assignment of contract terms

Assignment of Contract

Jump to Section

What is an assignment of contract.

An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the approved incoming party.

How Does Assignment of Contract Work?

An assignment of contract is simpler than you might think.

The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party.

When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement . Some contracts prohibit assignments of contract altogether, and some require the other parties of the agreement to agree to the transfer. However, the general rule is that contracts are freely assignable unless there is an explicit provision that says otherwise.

In other cases, some contracts allow an assignment of contract without any formal notification to other contract parties. If this is the case, once the existing contract party decides to reassign his duties, he must create a “Letter of Assignment ” to notify any other contract signers of the change.

The Letter of Assignment must include details about who is to take over the contractual obligations of the exiting party and when the transfer will take place. If the assignment is valid, the assignor is not required to obtain the consent or signature of the other parties to the original contract for the valid assignment to take place.

Check out this article to learn more about how assigning a contract works.

Contract Assignment Examples

Contract assignments are great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Here is an article where you can find out more about contract assignments.

Benjamin W.

Assignment of Contract in Real Estate

Assignment of contract is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts .

This process is called real estate wholesaling.

Real Estate Wholesaling

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit.

The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract.

But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

• Direct mailers
• Place newspaper ads
• Make posts in online forums
• Social media posts

The key to finding the perfect home for an assignment of contract is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search . Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens , or other roadblocks that could prevent the sale from going through.

Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages.

If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Learn more about assignment of contract in real estate by checking out this article .

Who Handles Assignment of Contract?

The best person to handle an assignment of contract is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side. If you need help with an assignment of contract or signing a business contract , post a project on ContractsCounsel. There, you can connect with attorneys who know everything there is to know about assignment of contract amendment and can walk you through the whole process.

Meet some of our Lawyers

I have been practicing law for more than 7 years in Maine and have owned my law practice, Dirigo Law LLC, since 2020. My practice focuses mostly on Real Estate / Corporate transactions, Wills, Trusts, and Probate matters.

My name is Melissa “Mel” Green and I provide legal counsel to entrepreneurs, start-ups, and small businesses that is clear, concise, and focused on the practical impact of decisions. As trusted legal counsel, I proactively identify risks, and develop effective, practical solutions that protect my clients businesses, create positive outcomes, and help mitigate legal exposure. My areas of expertise include business formation, contract law/commercial transactions, healthcare law, and intellectual property. I also provide services as an outside general counsel or “fractional general counsel”. Prior to starting my own law firm, I spent the majority of my career in-house at large and small corporations, both for profit and not-for-profit, working with senior and executive management, in addition to other stakeholders at a variety of management levels. to proactively identify and address risks, mitigate legal exposure, streamline processes, lead persuasive negotiations that are integral to ensuring positive outcomes for the organization, and deliver hands-on, spectacular client service. There came a time when I realized that individuals and smaller entities were not receiving the same level of legal support and guidance as mid-size to large companies and as a result, individuals and small businesses were not growing and sustaining on the same level. I wanted to use my expertise to provide those that were underserved by the legal market with competent counsel at an affordable price. With the increasing number of new businesses, I knew that I could make a difference to those that needed legal guidance but were putting it off in fear of “Big Law” prices. I love to “partner” with my clients, get a deep understanding of their business, develop lasting professional relationships and watch them prosper. I want to find a way to help my clients maximize the reach, value and impact of their business. Services that I have provided over the course of my career: (i) reviewing, drafting and negotiating commercial agreements (leases, MSAs and SOWs, consulting services agreements, confidentiality agreements, SaaS agreements, coaching agreements, independent contractor agreements, coaching agreements, photographer agreements, waivers and releases, licensing agreements, etc.), (ii) business formation (operating agreements, written consents, bylaws, etc.), (iii) preparing policies and procedures for businesses in highly regulated industries, (iv) conducting federal trademark searches and filing trademark applications/preparing trademark opinion letters after conducting appropriate legal research, and (v) general business counsel.

Robert Jay H.

My Legal career hasfocused on representing businesses (corporations and limited liability companies) as general outside counsel. In this capacity, I have drafted a broad range of legal documents as well as analyzed proposed agreements drafted by the other party's attorney to the agreement for the pupose of determining the risks to which my client would be exposed. I maintained the client's minute book if no one in-house was available for that task. Additionally, if rquested, I served as a general advisor to the client's executive offers and to its Board of Directors.

Stan provides legal services to small to medium-sized clients in the New England region, and throughout the U.S. and abroad. His clients are involved in a variety of business sectors, including software development, e-commerce, investment management and advising, health care, manufacturing, biotechnology, telecommunications, retailing, and consulting and other services. Stan focuses on the unique needs of each of his clients, and seeks to establish long term relationships with them by providing timely, highly professional services and practical business judgment. Each client's objectives, business and management styles are carefully considered to help him provide more focused and relevant services. Stan also acts as an outsourced general counsel for some of his clients for the general management of their legal function, including the establishment of budgets, creation of internal compliance procedures, and the oversight of litigation or other outside legal services.

Sam Widdoes has practiced law in California since 2014. He began his career as a litigation associate at a boutique firm in Los Angeles, and founded a production development company with a partner in 2017. Since then, Sam has served as the head of business and legal affairs at District 33, while working hand-in-hand with writers, directors and actors to develop, pitch and produce scripted and unscripted content. In that role, Sam produced the documentary series BLACKBALLED for Quibi/Roku, and will produce the upcoming documentary feature AS WE SPEAK directed by J.M. Harper for Paramount+/MTV, and the doc series THE BLACK BOX for MRC and XYZ Films. He is also the executive producer of an upcoming limited series with CBS TV starring Judith Light and Noah Wyle called SHADOWS IN THE VINEYARD, and a feature comedy for Spyglass Entertainment, among other projects. In early 2022, Sam opened WIDDOES LAW, APC, after recognizing a need for experienced legal services in the unscripted and documentary spaces. Since opening his own practice, Sam has advised producers, editors, directors and rights holders on a variety of agreement negotiations, including option purchase contracts, collaboration agreements and documentary producer deals. Sam also serves as production counsel for several documentary features, series and short films, and will draft, negotiate and advise on all legal aspects of the projects, including financing, production and distribution. Sam earned his Juris Doctor from The Catholic University of America, Columbus School of Law in 2013, where he graduated on the Dean's List and as a member of the Society of Trial Advocates. He holds a BA in journalism from the University of Richmond, and sits on the Board of Trustees at Turning Point School in Culver City, California. Sam is passionate about quality storytelling, and supporting those with the vision and drive to share their stories with the world.

Robert is a skilled corporate lawyer, licensed to practice law in NY and DC. He has over 25 years of experience, with a focus on Venture Capital, Private Equity, M&A, General Business Law and Company Formation. Robert brings business side experience to every legal transactions. This allows him to shape a client's legal needs around its business goals to drive success in an effective and efficient manner.

I’m a New York based attorney with substantial experience in media and art law, corporate structuring and commercial contracts. For the past several years, I have been advising startups and new business on their legal needs, with a special focus on tech and entertainment.

Find the best lawyer for your project

Need help with a contract agreement.

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

CONTRACT LAWYERS BY TOP CITIES

• Austin Contracts Lawyers
• Boston Contracts Lawyers
• Chicago Contracts Lawyers
• Dallas Contracts Lawyers
• Denver Contracts Lawyers
• Houston Contracts Lawyers
• Los Angeles Contracts Lawyers
• New York Contracts Lawyers
• Phoenix Contracts Lawyers
• San Diego Contracts Lawyers
• Tampa Contracts Lawyers

ASSIGNMENT OF CONTRACT LAWYERS BY CITY

• Austin Assignment Of Contract Lawyers
• Boston Assignment Of Contract Lawyers
• Chicago Assignment Of Contract Lawyers
• Dallas Assignment Of Contract Lawyers
• Denver Assignment Of Contract Lawyers
• Houston Assignment Of Contract Lawyers
• Los Angeles Assignment Of Contract Lawyers
• New York Assignment Of Contract Lawyers
• Phoenix Assignment Of Contract Lawyers
• San Diego Assignment Of Contract Lawyers
• Tampa Assignment Of Contract Lawyers

Learn About Contracts

• Novation Contract

other helpful articles

• How much does it cost to draft a contract?
• Do Contract Lawyers Use Templates?
• How do Contract Lawyers charge?
• Business Contract Lawyers: How Can They Help?
• What to look for when hiring a lawyer

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

How It Works

Want to speak to someone.

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city

• Search Search Please fill out this field.
• Building Your Business
• Operations & Success

What Is an Assignment of Contract?

Assignment of Contract Explained

Hero Images / Getty Images

Assignment of contract allows one person to assign, or transfer, their rights, obligations, or property to another. An assignment of contract clause is often included in contracts to give either party the opportunity to transfer their part of the contract to someone else in the future. Many assignment clauses require that both parties agree to the assignment.

Learn more about assignment of contract and how it works.

What Is Assignment of Contract?

Assignment of contract means the contract and the property, rights, or obligations within it can be assigned to another party. An assignment of contract clause can typically be found in a business contract. This type of clause is common in contracts with suppliers or vendors and in intellectual property (patent, trademark , and copyright) agreements.

How Does Assignment of Contract Work?

An assignment may be made to anyone, but it is typically made to a subsidiary or a successor. A subsidiary is a business owned by another business, while a successor is the business that follows a sale, acquisition, or merger.

Let’s suppose Ken owns a lawn mowing service and he has a contract with a real estate firm to mow at each of their offices every week in the summer. The contract includes an assignment clause, so when Ken goes out of business, he assigns the contract to his sister-in-law Karrie, who also owns a lawn mowing service.

Before you try to assign something in a contract, check the contract to make sure it's allowed, and notify the other party in the contract.

Assignment usually is included in a specific clause in a contract. It typically includes transfer of both accountability and responsibility to another party, but liability usually remains with the assignor (the person doing the assigning) unless there is language to the contrary.

What Does Assignment of Contract Cover?

Generally, just about anything of value in a contract can be assigned, unless there is a specific law or public policy disallowing the assignment.

Rights and obligations of specific people can’t be assigned because special skills and abilities can’t be transferred. This is called specific performance.   For example, Billy Joel wouldn't be able to transfer or assign a contract to perform at Madison Square Garden to someone else—they wouldn't have his special abilities.

Assignments won’t stand up in court if the assignment significantly changes the terms of the contract. For example, if Karrie’s business is tree trimming, not lawn mowing, the contract can’t be assigned to her.

Assigning Intellectual Property

Intellectual property (such as copyrights, patents, and trademarks) has value, and these assets are often assigned. The U.S. Patent and Trademark Office (USPTO) says patents are personal property and that patent rights can be assigned. Trademarks, too, can be assigned. The assignment must be registered with the USPTO's Electronic Trademark Assignment System (ETAS) .  

The U.S. Copyright Office doesn't keep a database of copyright assignments, but they will record the document if you follow their procedure.

Alternatives to Assignment of Contract

There are other types of transfers that may be functional alternatives to assignment.

Licensing is an agreement whereby one party leases the rights to use a piece of property (for example, intellectual property) from another. For instance, a business that owns a patent may license another company to make products using that patent.  

Delegation permits someone else to act on your behalf. For example, Ken’s lawn service might delegate Karrie to do mowing for him without assigning the entire contract to her. Ken would still receive the payment and control the work.

Do I Need an Assignment of Contract?

