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1. Parties: Identification of the assignor and assignee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of establishing the master assignment framework
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Overview of types of assignments covered and general framework for future assignments
5. Assignment Mechanism: Process and requirements for executing individual assignments under the master agreement
6. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and ownership of assets
7. Assignment Conditions: Conditions precedent and subsequent for valid assignments under the agreement
8. Consideration: Framework for determining consideration for individual assignments
9. Rights and Obligations: Detailed rights and obligations of both parties regarding assignments
10. Notices and Communications: Process for serving notices and maintaining communication between parties
11. Confidentiality: Obligations regarding confidential information shared during assignments
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
13. Dispute Resolution: Mechanism for resolving disputes, including arbitration provisions
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Regulatory Compliance: Specific provisions for regulatory compliance when assignments involve regulated assets or industries
2. Foreign Exchange Provisions: Required when assignments may involve cross-border transactions or foreign currency
3. Intellectual Property Rights: Specific provisions for assignments involving IP rights
4. Security Interest: Provisions for creating security interests over assigned assets when required
5. Tax Provisions: Detailed tax implications and responsibilities when assignments have significant tax impact
6. Electronic Execution: Provisions for electronic execution of assignments when parties wish to enable this
7. Step-In Rights: Rights of assignee to step into assignor's position in certain circumstances
8. Anti-Money Laundering: Required when assignments involve financial assets or regulated entities
1. Schedule 1 - Form of Assignment Notice: Template notice to be used for individual assignments under the master agreement
2. Schedule 2 - Assignment Procedure: Detailed step-by-step procedure for executing assignments
3. Schedule 3 - Required Documents: List of documents required for each type of assignment
4. Schedule 4 - Contact Details: Contact information for key personnel and authorized signatories
5. Schedule 5 - Assignment Certificate Template: Standard form for documenting completed assignments
6. Schedule 6 - Compliance Checklist: Checklist of regulatory and legal requirements for different types of assignments
7. Appendix A - Applicable Fees: Schedule of fees and charges applicable to different types of assignments
8. Appendix B - Excluded Assets: List of assets or rights that cannot be assigned under the agreement
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