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Amendment And Assignment Agreement
"I need an Amendment and Assignment Agreement to transfer our software licensing agreement with TechCorp to our new subsidiary company, while also updating the payment terms and service level requirements in the original contract."
1. Parties: Identification of all parties to the agreement, including original parties and new assignee
2. Background/Recitals: Context of the original agreement and reason for amendment and assignment
3. Definitions: Key terms used in the agreement, including reference to original agreement
4. Amendment Provisions: Specific modifications to the original agreement
5. Assignment Provisions: Terms of assignment, rights and obligations being transferred
6. Consent to Assignment: Original parties' formal consent to the assignment
7. Effective Date: When the amendment and assignment take effect
1. Representations and Warranties: Assurances from parties regarding authority and capacity to enter into the assignment
2. Consideration: Details of any payment or consideration for the assignment
3. Release Provisions: Release of original party from obligations post-assignment
4. Governing Law Amendment: Changes to applicable law or jurisdiction if needed due to assignee's location
1. Original Agreement: Copy of the agreement being amended and assigned
2. Schedule of Amendments: Detailed list of specific changes to original agreement
3. Corporate Authorizations: Evidence of authority to enter into assignment
4. Third Party Consents: Any required third party or regulatory approvals
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