Assignment of contract can be a useful clause to include in a business agreement. The most common cases of assignment of contract in a business situation are:

• Assignment of a trademark, copyright, or patent
• Assignments to a successor company in the case of the sale of the business
• Assignment in a contract with a supplier or customer
• Assignment in an employment contract or work for hire agreement

Before you sign a contract, look to see if there is an assignment clause, and get the advice of an attorney if you want to assign something in a contract.

Key Takeaways

• Assignment of contract is the ability to transfer rights, property, or obligations to another.
• Assignment of contract is a clause often found in business contracts.
• A party may assign a contract to another party if the contract permits it and no law forbids it.

Legal Information Institute. " Assignment ." Accessed Jan. 2, 2021.

Legal Information Institute. " Specific Performance ." Accessed Jan. 2, 2021.

U.S. Patent and Trademark Office. " 301 Ownership/Assignability of Patents and Applications [R-10.2019] ." Accessed Jan. 2, 2021.

Licensing International. " What is Licensing ." Accessed Jan. 2, 2021.

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Get your assignment of agreement

by   Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

Read more...

Updated on: November 24, 2023 · 3 min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

• The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
• The assignor must agree to assign their rights and duties under the contract to the assignee.
• The assignee must agree to accept, or "assume," those contractual rights and duties.
• The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

• First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
• All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
• Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

• Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
• The effective date of the assignment and assumption agreement
• Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
• Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
• Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
• A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

You may also like

What does 'inc.' mean in a company name?

'Inc.' in a company name means the business is incorporated, but what does that entail, exactly? Here's everything you need to know about incorporating your business.

October 9, 2023 · 10min read

How to write a will: A comprehensive guide to will writing

Writing a will is one of the most important things you can do for yourself and for your loved ones, and it can be done in just minutes. Are you ready to get started?

February 9, 2024 · 11min read

How to start an LLC in 7 steps: A complete guide for 2024

It's easy to create a new LLC by filing paperwork with the state. But to set yourself up for success, you'll also need to think about your business name, finances, an operating agreement, and licenses and permits. Here's a step-by-step guide.

March 21, 2024 · 20min read

Assignment Of Contracts: Everything You Need to Know

Assignment of contracts is the legal transfer of the obligations and benefits of a contract from one party, called the assignor, to another, called the assignee. 3 min read updated on January 01, 2024

What Is Assignment of Contracts ?

Assignment of contracts is the legal transfer of the obligations and benefits of a contract from one party, called the assignor, to another, called the assignee. The assignor must properly notify the assignee so that he or she can take over the contractual rights and obligations. This can be done using a document called an assignment agreement, which allows you to protect your legal rights while transferring the contract.

An assignment agreement is appropriate for your needs if the following are true:

• You want to transfer your contractual rights, responsibilities, and obligations to another individual or company.
• You or your business is taking over a contract from another person or business.

The assignment agreement includes the names of the assignor and assignee, the name of the other party to the contract in question (known as the obligor ), the contract's title and expiration date, whether the obligor needs to consent to the rights transfer based on the original terms of the contract, when the obligor consented, when the assignment agreement takes effect, and what state will govern the transferred contract. The assignment agreement may also be called the contract assignment , assignment contract, or assignment of contract.

While assignment contracts are typically only used for amounts of less than $5,000, you can assign a higher profit contract when both the buyer and seller agree. You cannot assign a contract if the original contract prohibits doing so. 

If you are assigning a contract, you may want to ask the obligor to sign a release, or waiver, agreement that releases you from contract liability . In addition to transferring rights and obligations, you can also use an assignment agreement to transfer an income stream to an assignee. However, when transferring rights to intellectual or personal property, it's best to instead use a trademark assignment, bill of sale, or assignment of trade name.

How Do Assignments Work?

The procedure for assigning a contract depends on the language of that contract. For example, some contracts may disallow assignment, while others may allow it only when the obligor consents.  In some cases, the assignor is not relieved of contract liability. This occurs when the original contract has a clause that guarantees performance regardless of assignment.

If you want to buy a contract, look for sellers in newspaper ads, online marketing, and direct mail. In most cases, it makes the most sense to use multiple strategies. For real estate contracts , make sure you conduct a title search on the property in question to make sure there are no liens. You can hire a title company or real estate attorney to ensure that a title is clean before signing an assignment contract.

After you sign the assignment contract, you have interest in the property and can sell it to an end buyer. Market the property through a dedicated website. Once you find a potential buyer, require an earnest money deposit. This is nonrefundable and allows you to make a profit whether or not the deal is successfully completed. If the deal is completed, the end buyer wires funds to cover the sale price of the property along with your stated fee. 

In some cases, you can make a profit just by referring a buyer to an appropriate property and taking a finder's fee. With this strategy, you assign your rights to the buyer, allowing them to close on the property, after which you receive your fee. This is a low-risk endeavor if you have detailed information on exactly what each buyer is looking for. You'll also need to  have the resources to locate great properties before they hit the market. With those two components, you'll be able to make money as a real estate investor without risking your own capital. You can also close on the property yourself and immediately flip it to another investor.

When Are Assignments Not Enforced?

An assignment  agreement is not enforced if the original contract contains a clause that prohibits assignment. If performance is affected, value is decreased, or risk is increased for the obligor, few courts will enforce the assignment. These circumstances are referred to as a material alteration in the contract.

Contract assignments are also prohibited by some state laws. In many states, an employee is prohibited from assigning future wages. Certain claims against the federal government are also prohibited from an assignment. Some assignments violate public policy rather than law, such as assignment of personal injury claims. This is not allowed because it could encourage litigation.

If you need help with assignment of a contract you can  post your job  on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Assignment of Rights Example
• Assignment Contract Law
• Assignment of Rights and Obligations Under a Contract
• Assignment Law
• Legal Assignment
• What Is the Definition of Assigns
• Partial Assignment of Contract
• Assignment Legal Definition
• Assignment of Contract Rights
• Consent to Assignment

• Find a Lawyer
• Legal Topics
• Contract Law

Contract Assignment Agreement

(This may not be the same place you live)

  What Is a Contract Assignment?

In a contract assignment, one of the two parties may transfer their right to the other’s performance to a third party. This is known as “contract assignment.” Typically, all rights under a contract may be assigned. A provision in the agreement that states the contract may not be assigned usually refers to the delegation of the assignor’s (individual who assigns) obligations under that agreement, not their rights.

In modern law, the term “assignment of contract” usually means assigning both rights and duties under a contract.

What Is a Contract Assignment Agreement?

Who are the various parties involved in a contract assignment, how is a contract assignment created, when is a contract assignment prohibited, what should a contract assignment agreement contain, what are some common disputes related to assignment agreements, what is a breach of contract, what are the ways you can breach a contract, do i need a lawyer for help with a contract assignment agreement.

A contract assignment agreement may be created in cases involving a contract assignment. An assignment is where the recipient of products, services, or other rights transfers (assigns) their rights to another party. The party transferring their rights is the assignor, while the party performing the services is dubbed the obligor. The party obtaining the transferred rights is called the assignee.

Contract assignments are often utilized in cases similar to beneficiary and gift-giving situations. Yet, there is frequently a substantial business or commercial component to contract assignments (such as those projects involving commercial building and contracting).

There are two parties to the agreement in a contract, X and Y. The parties may agree to let X assign X’s rights to a third party . Once the third party enters the picture, each party has a particular name. For example, suppose X, a seller of bookmarks, contracts with Y, a purchaser of bookmarks. Y wants to have Y’s right to X’s performance (selling bookmarks every month) to another individual.

This third individual, Z, is dubbed the assignee. X is named the obligor , and Y is named the assignor since Y has assigned its right to X’s performance . X, the obligor, is bound to continue to perform its duties under the contract.

There are no “magical words” required to make an assignment. The law demands that the would-be assignor intend to wholly and immediately transfer their rights in the agreement. In addition, writing is generally not needed to make an assignment. As long as X and Y adequately comprehend what right is being assigned, an assignment is formed.

Comments that demonstrate a transfer is to take place suffice, such as “I plan to transfer my rights under this agreement,” “I plan to give my rights to Z,” or “I plan to confer an assignment on Z.” In addition, consideration, which is a bargained-for exchange needed for a contract to be proper, is not needed for the assignment.

In specific examples, an assignment of contract rights can be restricted. If the agreement includes a clause forbidding assignment of “the contract” without establishing more, the law construes this language as banning only delegation of the assignor’s duties, not their rights.

If the assignment language states “assignment of contractual rights is forbidden,” the obligor may sue for damages if the assignor tries to assign the agreement. If the contract language says that attempts to assign “will be null,” the parties can ban the assignment of rights.

Under current contract law, the expression “I assign the contract” is usually interpreted to mean that one is assigning rights and duties. What is an assignment of duties? An assignment of duties emerges where Y, dubbed the obligor or delegator, promises to perform for X, the obligee. Y then entrusts their duty to perform to Z, the delegate. Under the law, most duties can be delegated.

A contract assignment should include:

• Names of the parties involved
• Depictions of the rights or contract benefits being assigned
• When the assignment takes effect, and whether or not it lapses
• Conditions regarding legal action if a breach or violation of contract should ensue

Most jurisdictions don’t demand a contract assignment to be in writing. Of course, it’s always best to put the agreement in writing to create a record of the transaction if there are any future problems.

Some typical legal problems involving contract assignments include:

• Failure to transfer the rights to the assignee
• Refusal to cooperate with the contract assignment terms
• Use of deception, misrepresentation, or force when dealing with assignment agreement documents
• Blunders or mistakes concerning definitions of the assignment subject

Conflicts oftentimes require legal action in a court of law to settle the legal problems. This can result in a monetary damages award to cover losses caused by a breach of contract. Alternatively, some courts may enforce other remedies such as cancellation or rewriting of the agreement.

A breach of contract may arise when a party to a good agreement has failed to fulfill their side of the deal.

For example, the terms of a contract guide the parties in what they must do and how they should do it to maintain their promise. If a party does not do what the agreement instructs them to do, then the non-breaching party will be entitled to take legal action and file a lawsuit against them in court.

A breach of contract can arise as either a partial or a complete breach. A court will also consider whether the breach was substantial or only a minor one. This will allow the court to decide what type of damages the breaching party should have to expend.

There are three major ways for which a party can be held liable for breach of contract. This includes when:

• There is an anticipatory breach: Often referred to as anticipatory repudiation, this kind of breach happens when the breaching party tells the non-breaching party that they will not be fulfilling the terms of their contract. Once the other party is informed, they can sue for breach of contract.
• A party has committed a minor breach: A minor breach of contract happens when a party fails to perform a small contract detail. The total contract has not been violated and can still be substantially performed in this circumstance. This also comes up when there is a technical mistake with the agreement (e.g., a false date, price, or typo within the terms of the agreement).
• If there is a material or fundamental breach: These are the most standard sorts of breaches cited as the basis of a breach of contract action. When the breach is so substantial, it essentially cancels the contract because it renders performance by either party impossible.

Some other ways that a contract can be breached include when the contract is dishonest, if the contract was formed illegally or is unconscionable, and when there is a mistake of fact present in the agreement terms. The parties may also include conditions unique to their respective agreement, which specify when a party’s actions can be deemed a breach.

Further, state regulations and the type of contract (e.g., lease agreement, sales contract, government contract, etc.) may indicate other ways a contract can be breached.

Contract agreements often require much attention to detail and foresight for anticipating future events. It’s in your best interests to hire a contract lawyer if you need help with any contract matters. Your lawyer can help you with your records and represent you if you ever need to file a claim in court for damages.

Save Time and Money - Speak With a Lawyer Right Away

• Buy one 30-minute consultation call or subscribe for unlimited calls
• Subscription includes access to unlimited consultation calls at a reduced price
• Receive quick expert feedback or review your DIY legal documents
• Have peace of mind without a long wait or industry standard retainer
• Get the right guidance - Schedule a call with a lawyer today!

