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Assignment Of Construction Contract
"I need an Assignment of Construction Contract for transferring a €5M hotel development project in Dublin to a new contractor following our company restructuring, with the assignment to take effect from March 1, 2025, including provisions for existing subcontractor agreements and outstanding works."
1. Parties: Identifies the Assignor (original contractor), Assignee (new contractor), and Employer/Client
2. Background: Describes the original construction contract and the reason for assignment
3. Definitions: Defines key terms including Original Contract, Assignment Date, Project, and Works
4. Assignment: Core clause detailing the transfer of rights and obligations from Assignor to Assignee
5. Consideration: States the payment or consideration for the assignment
6. Effective Date: Specifies when the assignment takes effect and any conditions precedent
7. Assignor's Warranties: Warranties regarding the original contract, works completed, and outstanding obligations
8. Assignee's Covenants: Commitments by the Assignee to perform the contract and indemnify the Assignor
9. Employer's Consent: Acknowledgment and consent from the Employer to the assignment
10. Outstanding Payments: Treatment of payments for work completed before and after assignment
11. Notices: Requirements for serving notices under the assignment
12. Governing Law: Confirms Irish law as governing law and jurisdiction
1. Security Arrangements: Required if there are bonds, guarantees, or other security arrangements to be transferred or replaced
2. Subcontractor Provisions: Include when existing subcontractors need to be retained or managed
3. Intellectual Property: Needed if the project involves significant design elements or proprietary methods
4. Employee Transfer: Required if employees are being transferred as part of the assignment
5. Dispute Resolution: Optional detailed dispute resolution procedures beyond standard jurisdiction clause
6. Step-in Rights: Include if there are lender or third-party step-in rights to be preserved
7. Insurance: Detailed insurance provisions if specific coverage needs to be maintained or transferred
1. Schedule 1 - Original Construction Contract: Copy or details of the contract being assigned
2. Schedule 2 - Project Details: Specific details of the construction project and works
3. Schedule 3 - Outstanding Works: List of incomplete works and their status at assignment
4. Schedule 4 - Payment Schedule: Details of outstanding payments and payment arrangements
5. Schedule 5 - Existing Subcontracts: List of current subcontractors and their contracts
6. Schedule 6 - Transferred Assets: List of any site materials, equipment or other assets being transferred
7. Schedule 7 - Forms of Notice: Template notices to subcontractors, suppliers, and other stakeholders
8. Appendix A - Employer's Consent Form: Formal consent document to be signed by the Employer
Authors
Construction
Real Estate
Infrastructure
Commercial Property
Residential Development
Industrial
Healthcare
Education
Retail
Hospitality
Energy
Transportation
Legal
Construction
Operations
Commercial
Procurement
Risk Management
Finance
Technical Services
Project Management
Contract Administration
Construction Manager
Project Manager
Contract Administrator
Commercial Director
Legal Counsel
Construction Director
Chief Operating Officer
Procurement Manager
Risk Manager
Financial Controller
Technical Director
Operations Manager
Quantity Surveyor
Project Architect
Senior Construction Engineer
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