment clause in the purchase agreement is to protect all involved parties’ rights and ensure that assignments are not to be unreasonably withheld. Contract lawyers can help you avoid legal mistakes when drafting your business contracts’ transfer and assignment clauses.

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COMMENTS

  1. Assignment of Development Agreement Sample Clauses

    Such assignment (the "Assignment of Development Agreement") shall be substantially in the form attached as Exhibit G. Sample 1 Sample 2. Assignment of Development Agreement. At least two (2) counterparts, duly executed and acknowledged by Seller, the other entities identified as "Assignor" therein and the City, of a partial assignment and ...

  2. Development Agreements 101: A Comprehensive Guide for Property

    I. Understanding Development Agreements. A development agreement is a contractual arrangement between a property developer and a municipality or other governing body. These agreements are essential for coordinating the various aspects of a development project, including land use, zoning, infrastructure, and public services.

  3. Development Agreement: Definition & Sample

    A development agreement is a legal contract where a property owner will contract with local jurisdiction that the property is located in to develop the property. This real estate agreement dictates what can and will be done with the property. A development agreement may include: These sections ensure the property is developed in accordance with ...

  4. Intellectual Property Assignments from Software Developers: Key

    In assignment agreements between two legal entities, the assignee should ensure the assignor has first obtained a valid assignment of the rights from the human author. ... Some software development agreements include clauses providing for a waiver of the developer's moral rights, but such waivers are generally impermissible and unenforceable ...

  5. PDF Development Agreements: Basics and Beyond

    The Development Agreements based upon these statutory provisions have become commonly known as "380 Agreements." Theseprovisions provide broad authority for Development Agreements by cities if a proposed project is within the city's limits or extraterritorial jurisdiction. The purpose of the program is broadly stated as "to promote state or

  6. Assignment Of Rights Agreement: Definition & Sample

    An assignment of rights agreement is a written document in which one party, the assignor, assigns to another party all or part of their rights under an existing contract. The most common example of this would be when someone wants to sell their shares of stock in a company. When you buy shares from someone else (the seller), they agree to ...

  7. Assignment Agreement: What You Need to Know

    An assignment agreement is a contract that authorizes a person to transfer their rights, obligations, or interests in a contract or property to another person. It serves as a means for the assignor to delegate duties and advantages to a third party while the assignee assumes those privileges and obligations.

  8. Allocating IP Rights in Development Agreements

    The first step in allocating intellectual property ownership in a development agreement is to identity the IP "buckets.". IP buckets generally fall into two categories, background IP and foreground IP. Background IP is generally defined as technology and intellectual property rights created, conceived, owned, or developed by or for a party ...

  9. MRSC

    A development agreement is a voluntary contract between a local jurisdiction and a person who owns or controls property within the jurisdiction, detailing the obligations of both parties and specifying the standards and conditions that will govern development of the property. Although the agreements are voluntary, once made they are binding on ...

  10. Ignite Success with an Effective Assignment and Assumption Agreement: A

    Step 1: Identifying Parties and their Roles. The first step in creating an assignment and assumption agreement is to clearly identify the parties involved and their respective roles. This typically includes the assignor, assignee, and the original counterparty to the contract (the "obligor"). Be sure to include the legal names and contact ...

  11. Free Assignment Agreement Template

    Assignment Agreement Template. Use our assignment agreement to transfer contractual obligations. An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the "assignor") to another (the "assignee"). You can use it to reassign debt, real estate, intellectual property, leases ...

  12. PDF FINAL EXECUTION DOCUMENT

    FINAL EXECUTION DOCUMENT - Assignment of Development Rights Agreement may not be amended, and no provision hereof may be waived, except by an instrument signed by the Party to be bound by the amendment or waiver. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Maine.

  13. Assignment of Development Agreement

    (d) Owner shall make no other assignment of the Development Agreement or of any right or interest therein. (e) Owner shall perform and observe, in timely fashion, each of its covenants, conditions, obligations and agreements under the Development Agreement in strict accordance with the terms and conditions thereof, and shall cause City to do the same with respect to each of City's covenants ...

  14. Contract Assignment Agreement Template: Free & Ready to Fill Out

    A contract assignment agreement is a binding document between two parties that sets out the terms of the assignment of a contract. It is typically used when one party wishes to assign their rights, responsibilities, obligations, and benefits under a contract to another party. Use this contract assignment agreement template to create a binding ...

  15. Creating a Joint Development Agreement

    Identify the ownership of the intellectual property created during the joint development process. Determine the rights of ownership for each party. Agree on the ownership of the intellectual property and document it in the agreement. Have each party sign the agreement to signify their acceptance of the ownership of the intellectual property.

  16. Development agreements: overview

    Development agreements: overview. by Dion Panambalana, Hogan Lovells and Practical Law Property. This note considers various types of development agreements and common provisions in those agreements. Free Practical Law trial. To access this resource, sign up for a free trial of Practical Law. Free trial Opens in a new window.

  17. Contract Assignment Agreement

    Contract Assignment Agreement. Last revision 12/31/2023. Formats Word and PDF. Size 2 to 3 pages. 4.8 - 105 votes. Fill out the template. This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor ...

  18. Assignment of Development Agreement-FINAL (00139337)

    {00139337 } 3452404.1 ASSIGNMENT OF DEVELOPMENT AGREEMENT . THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT (this "Agreement"), is made and entered into as of the ___ day of May, 2013, by and among the CITY OF ARDEN HILLS, MINNESOTA, a political subdivision of the State of Minnesota (the "City"), 1201 COUNTY RD E, LLC, a Minnesota limited liability company ("1201"), TAT PROPERTIES,

  19. Assignment Clause: Meaning & Samples (2022)

    Assignment Clause Examples. Examples of assignment clauses include: Example 1. A business closing or a change of control occurs. Example 2. New services providers taking over existing customer contracts. Example 3. Unique real estate obligations transferring to a new property owner as a condition of sale. Example 4.

  20. PDF Collateral Assignment of Development Agreement

    Development Agreement. In the event that the Lender conveys or assigns any portion of the Collateral, such assignment shall comply with the requirements of the Development Agreement and the Lender shall require that said successor or assign shall be required to comply in full with the Development Agreement. 7. Waiver and Indemnity .