Need a Contract Lawyer in your Area?

• Connecticut
• Massachusetts
• Mississippi
• New Hampshire
• North Carolina
• North Dakota
• Pennsylvania
• Rhode Island
• South Carolina
• South Dakota
• West Virginia

Ty McDuffey

LegalMatch Legal Writer

Updating Author

Ty began working at LegalMatch in November 2021. Ty holds a Professional Writing Degree from Missouri State University with a minor in Economics. Ty received his Juris Doctorate from the University of Missouri-Kansas City School of Law in May of 2021. Before joining LegalMatch, Ty worked as a law clerk and freelance writer. Ty is a native of Lake of the Ozarks, Missouri, and currently resides in Kansas City. Read More

Jose Rivera

Managing Editor

Original Author

Related Articles

• When Can a Party Assign Contractual Rights to Another Party?
• What Are Contractual Rights?
• When a Party to a Contract Makes a Unilateral Mistake
• Unilateral Mistake Examples
• Retainer Fee Contracts
• What is a Non-disclosure Agreement
• Breach of a Confidentiality Agreement
• Non-Disclosure Agreement Violation
• Lawyers for Contracts: Contract Dispute Attorney Near Me
• Contract Mistake Lawyers
• Contract Error Lawsuits
• Breach of Real Estate Contract
• Fraud in Contract Law
• Contract Coercion
• Legally Binding Contracts
• Contract Violation Lawyers
• Binding Agreement
• Duty to Read a Contract
• What are Employment Contracts?
• Resolving Contract Conflicts
• State Employment Contracts
• Land Contract Agreements
• Installment Contract
• What is a Land Contract?
• What is a Service Contract?
• Service-Level Agreement Disputes
• Contract Obligations
• Legal Contracts
• Indemnity Clause Law
• Indemnification

Discover the Trustworthy LegalMatch Advantage

• No fee to present your case
• Choose from lawyers in your area
• A 100% confidential service

How does LegalMatch work?

Law Library Disclaimer

16 people have successfully posted their cases

• EXPLORE Random Article

How to Draft an Assignment of Contract

Last Updated: January 23, 2022

This article was co-authored by Clinton M. Sandvick, JD, PhD . Clinton M. Sandvick worked as a civil litigator in California for over 7 years. He received his JD from the University of Wisconsin-Madison in 1998 and his PhD in American History from the University of Oregon in 2013. This article has been viewed 5,316 times.

A contract is an agreement between at least two parties—A and B. However, one party might want to transfer the contract to someone else. For example, B might want to assign its rights and obligations to C. Sometimes, a contract prohibits assignment, in which case B can’t assign the contract to anyone. In other contracts, the other party to the original contract (here Party A) must also agree to the assignment from B to C. If the contract allows assignment, then an assignment can take place once a proper assignment agreement has been created.

Starting the Assignment Agreement

• If you are printing the agreement on letterhead, make sure to leave enough room at the top.

• Sample language could read, “This Assignment (‘Assignment’), dated as of [insert date] (‘Effective Date’), is made between [insert your name] (‘Assignor’) and [insert the name of the assignee] (‘Assignee’).” [1] X Research source

• Sample recitals could read, “Whereas, Assignor entered into the following Contract with [the name of the party you contracted with, called the ‘obligor’] on [insert date of the contract] (‘Contract’); and whereas Assignor wishes to assign all of its rights and obligations under the Contract to Assignee. Now, therefore, Assignor and Assignee agree as follows.”

Granting the Assignment

• A sample grant could read: “Assignor and Assignee hereby agree that the Assignor shall assign all its title, right, and interest, and delegate all its obligations, responsibilities, and duties, in and to the Contract to Assignee.”

• “Assignee hereby accepts the assignment of all of Assignor’s obligations, responsibilities, and duties under the Contract and all of Assignor’s right, title, and interest in and to the Contract.”

• A sample modification provision could read: “This Agreement may only be modified if the modification is made in writing and executed by both Assignor and Assignee. No verbal agreement is allowed.”

• The assignor could agree to indemnify the obligor: “Assignor agrees to defend and indemnify [insert name of the obligor] from any and all claims, judgments, actions, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignor’s performance prior to the assignment of the Contract and resulting from Assignee’s performance after the assignment of the Contract. However, after the assignment of the Contract, [insert name of the obligor] shall first look to Assignee to satisfy all claims, actions, judgments, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages resulting from Assignee’s performance.”
• The assignee should also agree to indemnify the obligor: “Assignee agrees to indemnify the [insert name of obligor] from any and all claims, judgments, actions, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignee’s performance after the assignment of the Contract.”

Finalizing the Agreement

• You could write, “This Assignment shall be construed and interpreted, and the rights of the parties determined by, the laws of the State of Maine (without regard to the conflicts of law principles thereof or any other jurisdiction).” [2] X Research source

• A sample clause could read, “If any part of this Agreement is declared invalid or unenforceable, the remainder of the Agreement shall continue to be valid and enforceable.” [3] X Research source

• Just above the signature line, insert: “In witness whereof, the parties have caused this Assignment to be duly executed as of the date first written above.” [4] X Research source

• If you don’t have an attorney, then you should contact your local or state bar association and ask for a referral.
• When scheduling the consultation, ask how much the attorney charges.

Expert Q&A

You might also like.

• ↑ http://contracts.onecle.com/annies/baking-assignment-2014-03-20.shtml
• ↑ http://www.contractstandards.com/clauses/severability

About this article

Reader Success Stories

Luciana Alencar

Dec 20, 2017

Did this article help you?

• About wikiHow
• Terms of Use
• Privacy Policy
• Do Not Sell or Share My Info
• Not Selling Info

Primary tabs

Assignment is a legal term whereby an individual, the “assignor,” transfers rights, property, or other benefits to another known as the “ assignee .”   This concept is used in both contract and property law.  The term can refer to either the act of transfer or the rights /property/benefits being transferred.

Contract Law   

Under contract law, assignment of a contract is both: (1) an assignment of rights; and (2) a delegation of duties , in the absence of evidence otherwise.  For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C.  That is, this assignment is both: (1) an assignment of A’s rights under the contract to the $50; and (2) a delegation of A’s duty to teach guitar to C.  In this example, A is both the “assignor” and the “delegee” who d elegates the duties to another (C), C is known as the “ obligor ” who must perform the obligations to the assignee , and B is the “ assignee ” who is owed duties and is liable to the “ obligor ”.

(1) Assignment of Rights/Duties Under Contract Law

There are a few notable rules regarding assignments under contract law.  First, if an individual has not yet secured the contract to perform duties to another, he/she cannot assign his/her future right to an assignee .  That is, if A has not yet contracted with B to teach B guitar, A cannot assign his/her rights to C.  Second, rights cannot be assigned when they materially change the obligor ’s duty and rights.  Third, the obligor can sue the assignee directly if the assignee does not pay him/her.  Following the previous example, this means that C ( obligor ) can sue B ( assignee ) if C teaches guitar to B, but B does not pay C $50 in return.

            (2) Delegation of Duties

If the promised performance requires a rare genius or skill, then the delegee cannot delegate it to the obligor.  It can only be delegated if the promised performance is more commonplace.  Further, an obligee can sue if the assignee does not perform.  However, the delegee is secondarily liable unless there has been an express release of the delegee.  That is, if B does want C to teach guitar but C refuses to, then B can sue C.  If C still refuses to perform, then B can compel A to fulfill the duties under secondary liability.

Lastly, a related concept is novation , which is when a new obligor substitutes and releases an old obligor.  If novation occurs, then the original obligor’s duties are wiped out. However, novation requires an original obligee’s consent .  

Property Law

Under property law, assignment typically arises in landlord-tenant situations.  For example, A might be renting from landlord B but wants to another party (C) to take over the property.   In this scenario, A might be able to choose between assigning and subleasing the property to C.  If assigning , A would be giving C the entire balance of the term, with no reversion to anyone whereas if subleasing , A would be giving C for a limited period of the remaining term.  Significantly, under assignment C would have privity of estate with the landlord while under a sublease, C would not. 

[Last updated in May of 2020 by the Wex Definitions Team ]

• business law
• landlord & tenant
• property & real estate law
• trusts, inheritances & estates
• wex definitions

• assignments basic law

Assignments: The Basic Law

The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.

As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.

The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.

Basic Definitions and Concepts:

An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).

An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.

The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.

Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.

No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.

Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)

The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.

The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)

The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.

More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.

And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.

Novation Compared to Assignment:

Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”

A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.

Equitable Assignments:

An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.

In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.

An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.

Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .

But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.

Enforceability of Assignments:

Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.

In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.

After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.

Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.

Assignment of Contractual Rights:

Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.

If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.

In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).

On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.

The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.

Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.

A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.

Noncompete Clauses and Assignments:

Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.

A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.

Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.

Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.

A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.

Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.

A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.

Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.

It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)

It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.

Conclusion:

In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.

As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.

One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.

Founded in 1939, our law firm combines the ability to represent clients in domestic or international matters with the personal interaction with clients that is traditional to a long established law firm.

Read more about our firm

© 2024, Stimmel, Stimmel & Roeser, All rights reserved  | Terms of Use | Site by Bay Design

• Corporations
• Definitions

Assignment of Contract (What It Is And How It Works: Best Overview)

Looking for Assignment of Contract ?

What is the assignment of a contract in simple terms?

How does it work?

In this article, I will break down the meaning of contract assignment so you know all there is to know about it!

Keep reading as I have gathered exactly the information that you need!

Let me explain to you what assignment of contract means and why it matters!

Are you ready?

Let’s get started!

Table of Contents

What Is Assignment of Contract

The assignment of contract refers to instances where one party to a contract transfers its rights and obligations to another party.

In other words, one contracting party exits the contract and another party steps in the exiting party’s shoes.

For instance, Mary and Joe are parties to a contract.

Joe assigns his rights and obligations under the contract to Tim.

The original contract now continues between Mary and Tim where Joe has stepped out.

The party assigning the contract is called the “assignor” and the third party stepping in to the assignor’s shoes is the “assignee”.

Be sure to keep reading as I will explain to you how the assignment works and it’s important that you know more about the assignor’s liability when assigning the contract.

Assignment Under Contract Law

Under contract law , the assignment of a contract is considered to include the assignment of rights and the delegation of the party’s duties to another.

This means that the assignor’s rights are passed on to the assignee.

In addition to that, the assignor’s duties under the contract are also assigned to the assignee.

Assignment Under Property Law

In property law, the assignment of contract generally takes place between landlords and tenants.

Typically, a person (the tenant) will sign a lease with another party (the landlord) to rent an apartment or premises.

If the tenant wishes to leave the premise without breaching the terms of the contract, an assignment may be an option.

In that case, the tenant will assign its rights and duties under the lease agreement to another party (a new tenant).

How Assignment of Contract Works

To better understand the assignment of contract, let’s look more closely at how it works.

Contract Assignment Clause

One of the first things you should consider when contemplating an assignment of a contract is to find the contract assignment clause in your contract.

In most commercial contracts, the parties will include an assignment clause governing the possible assignment by the parties.

Some contracts will authorize the assignment, others will limit assignment to specific situations, while some contracts entirely prohibit assignments.

Be sure to read the contract assignment to see how your contract regulates assignments.

Consent To Assignment of Contract

In most cases, a contracting party looking to assign the contract to another party will need to get the consent of the other contracting party.

If the staying party consents to the assignment, the assignor can proceed with the assignment of the agreement to a third party (or assignee).

However, if the staying party does not consent to the assignment, then the other party must remain in the contract and observe its contractual obligations.

Assignor’s Liability

Assigning a contract does not necessarily mean that the assignor will be released of all liability under the contract.

Depending on the assignment clause language, the assignor may have the right to assign the contract but continue to remain liable under the contract.

In the event the assignor may continue to remain liable under the contract, it’s important that an assignment agreement be signed where the staying party releases and discharges the assignor of future contract liability .

Assignment Enforceability

Under the assignment law, when a contract is assigned as per the terms of the contract, the assignment will be legally enforceable.

However, assignment contracts are not enforceable if the contract prohibits the assignment, the assignment agreement is not materially consistent with the obligations under the original contract, or the assignment violates public policy or the law in some way.

In addition, a contract cannot be assigned if the assignor is not formally in a contract.

There are also instances where the contract requires that a party with special skills or unique characteristics render the services or perform the obligations, and an assignment would not work.

Keep reading as I will now give you an example of contract assignment so you can see how it works in practice.

Contract Assignment Process

The actual contract assignment process is fairly straightforward for most contracts.

Contract Assignment Steps

Here are the steps you’ll need to take to assign a contract:

• See if the contract has an assignment clause
• Make sure that the assignment clause authorizes assignments 
• If the assignment is authorized, follow the assignment logistic provided in the contract 
• If the assignment is prohibited, you may want to speak to the other contracting party to see if you could get consent to assign the contract

In some cases, all you may need to do is to give notice of assignment to provide the details of the assignment if the contract allows for an assignment this way.

In other cases, you may want to have an assignment agreement signed by the staying party, the exiting party, and the third party detailing the terms and conditions of the assignment.

Assignment Agreement Content

When a contract assignment agreement is needed, you should make sure that you include all the right information for the assignment to be valid and enforceable.

In most cases, the assignment of the contract is simple where you may find an assignment of contract form online to complete.

For simple assignment contracts, here is the content that you should expect:

• Identification of the parties (original contract parties and assignee)
• Contract assignment effective date
• Original contracting party’s consent to the assignment
• Assignee’s acceptance of the assignment 
• Assignor’s release and discharge of obligations going forward 
• Governing law 
• Signature block for the three parties 

Alternatives To Assignment Contracts

What are the alternatives to a contract assignment?

Here are the main alternatives to a contract assignment:

• Novation 

Licensing refers to situations when a party authorizes another party to use a property or asset (whether tangible or intangible).

Delegation is when someone authorizes another to act on its behalf under a contract.

Novation is when a new party takes on a contracting party’s rights and obligations where the existing party’s rights are relinquished and all liability under the original contract wiped out.

Assignment of Contract vs Delegation of Contract

What is the difference between the assignment of a contract and the delegation of a contract?

The “assignment” of contract refers to a situation where one contracting party “transfers” the contract to a third party.

Once the assignment is completed, the assignor will no longer be in a contract with the other contracting party and the assignee will take the assignor’s place.

For example, Party A and Party B are part of a service contract.

Party B assigns the contract to Party C.

Going forward, the contract will be between Party A and Party C.

On the other hand, a delegation is when a party to a contract subcontracts parts of a contract to another party.

The party delegating the contract to another remains a contracting party and will remain responsible for the contract even though the obligations were delegated to another.

For example, a general contractor may delegate the plumbing work in a project to a plumber.

Although the general contractor has delegated part of the project to a subcontractor, it remains a contracting party and will remain responsible for the overall project.

Assignment of Contract Example

Let’s look at a few examples of when a contract may be assigned to another.

Assignment of Contract In Bankruptcy

You have entered into a contract with a company providing you with phone services.

The company goes bankrupt.

In the context of the bankruptcy, another phone company buys out a portion of the bankrupt’s book of business and your contract is in the pool of assets purchased.

The bankruptcy trustee assigns your contract from the bankrupt phone company to the new phone company.

Assignment of Contract In Real Estate

In real estate, some investors engage in assignment transactions where they do not actually buy the property but enter into a purchase contract that it then assigns to another.

In essence, the real estate investor enters into a real estate purchase agreement defining the terms and conditions relating to the purchase of a property.

Following the executing of the real estate purchase agreement and prior to the “closing” of the transaction, it assigns the contract to another party in an attempt to make a profit without ever actually owning the property.

Assignment of Contract In Corporate Restructuring

In the corporate world, companies tend to restructure their operations to ensure they are legally and operationally optimized.

In the context of a corporate restructuring transaction, a company may assign a contract to another entity within its group, a subsidiary, or an affiliate.

Assignment of Agreement Takeaways 

So there you have it folks!

What Does Assignment of Contract Mean

“Assignment of contract” is a legal term used to refer to situations where a party to an existing contract transfers its contractual obligations to another party.

Following the assignment , the assignee becomes responsible to execute the contractual obligations in favor of the party staying in the original contract.

If you are looking to assign a contract, you may want to consult with a qualified contract attorney who can assess your rights and obligations.

Keep in mind that a simple assignment of a contract does not necessarily mean that the assignor is released from liability under the original contract.

Now that you know what is an assignment of contract, how it works, and what it entails, good luck with your transaction!

My Investing, Business, and Law Blog

By the way, on this blog, I focus on topics related to starting a business, business contracts, and investing, making money geared to beginners, entrepreneurs, business owners, or anyone eager to learn. 

I started this blog out of my passion to share my knowledge with you in the areas of finance, investing, business, and law, topics that I truly love and have spent decades perfecting.

You may find useful nuggets of wisdom to help you in your entrepreneurship journey and as an investor.

Looking For Real Actionable Tips To Reach Your Financial And Business Goals?

If you’re interested in my actionable tips, guides, and knowledge on how to achieve your financial and business goals, subscribe to my blog and I’ll share with you my premium and exclusive content that will blow you away!

I’d love to share the insider knowledge that I’ve acquired over the years to help you achieve your business and financial goals.

If you enjoyed this article on what is an assignment contract, I recommend you look into the following terms and concepts. Enjoy!

You May Also Like Related to Assignment Contract

Assignment agreement  Assignment fee  Contract assignment clause Contractual performance  Double closing  Employment agreement  Express release  Express waiver Integration clause  Letter of assignment  Licensing agreement Operating agreement Parol evidence rule  Partnership agreement  Purchase contract Real estate wholesalers  Rental agreement Sale of business Service contract Author

Related to Contracts

Bilateral contract  Bill of materials Bill of sale Contract assignment  Credit default swap Liquidated damages Mailbox rule Novation contract Offer and acceptance Penal damages Pre-settlement risk Promissory estoppel Quantum meruit Specific performance Tripartite agreement UCC 1 308 UCC Article 2 Unilateral contract  What is addendum What is counterparty  What is exhibit What is schedule  Work for hire Author

RELATED ARTICLES

What is a special purpose entity (all you need to know), what is corporate raiding (explained: all you need to know), what are golden shares (explained: all you need to know), most popular, what is a targeted repurchase (explained: all you need to know), what is a friendly takeover (explained: all you need to know), editor's picks, which of the following is defined as a contract that prescribes the technical support (answer), is saturday a business day (overview: all you need to know), net operating working capital (what it is and how to calculate it), how to use not only but also (explained: all you need to know), duly noted meaning (explained: all you need to know).

• Privacy Policy
• Terms of Use

How does it work?

1. choose this template.

Start by clicking on "Fill out the template"

2. Complete the document

Answer a few questions and your document is created automatically.

3. Save - Print

Your document is ready! You will receive it in Word and PDF formats. You will be able to modify it.

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 .

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document:

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

Country: United States

General Business Documents - Other downloadable templates of legal documents

• Amendment to Agreement
• Loan Agreement
• Loan Agreement Modification
• Release of Loan Agreement
• Non-Compete Agreement
• Partnership Dissolution Agreement
• Notice of Withdrawal from Partnership
• Power Of Attorney
• Debt Acknowledgment Form
• Meeting Minutes
• Request to Alter Contract
• Release Agreement
• Guaranty Agreement
• Joint Venture Agreement
• Debt Settlement Agreement
• Breach of Contract Notice
• Corporate Proxy
• Mutual Rescission and Release Agreement
• Notice for Non-Renewal of Contract
• Meeting Notice
• Other downloadable templates of legal documents

• Skip to primary navigation
• Skip to main content
• Skip to primary sidebar
• Skip to footer

Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

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.

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.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
• Legal Resources
• Partner With Us
• Terms of Use
• Privacy Policy
• Do Not Sell My Personal Information

The document above is a sample. Please note that the language you see here may change depending on your answers to the document questionnaire.

Thank you for downloading!

How would you rate your free template?

Click on a star to rate

Assignment of contract

How it relates to the law in british columbia canada.

In British Columbia, an assignment of contract is a legal document that allows one party to transfer their rights and obligations under a contract to another party. This can be useful in situations where the original party is unable or unwilling to fulfill their obligations under the contract, or where they wish to transfer the benefits of the contract to another party. Under British Columbia law, an assignment of contract is generally valid and enforceable, provided that certain conditions are met. These conditions may include obtaining the consent of the other party to the contract, ensuring that the assignment does not violate any laws or regulations, and ensuring that the assignee is capable of fulfilling the obligations under the contract. In some cases, an assignment of contract may also be subject to specific legal requirements or restrictions, depending on the nature of the contract and the parties involved. For example, certain types of contracts may be subject to specific statutory requirements, such as the requirement for written consent or notice of assignment. Overall, an assignment of contract can be a useful tool for parties in British Columbia to transfer their rights and obligations under a contract, but it is important to ensure that all legal requirements are met in order to avoid any potential legal issues or disputes.

Impact on Business Owners in British Columbia

The impact of the assignment of contract on small businesses in British Columbia, Canada, is that it provides them with the ability to transfer their contractual rights and obligations to a third party. This can be useful for small businesses that are unable or unwilling to fulfill their obligations under a contract, or for those who wish to transfer the benefits of the contract to another party. However, small businesses must ensure that all legal requirements are met, such as obtaining the consent of the other party to the contract and ensuring that the assignee is capable of fulfilling the obligations under the contract, in order to avoid any potential legal issues or disputes.

Potential Legal Risks, Legal Challenges, or Legal Pitfalls for Businesses in British Columbia

As a small business owner in British Columbia, it is important to be aware of the potential legal risks and challenges associated with the assignment of contract. This refers to the transfer of rights and obligations under a contract from one party to another. One potential legal risk is that the assignment may be prohibited by the terms of the contract itself. It is important to carefully review the contract to ensure that there are no restrictions on assignment, or to obtain the consent of the other party to the assignment. Another potential legal challenge is that the assignment may not be valid if it is not properly executed. This could result in a breach of contract and potential legal action against the business. To avoid these issues, it is important to seek legal advice before entering into any contract that may be subject to assignment. This can help ensure that the contract is properly drafted and that any potential restrictions on assignment are identified and addressed. In addition, it is important to ensure that any assignment is properly executed and that all necessary steps are taken to transfer the rights and obligations under the contract to the new party. By being aware of these potential legal risks and challenges, small businesses in British Columbia can take steps to avoid or mitigate them and ensure that their contracts are properly assigned.

BC Business Practices and Consumer Protection Act (BPCPA)

What’s a Rich Text element?

The rich text element allows you to create and format headings, paragraphs, blockquotes, images, and video all in one place instead of having to add and format them individually. Just double-click and easily create content.

Static and dynamic content editing

A rich text element can be used with static or dynamic content. For static content, just drop it into any page and begin editing. For dynamic content, add a rich text field to any collection and then connect a rich text element to that field in the settings panel. Voila!

How to customize formatting for each rich text

Headings, paragraphs, blockquotes, figures, images, and figure captions can all be styled after a class is added to the rich text element using the "When inside of" nested selector system → .

• Coaching Team
• Investor Tools
• Student Success

Real Estate Investing Strategies

• Real Estate Business
• Real Estate Markets
• Real Estate Financing
• REITs & Stock Investing

How To Navigate The Real Estate Assignment Contract

What is assignment of contract?

Assignment of contract vs double close

How to assign a contract

Assignment of contract pros and cons

Even the most left-brained, technical real estate practitioners may find themselves overwhelmed by the legal forms that have become synonymous with the investing industry. The assignment of contract strategy, in particular, has developed a confusing reputation for those unfamiliar with the concept of wholesaling. At the very least, there’s a good chance the “assignment of contract real estate” exit strategy sounds more like a foreign language to new investors than a viable means to an end.

A real estate assignment contract isn’t as complicated as many make it out to be, nor is it something to shy away from because of a lack of understanding. Instead, new investors need to learn how to assign a real estate contract as this particular exit strategy represents one of the best ways to break into the industry.

In this article, we will break down the elements of a real estate assignment contract, or a real estate wholesale contract, and provide strategies for how it can help investors further their careers. [ Thinking about investing in real estate? Register to attend a FREE online real estate class and learn how to get started investing in real estate. ]

What Is A Real Estate Assignment Contract?

A real estate assignment contract is a wholesale strategy used by real estate investors to facilitate the sale of a property between an owner and an end buyer. As its name suggests, contract assignment strategies will witness a subject property owner sign a contract with an investor that gives them the rights to buy the home. That’s an important distinction to make, as the contract only gives the investor the right to buy the home; they don’t actually follow through on a purchase. Once under contract, however, the investor retains the sole right to buy the home. That means they may then sell their rights to buy the house to another buyer. Therefore, when a wholesaler executes a contact assignment, they aren’t selling a house but rather their rights to buy a house. The end buyer will pay the wholesale a small assignment fee and buy the house from the original buyer.

The real estate assignment contract strategy is only as strong as the contracts used in the agreement. The language used in the respective contract is of the utmost importance and should clearly define what the investors and sellers expect out of the deal.

There are a couple of caveats to keep in mind when considering using sales contracts for real estate:

Contract prohibitions: Make sure the contract you have with the property seller does not have prohibitions for future assignments. This can create serious issues down the road. Make sure the contract is drafted by a lawyer that specializes in real estate assignment contract law.

Property-specific prohibitions: HUD homes (property obtained by the Department of Housing and Urban Development), real estate owned or REOs (foreclosed-upon property), and listed properties are not open to assignment contracts. REO properties, for example, have a 90-day period before being allowed to be resold.

What Is An Assignment Fee In Real Estate?

An assignment fee in real estate is the money a wholesaler can expect to receive from an end buyer when they sell them their rights to buy the subject property. In other words, the assignment fee serves as the monetary compensation awarded to the wholesaler for connecting the original seller with the end buyer.

Again, any contract used to disclose a wholesale deal should be completely transparent, and including the assignment fee is no exception. The terms of how an investor will be paid upon assigning a contract should, nonetheless, be spelled out in the contract itself.

The standard assignment fee is $5,000. However, every deal is different. Buyers differ on their needs and criteria for spending their money (e.g., rehabbing vs. buy-and-hold buyers). As with any negotiations , proper information is vital. Take the time to find out how much the property would realistically cost before and after repairs. Then, add your preferred assignment fee on top of it.

Traditionally, investors will receive a deposit when they sign the Assignment of Real Estate Purchase and Sale Agreement . The rest of the assignment fee will be paid out upon the deal closing.

Assignment Contract Vs Double Close

The real estate assignment contract strategy is just one of the two methods investors may use to wholesale a deal. In addition to assigning contracts, investors may also choose to double close. While both strategies are essentially variations of a wholesale deal, several differences must be noted.

A double closing, otherwise known as a back-to-back closing, will have investors actually purchase the home. However, instead of holding onto it, they will immediately sell the asset without rehabbing it. Double closings aren’t as traditional as fast as contract assignment, but they can be in the right situation. Double closings can also take as long as a few weeks. In the end, double closings aren’t all that different from a traditional buy and sell; they transpire over a meeter of weeks instead of months.

Assignment real estate strategies are usually the first option investors will want to consider, as they are slightly easier and less involved. That said, real estate assignment contract methods aren’t necessarily better; they are just different. The wholesale strategy an investor chooses is entirely dependent on their situation. For example, if a buyer cannot line up funding fast enough, they may need to initiate a double closing because they don’t have the capital to pay the acquisition costs and assignment fee. Meanwhile, select institutional lenders incorporate language against lending money in an assignment of contract scenario. Therefore, any subsequent wholesale will need to be an assignment of contract.

Double closings and contract assignments are simply two means of obtaining the same end. Neither is better than the other; they are meant to be used in different scenarios.

Flipping Real Estate Contracts

Those unfamiliar with the real estate contract assignment concept may know it as something else: flipping real estate contracts; if for nothing else, the two are one-in-the-same. Flipping real estate contracts is simply another way to refer to assigning a contract.

Is An Assignment Of Contract Legal?

Yes, an assignment of contract is legal when executed correctly. Wholesalers must follow local laws regulating the language of contracts, as some jurisdictions have more regulations than others. It is also becoming increasingly common to assign contracts to a legal entity or LLC rather than an individual, to prevent objections from the bank. Note that you will need written consent from all parties listed on the contract, and there cannot be any clauses present that violate the law. If you have any questions about the specific language to include in a contract, it’s always a good idea to consult a qualified real estate attorney.

When Will Assignments Not Be Enforced?

In certain cases, an assignment of contract will not be enforced. Most notably, if the contract violates the law or any local regulations it cannot be enforced. This is why it is always encouraged to understand real estate laws and policy as soon as you enter the industry. Further, working with a qualified attorney when crafting contracts can be beneficial.

It may seem obvious, but assignment contracts will not be enforced if the language is used incorrectly. If the language in a contract contradicts itself, or if the contract is not legally binding it cannot be enforced. Essentially if there is any anti-assignment language, this can void the contract. Finally, if the assignment violates what is included under the contract, for example by devaluing the item, the contract will likely not be enforced.

How To Assign A Real Estate Contract

A wholesaling investment strategy that utilizes assignment contracts has many advantages, one of them being a low barrier-to-entry for investors. However, despite its inherent profitability, there are a lot of investors that underestimate the process. While probably the easiest exit strategy in all of real estate investing, there are a number of steps that must be taken to ensure a timely and profitable contract assignment, not the least of which include:

Find the right property

Acquire a real estate contract template

Submit the contract

Assign the contract

Collect the fee

1. Find The Right Property

You need to prune your leads, whether from newspaper ads, online marketing, or direct mail marketing. Remember, you aren’t just looking for any seller: you need a motivated seller who will sell their property at a price that works with your investing strategy.

The difference between a regular seller and a motivated seller is the latter’s sense of urgency. A motivated seller wants their property sold now. Pick a seller who wants to be rid of their property in the quickest time possible. It could be because they’re moving out of state, or they want to buy another house in a different area ASAP. Or, they don’t want to live in that house anymore for personal reasons. The key is to know their motivation for selling and determine if that intent is enough to sell immediately.

With a better idea of who to buy from, wholesalers will have an easier time exercising one of several marketing strategies:

Direct Mail

Real Estate Meetings

Local Marketing

2. Acquire A Real Estate Contract Template

Real estate assignment contract templates are readily available online. Although it’s tempting to go the DIY route, it’s generally advisable to let a lawyer see it first. This way, you will have the comfort of knowing you are doing it right, and that you have counsel in case of any legal problems along the way.

One of the things proper wholesale real estate contracts add is the phrase “and/or assigns” next to your name. This clause will give you the authority to sell the property or assign the property to another buyer.

You do need to disclose this to the seller and explain the clause if needed. Assure them that they will still get the amount you both agreed upon, but it gives you deal flexibility down the road.

3. Submit The Contract

Depending on your state’s laws, you need to submit your real estate assignment contract to a title company, or a closing attorney, for a title search. These are independent parties that look into the history of a property, seeing that there are no liens attached to the title. They then sign off on the validity of the contract.

4. Assign The Contract

Finding your buyer, similar to finding a seller, requires proper segmentation. When searching for buyers, investors should exercise several avenues, including online marketing, listing websites, or networking groups. In the real estate industry, this process is called building a buyer’s list, and it is a crucial step to finding success in assigning contracts.

Once you have found a buyer (hopefully from your ever-growing buyer’s list), ensure your contract includes language that covers earnest money to be paid upfront. This grants you protection against a possible breach of contract. This also assures you that you will profit, whether the transaction closes or not, as earnest money is non-refundable. How much it is depends on you, as long as it is properly justified.

5. Collect The Fee

Your profit from a deal of this kind comes from both your assignment fee, as well as the difference between the agreed-upon value and how much you sell it to the buyer. If you and the seller decide you will buy the property for $75,000 and sell it for $80,000 to the buyer, you profit $5,000. The deal is closed once the buyer pays the full $80,000.

Assignment of Contract Pros

For many investors, the most attractive benefit of an assignment of contract is the ability to profit without ever purchasing a property. This is often what attracts people to start wholesaling, as it allows many to learn the ropes of real estate with relatively low stakes. An assignment fee can either be determined as a percentage of the purchase price or as a set amount determined by the wholesaler. A standard fee is around $5,000 per contract.

The profit potential is not the only positive associated with an assignment of contract. Investors also benefit from not being added to the title chain, which can greatly reduce the costs and timeline associated with a deal. This benefit can even transfer to the seller and end buyer, as they get to avoid paying a real estate agent fee by opting for an assignment of contract. Compared to a double close (another popular wholesaling strategy), investors can avoid two sets of closing costs. All of these pros can positively impact an investor’s bottom line, making this a highly desirable exit strategy.

Assignment of Contract Cons

Although there are numerous perks to an assignment of contract, there are a few downsides to be aware of before searching for your first wholesale deal. Namely, working with buyers and sellers who may not be familiar with wholesaling can be challenging. Investors need to be prepared to familiarize newcomers with the process and be ready to answer any questions. Occasionally, sellers will purposely not accept an assignment of contract situation. Investors should occasionally expect this, as to not get discouraged.

Another obstacle wholesalers may face when working with an assignment of contract is in cases where the end buyer wants to back out. This can happen if the buyer is not comfortable paying the assignment fee, or if they don’t have owner’s rights until the contract is fully assigned. The best way to protect yourself from situations like this is to form a reliable buyer’s list and be upfront with all of the information. It is always recommended to develop a solid contract as well.

Know that not all properties can be wholesaled, for example HUD houses. In these cases, there are often anti-assigned clauses preventing wholesalers from getting involved. Make sure you know how to identify these properties so you don’t waste your time. Keep in mind that while there are cons to this real estate exit strategy, the right preparation can help investors avoid any big challenges.

Assignment of Contract Template

If you decide to pursue a career wholesaling real estate, then you’ll want the tools that will make your life as easy as possible. The good news is that there are plenty of real estate tools and templates at your disposal so that you don’t have to reinvent the wheel! For instance, here is an assignment of contract template that you can use when you strike your first deal.

As with any part of the real estate investing trade, no single aspect will lead to success. However, understanding how a real estate assignment of contract works is vital for this business. When you comprehend the many layers of how contracts are assigned—and how wholesaling works from beginning to end—you’ll be a more informed, educated, and successful investor.

Click the banner below to take a 90-minute online training class and get started learning how to invest in today’s real estate market!

What is an STR in Real Estate?

Wholetailing: a guide for real estate investors, what is chain of title in real estate investing, what is a real estate fund of funds (fof), reits vs real estate: which is the better investment, multi-family vs. single-family property investments: a comprehensive guide.

Gatekeeper's COVID-19 Resource Centre

This website stores cookies on your computer. These cookies are used to improve your website and to provide more personlised services to you, both on this website and through other media.

To find out more about the cookies we use see our Privacy Policy .

• Book a Demo
• Gatekeeper for Legal Teams
• Gatekeeper for Procurement Teams
• Gatekeeper for Finance Teams
• Gatekeeper for Vendor Management Teams
• Gatekeeper for Operations Teams
• Gatekeeper for IT Teams
• Gatekeeper for Sales Teams

• Complete Guide to Contract Management (ebook)
• Contract Management Template Bundle (Excel)
• Contract Management RFP Templates (Excel)
• 2023 Gartner® Magic Quadrant™ Report
• An Introduction to Vendor Management (ebook)
• Vendor Risk Management Checklist
• Customer Knowledge Base How-to Guides for Using Gatekeeper
• Request my demo

Contract Management , Contracts , Compliance , Visibility

Contract Terminology: Contract terms you need to know

Rod Linsley Jun 11, 2018 4:52:15 PM

Assuming you’re not a legal professional, if you’ve ever read through a contract in detail, you’ll likely have come across a number of unfamiliar contract terminology that you’ve probably not seen in any other circumstances.

There’s a broad range of contractual terms, including various latin phrases, which are used in legal documents and will be understood by those drafting them on behalf of businesses.

This legalese can be a impenetrable to the layman and can create an unnecessary barrier to all parties being able to fully understand the content of a contract.

To help you overcome any unfamiliarity with clauses in a contract, we’ve created this handy jargon-buster, which outlines the commonly understood meanings of contract terminology. 

It’s worth pointing out that it’s not exhaustive and you should still consult with a legal professional if you’re looking to create or amend an official document, even if it's edits to common contract terms.

Contract terminology Glossary

You can visit our contract terminology glossary for a comprehensive list of legalese. Below are some of the most important phrases you need to know. 

Ab Initio (Ab Init ): Latin, meaning from the beginning.

Alternative Dispute Resolution (ADR) : methods of attempting to resolve a dispute without going to court. Arbitration, Mediation and negotiation are types of ADR. Contracts may contain a clause requiring the Parties to that contract to follow specific processes if a contract-related disagreement occurs. Such a clause may prevent a Party from starting court proceedings at all or without first following the prescribed process.

Arbitration : a method of dispute resolution where a private tribunal determines the resolution of a dispute between the Parties to a contract.

Assignment / Novation : the Parties to a contract may, under agreed conditions, transfer or assign (novate) any of their liabilities, rights or obligations under the contract to a third party.

Bankruptcy : the official legal status of a person or organisation that cannot repay the debts owed to creditors.

Bona Fide : Latin, meaning in good faith. Usually implies a level of trust that the Parties to a contract are acting honestly without any hidden motives.

Breach of Contract : failure by a Party to a contract to comply with one or more Conditions of the contract. A breach of contract will make the whole thing Void and can lead to Damages being awarded against the breaching Party.

Capitalised Terms : A word or a group of words can be defined to have specific meaning in a contract, to prevent misinterpretation of that word or group of words. By convention, such definitions are indicated by capitalising the first letter of each word in the term, such as 'Building' or 'High Value Property'. The definitions may be pre-defined, appearing in a specific definitions clause, where each defined term is followed by the desired meaning of that term. Definitions may also or instead be post-defined, appearing in the body of any particular clause after a group of words, such as 'Duties are to commence between 6am and 8am ('Start Time')'.

Caveat Emptor : Latin, meaning let the buyer beware. The buyer is responsible for ensuring that what they are acquiring under a contract is really what they want. An error of judgement by the buyer in this regard is not grounds for making the contract.

Condition : an essential or fundamental term in a contract. Failure of a condition results in Breach of Contract.

Confidential : a secret or something that should not be disclosed except under specified circumstances.

Consideration : the benefit given by each Party to a contract to the other Party in exchange for the contractual promise of another Party to the contract. The benefit exchanged can be something physical like equipment, monetary, behavioural like an action or inaction, anything that has some value to the provider of the benefit.

Counterpart : a copy of a contract, often created so that each Party to the contract may have its own copy. A contract may contain a Counterparts clause allowing the Parties to each sign their own copy of the contract rather than require all Parties to sign the one copy.

Cure Period : when a Default occurs, the breaching Party may have a certain period of time to cure the Default before the non-breaching Party is allowed to exercise Remedies. The non-breaching Party may need to give notice to the breaching Party before the time period.

Damages : an amount of money sought or awarded to a Party to a contract to compensate for the loss that Party has suffered due to a Breach of Contract.

Deed : a special type of legally binding and enforceable contract that does not require Consideration to pass from one Party to another.

Default : the circumstances where a Party to a contract is considered to be in Breach of Contract.

Deliverables : a collective name for all those tangible things that a Party to a contract is required to supply, often by an agreed date.

Entire Agreement : a clause in a contract stating that the written document is the complete understanding between the Parties. Any statement or promise made by a Party to the contract that is not in that written document will not be considered part of the legally binding contract, and cannot be relied upon in relation to the contract.

Excuse : something that forgives performance and bars enforcement of a contract. If performance of a contractual obligation of a Party to the contract is excused, this relieves the non-performing Party of liability with respect to that obligation.

Express Terms : the terms actually written in a contract or verbally agreed before or at the time the contract is made. See Implied Terms.

Force Majeure : the circumstances or situations described in a contract that may prevent one or more of the Parties to the contract from performing their contractual obligations. The occurrence of such circumstances or situations may excuse the affected Party.

Governing Law : the union, country or state / provincial laws applicable to a contract. The Governing Law will be used by the courts to interpret and make decisions about the contract in the event of a contractual dispute where the Parties are not based in the same union, country or state / province. This clause is normally coupled with a Jurisdiction clause.

Implied Terms : the terms that are implied in a contract by law, custom and practice without actually being mentioned in writing or verbally by any Party to the contract. Terms implied by custom and practice can always be overridden by Express Terms, but some terms implied by law cannot be overridden at all.

Indemnity : a contractual obligation on a Party to a contract to compensate for any loss another Party to the contract may suffer in the circumstances that are the subject of the Indemnity, such as payment of reasonable court costs in the settlement of a contractual dispute.

Injunction : a court order sought by a Party to a contract to make another Party to the contract do or stop doing something. It is sought urgently where the whole purpose of the contract would be defeated and Damages would not adequately compensate the Party seeking the Injunction for the loss it is likely to suffer from the other Party’s actions or omissions.

Insolvency : the situation where a person or business is unable to meet their financial obligations. See Bankruptcy, Liquidation and Receivership.

Intellectual Property Rights (IPR) : legal rights relating to the ownership of intellectual, industrial or artistic work, including, Inter Alia, patents (inventions), designs (graphics), trademarks (names or marks used to identify goods) and copyrights (rights of authorship).

Inter Alia : Latin, meaning among other things. This is often used in contracts to indicate that what is being specifically referred to is part of a larger group without having to name all the elements of the group.

Joint and Several Liability : in a contract where the Parties act together as partners, as well as being responsible together, each Party is also individually liable for the entire contract.

Jurisdiction : the place where a Party to a contract without any Alternative Dispute Resolution clause must bring court proceedings if there is a dispute about the contract.

Key Performance Indicator (KPI) : a qualitative or quantitative factor that can be measured to assist in determining whether or not a contract is, or is on track for, meeting its objectives. KPIs should be regularly and systematically reviewed in order to identify any issues or concerns as early as possible.

Liability : a Party to a contract's legal obligation, on its Breach of Contract, to compensate another Party to the contract for any harm so caused.

License : a method by which the owner of physical or Intellectual Property (the licensor) allows someone else (the licensee) to use it in some prescribed manner, typically but not always for a royalty or a fee.

Limited liability : a Party to a contract's financial liability may be limited to a fixed sum, commonly some fraction or multiple of the value of the fees paid by another Party to the contract over the preceding 12 months.

Liquidated Damages : a contract provision that estimates and fixes in advance the sum payable as Damages for a Party to the contract's Breach of Contract.

Liquidation : the formal dissolution of a business by the sale or transfer of its assets to pay a debt. This often occurs as a result of Insolvency, but a solvent business can be liquidated if it no longer wishes to continue trading.

Litigation : the conduct of court proceedings to resolve a dispute.

Mala Fide : Latin, meaning in bad faith, opposite of Bona Fide.

Material Breach : a Breach of Contract which has a serious, not merely trivial or inconsequential, effect on the benefit which the non-breaching Party to the contract would otherwise have gained from the contract.

Mediation : a form of Alternative Dispute Resolution where an independent person meets with the Parties to a contract to help them formulate their own resolution to a conflict.

Mutatis Mutandis : Latin, meaning changing whatever ought to be changed.

Obligation : something which must or must not be done by one or more Parties to a contract.

Party : Any individual, group or organisation participating in a contract. 'Parties' has a corresponding meaning.

Period : The length of time a contract is expected to be in force (see also 'Term').

Pro Rata : Latin, meaning for the rate, or assigning an amount to a fraction according to its share of the whole.

Pro Tempore (Pro Tem) : Latin, meaning for the time being.

Quid pro quo : Latin, meaning something for something. The basis for definition of Consideration in a contract, where each Party to the contract should offer something to the other.

Receivership : the appointment of a licensed insolvency practitioner to take over the running of a business that cannot meet its financial commitments.

Recitals : A section in a contract that states who the Parties are and their reasons for entering into the contract. Sometimes called 'Background' or 'Preamble'.

Remedies : the measures, including Damages and Injunctions, that can be taken by a court to help a Party to a contract in the event of Breach of Contract by another Party to the contract.

Representations : statements or promises made as a fact by one Party to a contract to another Party to the contract.

Rights : the things a Party to a contract is entitled to do or not do as the case may be.

Risk of Loss : allocation of responsibility for covering the risk of damage to or loss of goods being transported long distances after a sale has been completed, but before delivery has occurred. If the seller bears risk of loss during transport, the seller has a responsibility to provide substitute goods should the goods get lost or destroyed in transit. If the buyer bears risk of loss, the buyer generally must pay for the goods, even though they never arrive. Often parties cover the risk of loss with insurance.

Severability : the allowance a contract for removal or correction of portions of the contract that are incorrectly or illegally drawn up, allowing the remainder of the contract to be valid and enforceable.

Term : either (a) the length of time for which a contract operates (see Period) or (b) any contract clause (see Condition).

Termination for cause : a contract may identify the conditions under which a Party to the contract could terminate a contract due to another Party's material breach of the contract, such as becoming bankrupt or insolvent, failing to comply with confidentiality provisions, or failing to perform obligations due to a force majeure event. Depending on the nature of the breach, the non-breaching Party may terminate the contract immediately with or without notice, or provide the breaching Party with prior notice and an opportunity to cure the breach within a certain time frame, after which the contract may be terminated if the breach remains uncured.

Termination for convenience : a contract may allow one or more Parties to the contract to unilaterally terminate the contract without providing the other Parties to the contract with any reason. Such termination may only be allowed at certain times such as on the contract anniversary or following the end of any initial term, may require some minimum notice period, and could require payment of an early termination fee by the 'buying' Party or the refund by the 'selling' Party of the unused portion of any prepaid fees.

Territory : any geographical area where a contract has force.

Third Party : an individual, group, organisation or other legal entity (eg. a company) that is not a Party.

Time is of the Essence : a statement indicating that the times specified in a contract are so critical that if one Party to the contract does not comply with the timing requirements, another Party to the contract can immediately Terminate for Cause.

Variation : the method agreed by the Parties to a contract for making changes to the contract after it has been signed. It usually requires that any change to the contract be in writing signed by all Parties.

Void : making a contract unenforceable in law.

Waiver : an intentional surrendering of rights by a Party to a contract. A 'no waiver' clause can be agreed stating that no provision in the contract may be waived, except by means of a writing signed by the Party to the contract against whom a waiver is sought.

Warranties : promises made in a contract. Failure of a warranty results in liability to pay Damages.

Rod is a seasoned Contracts Management and Procurement professional with a senior IT Management background, specialising in ICT contracts

Enjoyed this post? Don't forget to share.

Ready to improve your contract & vendor management .

Supplier Management

Contract management, vendor management, contract lifecycle, popular posts, what is contract management - everything you need to know, managing contracts using excel: free templates for 2024, how to use rag status in vendor and contract lifecycle management (vclm), recent posts, contract renewals best practices for 2024, revolutionising supplier management at clayton utz with gatekeeper, contract management and the cloud, contract redlining software: streamlining legal processes, related content, how non-profit organisations can benefit from contract management software, 12 healthcare contract management best practices, subscribe to our newsletter.

Sign up today to receive the latest GateKeeper content in your inbox.

Subscribe to Email Updates

• REQUEST MY DEMO

• SPECIALISMS
• Contract Lifecycle Management
• Vendor Lifecycle Management
• Contract Management Software
• Vendor Management Software
• Artificial Intelligence
• OCR Search & Analysis
• Enterprise Contract Management
• USEFUL LINKS
• What is VCLM?
• How to manage vendors
• How to review a contract
• Complete Guide to CLM
• How to build a Business Case
• How to run an RFP
• Vision & Values
• Partner Program
• Privacy Policy
• Terms of Service
• Legality of E-Signatures
• Data Processing Agreement
• Data Feed Terms

Copyright © 2015 - 2024. Gatekeeper™ is a registered trademark.

Request your free demo of Gatekeeper

Top rated clm software.

Before Gatekeeper, our contracts were everywhere and nowhere. Anastasiia Sergeeva, Legal Operations Manager, BlaBlaCar

Gatekeeper is that friendly tap on the shoulder, to remind me what needs our attention. Donna Roccoforte, Paralegal, Hakkasan Group

Great System. Vetted over 25 other systems and Gatekeeper rose to the top. Randall S. Wood, Associate Corporate Counsel, Cricut

Book your Free Demo of Gatekeeper

Thank you for requesting your demo.

Next Step - Book a Call

Please book a convenient time for a quick call to discuss your requirements.

• Study Guides
• Homework Questions

LAW204 Unit 5 Assignment Contract Terms

• Français
• Español

Mid-Term Evaluation of the Enhancing Gender-Responsive Security Operations and Community Dialogue Project in Nigeria (Phase II)

Advertised on behalf of.

Homebased with travel to project state, NIGERIA

Type of Contract :

Individual Contract

Starting Date :

13-May-2024

Application Deadline :

03-May-24 (Midnight New York, USA)

Post Level :

National Consultant

Duration of Initial Contract :

49 Working Days

Time left :

Languages required :.

English  

Expected Duration of Assignment :

UNDP is committed to achieving workforce diversity in terms of gender, nationality and culture. Individuals from minority groups, indigenous groups and persons with disabilities are equally encouraged to apply. All applications will be treated with the strictest confidence. UNDP does not tolerate sexual exploitation and abuse, any kind of harassment, including sexual harassment, and discrimination. All selected candidates will, therefore, undergo rigorous reference and background checks.

UN Women, grounded in the vision of equality enshrined in the Charter of the United Nations, works for the elimination of discrimination against women and girls; the empowerment of women; and the achievement of equality between women and men as partners and beneficiaries of development, human rights, humanitarian action and peace and security. The active participation of women and girls in shaping their future, based on a recognition of their dignity and capacities, is posited in several global policy frameworks as a basic condition to promote gender equality and women’s rights. SDG 16 “Peace, Justice and effective, accountable, inclusive Institutions” and SDG 5 “Gender Equality and Empower all Women and Girls” are understood and implemented together, as interdependent and synergic goals. Placing women’s rights at the center of all its efforts, UN Women leads and coordinates the United Nations system efforts to ensure that commitments on gender equality and gender mainstreaming translate into action throughout the world. It provides strong and coherent leadership in support of Member States’ priorities and efforts to build effective partnerships with civil society and other relevant actors.

Nigeria is a vast country with a population of more than 200 million people. The country’s six geo-political zones all have a history of incessant regionalized violent conflicts. These include attacks by the Boko Haram insurgents in the North-East, farmer-herder conflict, resource-based conflict in the Niger Delta region, as well as general increase of incidences of armed robbery and kidnapping for ransom.  The humanitarian crisis in North-East Nigeria remains one of the world's largest and most complex humanitarian crises. The conflict has resulted in large-scale displacement and various forms of abuses and violations of human rights. The number of people in need of urgent assistance in North-East Nigeria rose from 7.9 million at the beginning of 2020 to 10.6 million throughout the COVID-19 pandemic. Since the start of the conflict in 2009, more than 36,000 people have been killed in the most affected states in the region (Borno, Yobe, and Adamawa), and thousands of women and girls abducted. A gendered analysis of the insurgency's impact further reveals that while men have disproportionately been killed, women are an overwhelming majority of IDPs. Violence against women and girls, including sexual violence, exposure to trafficking, and other forms of GBV, is predominant. Due to the interplay of patriarchal, cultural, and socio-economic factors and the lack of adequate and or weak implementation of legal frameworks to ensure the promotion and protection of women's and girls' rights, gender inequality remains a severe problem, particularly in the northern region and the country at large. Though women constitute about 50% of the country's population and contribute in many informal ways to conflict resolution, they continue to be poorly represented in formal peace and security processes.

The security sector institutions are major actors engaged by the government to prevent and respond to the security issues in Nigeria. These institutions include the Armed Forces of Nigeria (AFN), Nigeria Police Force (NPF), and Nigeria Security and Civil Defense Corps (NSCDC). However, there is a huge gender gaps in the policies and operational procedures by the institutions, at all levels. The advancement of gender balance in security sector institutions has been increasingly identified as a key strategy for enhancing gender-responsive security sector response, which is supported by global normative frameworks, including the United Nations Security Council Resolution (UNSCR) 1325 (2000) and UNSCR 1820 (2008), among others. Ensuring women’s meaningful representation in the security sector is critical to building an inclusive, responsive, and accountable security sector that reflects the diversity of the community it serves and better respond to their needs.

In view of the above, UN Women facilitated several strategic initiatives to enhance gender-responsive security sector operations in Nigeria. One of these is the Enhancing Gender-Responsive Security Operations and Community Dialogue Project (2020-2021), supported by the Government of Germany. The project successfully enhanced the integration of gender-sensitive and human-centric security responses into the security sector at the federal level and target areas in Borno and Yobe states. The development and adoption of gender policies by the AFN, NSCDC and review of gender policy of the NPF. Moreover, the development of a standard training manual on gender for security institutions, and the adoption training manual and SOP on SGBV by the police, supported by the project creates opportunities for further engagements and consolidation of achievements for sustainable impact. These initiatives are further supported under Phase II of the project (2023 -2024). Similarly, phase II of the project supports continuous strategic actions by the Women, Peace and Security Reference Group, and the Annual Fora of Women in the security sector, given the successes recorded under the first phase. In addition, the established community-based structures i.e. Community Safety Platforms (CSPs), Mixed Observers Teams (MOTs) and Women Led Organizations (WLOs) in Borno and Yobe states are being supported to expand the scope of their interventions towards addressing women and girls’ protection and security concern issues in the context of operations in the North East, including replication in additional Local Government Areas (LGAs) per state, and two LGAs in Adamawa State being a new  additional target area for the project. This implies a total project coverage of three (3) states, ten (10) LGAs and Abuja the federal capital territory.

Description of the Project

The Enhancing Gender-Responsive Security Operations and Community Dialogue Project in Nigeria Phase II (2023 -2024)   is designed to consolidate on the successes recorded under phase 1 by ensuring that security sector legislation, policies, and institutions are reformed to promote gender equality, and women in their diversity, especially those in conflict-affected grassroots communities are empowered to voice and assert their rights to protection and have enhanced collaboration with security institutions to address community security needs in an inclusive and gender-responsive manner.

The project supports the achievement of UN Women SN 2023-2027 Impact 4: Women Peace and Security and is aligned with the global SP outcome 1. It contributes to the implementation of the UNSDCF (2023–2027) strategic priority area 4 which states that by 2027, more inclusive, participatory, transparent, and gender-sensitive governance, justice, and human rights systems are in place at all levels to promote acceleration in the achievement of 2030 agenda and the SDGs for a peaceful, inclusive, and cohesive society. Further, it is aligned with development priorities at global, regional, and national levels specifically SDG 5 and 16; the United Nations Security Council Resolution 1325 (2000), regional African Union (AU) Solemn Declaration on Gender Equality in Africa (SDGEA, the ECOWAS Conflict Prevention Framework; Women, Peace, and Security Action Plan (2008); and the national goal of promoting women’s rights and gender equality which is central to the development agenda of Nigeria respectively.

The specific objectives of the project are as follows:

• Strengthen gender-responsive security sector policy reforms and implementation of gender policies adopted by target security institutions.
• Support capacity building and institutional strengthening for enhanced gender responsiveness in security institutions.
• Strengthen collaboration between women affected by conflict and community-based structures (CSPs, MOTs, and WLOs) with security sector institutions and other stakeholders to address security concerns of women and girls in three target states in the Northeast (Borno, Yobe, and Adamawa).

The Government of the project target states will also be supported to review their State Action Plans on Women, Peace, and Security, in line with emerging issues, including strengthening mechanisms to enhance the implementation of the policy documents. Stakeholders at both national and state levels provided inputs to enhance local ownership, achievement of set goals and objectives, replication in other areas and sustainability of the initiative.

Project Target Areas: Abuja, Adamawa, Borno and Yobe States.

Duties and Responsibilities

Purpose and Use of the Evaluation

a.      Purpose of the Evaluation

The purpose of the mid-term evaluation is to assess the progress, achievements, and challenges of the project in order to enhance implementation in the remaining project duration; inform future related and follow-up programmes on security sector reform and WPS more generally; and promote wider organizational learning and accountability. This mid-term review is particularly important and relevant given the context in which the project operates amidst increasing security challenges. Within this context, the project’s mid-term review is then expected to assess how the project’s implementation has been affected, adjusted accordingly, and formulated recommendations for accelerated implementation and impact under prevailing circumstances. 

The mid-term evaluation exercise will include a desk review of relevant documentation, including policies, frameworks and reports; key informant interviews and group consultations with representatives from relevant security sector institutions (SSIs), relevant government Ministries Department and Agencies (MDAs) at federal and state level, civil society representatives, individual experts and women’s groups/network, women led organizations and women rights organization, among others. The mid-term review findings will be used to elaborate recommendations for amendments to the project’s implementation strategy to support more effective implementation, as well as suggestions for a strengthened monitoring and evaluation framework. The consultant will be supported by UN Women Project Manager, as well as other WPS team members who will support the preparation and implementation of the activities of the assignment.

b.     Targeted Use rs of the Evaluation  

The main users of the mid-term evaluation include UN Women Nigeria Country Office, German Foreign Office, key Government of Nigeria Partners: Federal Ministry of Women Affairs, State Ministry of Women Affairs, Nigeria Police Force, Armed Forces of Nigeria, Nigeria Security and Civil Defense Corps, Legislators in the National Assembly and State level counterparts in Borno, Yobe and Adamawa states, among others, and direct project implementing partners. The detailed review report will be shared with the Women, Peace and Security Sector Reference Group as well as development partners and UN agencies engaged in security sector reform. Lastly, a diverse group of women-led organizations, civil society, media, and other community members who are direct and indirect project beneficiaries, will benefit from the findings and should be included as the key actors in the design of the main recommendations. 

Objectives of the Evaluation

The review will apply standard OECD review criteria, namely: relevance, effectiveness (including normative, and coordination mandates of UN Women), efficiency, impact (to some extent), sustainability, and human rights and gender equality as an additional criterion.

Within the broader and country-specific context of the project, the mid-term review will:

• Analyze the relevance of the project to the local and national level priorities for the implementation of the WPS agenda, and the security sector reform in particular.  
• Assess how the intervention and its results relate and contribute to the Sustainable Development Goals, in particular Goals 5 and 16.
• Analyze how the project implementation is contributing to gender equality principles and human rights-based approach .
• Assess the organizational efficiency and coordination mechanisms in supporting the progress towards the achievement of project objectives.
• Assess effectiveness and emerging measurable impact of the project implementation on the target groups.
• Evaluate the extent to which the project has realized synergies between UN Women’s three mandates (normative, coordination and operational).
• Identify and document lessons learned and good practices and analyze challenges and possible weaknesses to inform future work of UN Women and other agencies in the area of security sector reform and WPS programming.
• Identify strategies for replication and up-scaling of the project’s good practices.
• Identify and validate current and potential innovations in all aspects of the project.
• Assess the sustainability of the results and the intervention in advancing the WPS agenda through the target groups.
• Provide actionable recommendations with respect to the implementation of the project for the remaining period, and the development of a new/follow-on WPS Programme for the Security Sector.

Evaluation Criteria and Questions

The evaluation will apply OECD/DAC evaluation criteria of relevance, effectiveness, efficiency, sustainability, and coherence. The evaluation will also take into consideration gender equality and human rights. The evaluation should be guided but not limited to the evaluation questions listed below as UN Women could raise any other relevant issues that may emerge during the inception phase. The evaluation will seek to answer the following key questions and sub-questions:

Relevance: The extent to which the objectives of the project are consistent with the evolving needs and priorities of the beneficiaries, partners, and stakeholders.

1. Do the project objectives address identified rights and needs of the target groups (Security Sector Institutions, Government MDAs, Women-Led Organizations, Women Affected by Conflict)?

2. To what extent were national partners involved in conceptualization and design process?

3. Are the activities and outputs of the project consistent with the intended impacts and effects? Do they address the problems identified?

5. Are the activities and outputs of the project consistent with the provision of UNSCR 1325 and Nigeria’s National Action Plan on the Resolution and the attainment of its objectives?

6. To what extent is the intervention aligned with international agreements and conventions on gender equality and women’s empowerment in the context of Women, Peace and Security?

7. What rights does the project advance under CEDAW, SDGs, UNSCR 1325 and other international commitments? 

9. What capacities and skills should UN Women prioritize and further develop to bring greater coherence and relevance to its interventions?

10. To what extent did the implementing partner(s) possess the comparative advantage in the programme’s area of work in comparison with other partners in Nigeria?

Effectiveness: The extent to which the project’s objectives were achieved or are expected / likely to be achieved.

11. What has been the progress made towards achievement of the expected outcomes and expected results? What are the results achieved?

12. What are the reasons for the achievement or non-achievement?

13. To what extent have beneficiaries been satisfied with the results? To what extent have the capacities of relevant duty-bearers and rights-holders been strengthened?

14. Does the project have effective monitoring mechanisms in place to measure progress toward results?  

15. Has the project’s organizational structure, managerial support, and coordination mechanisms effectively supported the delivery of the project?

16. To what extent are the project’s approaches and strategies innovative for achieving provisions of UNSCR 1325?  What -if any- types of innovative good practices have been introduced in the project for the achievement of GEWE results?

Efficiency: A measure of how economically resources/inputs (funds, expertise, time, etc.) were converted to results.

17. Have resources (financial, human, technical support, etc.) been allocated strategically to achieve the project outcomes?

18. What measures have been taken during planning and implementation to ensure that resources are efficiently used?

19 . Have the outputs been delivered on time?

20. Is the project and its components cost-effective? Could the activities and outputs have been delivered with fewer resources without reducing their quality and quantity?

21. Has the project’s organizational structure, managerial support, and coordination mechanisms effectively supported delivery? What are the recommendations for improvement?

22. How does the project utilize existing local capacities of right-bearers and duty-holders to achieve its outcomes?

24. To what extent are the project’s monitoring mechanisms in place effective for measuring and informing management of project performance and progress towards targets? To what extent was the monitoring data objectively used for management action and decision-making?

Impact : Positive and negative, primary and secondary long-term effects produced by the project directly or indirectly, intended or unintended.  (The review will not be able to fully assess the project’s impact, however, it will address the following questions with the results and evidence that is available to date.)

25. To what extent can the changes that have occurred as a result of the project be identified and measured?

26. What were the unintended effects, if any, of the intervention?

27. What evidence exists that the project has delivered longer-term results as compared to other projects from processes through to benefits?   

28. To what extent were gender equality and women’s empowerment advanced as a result of this intervention?

Sustainability: The likelihood of a continuation of benefits for women from a development intervention after the intervention is completed or the probability of continued long-term benefits.

29. Are requirements of national ownership satisfied? Is the project supported by national/local institutions? Do these institutions, including government and civil society, demonstrate leadership commitment and technical capacity to continue to work with the project or replicate it?

30. What capacity of national partners, both technical and operational, has been strengthened? 

31. To what extent are relevant national stakeholders and actors included in project implementation and policy advocacy?

32. What is the likelihood that the benefits from the project will be maintained for a reasonably long period of time upon project completion?

33. Do partners have the financial capacity to maintain the benefits from the project? 

Coherence: The extent to what other interventions support or undermine the intervention and vice-versa, including aspects of complementarity, harmonization and co-ordination.

34. To what extent is the SSR project coherent with similar interventions implemented for promoting women’s protection and participation in the country’s peace and security agenda?

35. To what extent is the SSR project coherent internally in UN Women and within the   UN System in Nigeria?

36. To what extent is the SSR project coherent with wider donor policy?

37. To what extent is the SSR project coherent with international obligations for women’s human rights, other human rights conventions and other international frameworks for gender equality and the empowerment of women?

38. Has the project-built synergies with other programmes being implemented at the country level with the United Nations and the Government of Nigeria

Gender Equality and Human Rights :

38. To what extent has gender and human rights considerations been integrated into the project design and implementation?

39. How has the attention to/ integration of gender equality and human rights concerns advanced the project?

Given the findings of the mid-term review in the above areas, the analysis should provide specific recommendations as to the priority areas to be considered in the remaining duration of the project, including interventions that require continued support, successful interventions for expansion, and recommendations on prioritizing interventions to maximize impact. In addition, the review should define recommendations to improve the project management and maximize ownership by national partners and identify lessons learned for improving the implementation and management.

Considering the mandates to incorporate human rights and gender equality in all UN work and the UN Women Evaluation Policy, which promotes the integration of women’s rights and gender equality principles into assessments, these dimensions will be given special attention for this review and will be considered under each review criterion.

It is expected that the consultant will develop a review matrix, which will relate to the above questions (and refine them as needed), the areas they refer to and the criteria for evaluating them as a tool for the review. The final review matrix will be approved along with the inception report and other relevant tools for data collection. The consultant will further define the overall approach by adopting complementary methodologies and approaches, such as a case study approach that explores a specific outcome as the “case” and prioritizes the review questions suggested in these TORs.

Scope of the Evaluation

The SSR project mid-term evaluation will focus on the activities of the project between 29th June 2023 and May 2024 and will rely on existing background documents for the WPS Programme and other relevant project documents, including results and logical frameworks. The geographic scope of the review will include key stakeholders and primary beneficiaries at the federal level, as well as in Borno, Yobe, and Adamawa states. The evaluation will draw on and serve to complement the findings of the final evaluation reports of the WPS Programme in Nigeria (2019-2021) and the Security Sector Project-Phase I (2020 – 2021).

Stakeholder Participation

During the inception phase, the evaluation consultant is expected to describe how the process will be gender-sensitive, and consultative, and apply inclusive and participatory processes as reflected in the UN Women’s guidelines for gender-responsive evaluations and the UNEG Evaluation Handbook. The evaluation will employ a gender-sensitive, consultative, inclusive process that will ensure the participation of relevant federal and state government institutions, women-led organizations, and communities representing various groups of women from project target areas.

The evaluation team is encouraged to further analyze stakeholders according to the following characteristics:

• System roles (target groups, project controllers, sources of expertise, and representatives of excluded groups).
• Gender roles (intersections of sex, age, household roles, community roles).
• Human rights roles (rights-holders, principal duty-bearers, primary, secondary, and tertiary duty-bearers).
• Intended users and uses of the evaluation.

The evaluator is encouraged to extend this analysis through the mapping of relationships and power dynamics as part of the evaluation process.

It is important to pay particular attention to the participation of rights holders—in particular women and vulnerable and marginalized groups—to ensure the application of a gender-responsive approach. It is also important to specify ethical safeguards that will be employed. The evaluator is expected to validate findings through engagement with stakeholders at stakeholder workshops, debriefings, or other forms of engagement.

The primary stakeholders of the review include the Government of Germany (donor partner), Federal Ministry of Women’s Affairs, State Ministry of Women Affairs (Borno, Adamawa and Yobe states), Nigeria Police Force, Armed Forces of Nigeria, Nigeria Security and Civil Defense Corps and their state counterparts. Others are the National Institute for Legislative and Democratic Studies, National Defense College and Partners West Africa Nigeria (implementing partners), and other institutions that are key beneficiaries (including the WPS Security Sector Reference Group).

Evaluation Design, Process and Methods

a.      Review Process

The review process is divided into four phases:

• Preparation: stakeholder analysis and establishment of the reference group, development of the ToR, and recruitment of the review consultant
• Conduct: inception processes/report, stakeholder engagement, data collection, and analysis.
• Reporting: presentation and validation of preliminary findings, draft and final reports
• Use and follow-up: management response, dissemination of the report, and follow-up to the implementation of the management response.

The Independent Evaluation Office (IEO) is the custodian of UN Women’s evaluation function, which is governed by an Evaluation Policy. The IEO has developed the Global Evaluation Reports Assessment and Analysis System (GERAAS), which has adapted United Nations Evaluation Group (UNEG) Standards for Evaluation in the UN System to guide evaluation managers and evaluators on what constitutes a ‘good quality’ report at UN Women. All evaluations in UN Women are annually assessed against the framework adopted in GERAAS and hence the evaluation Facilitators should be familiar with GERAAS quality standards.

All reviews are publicly available on the  Global Accountability and Tracking of Evaluation  (GATE) system along with their management responses.

In addition, UN Women is a lead of UN System-wide Action Plan on Gender Equality and the Empowerment of Women, or UN-SWAP reporting entity.  The consultant will take into consideration the fact that all reviews in UN Women are annually assessed against the UN-SWAP Evaluation Performance Indicators and its related gender equality scorecard.

In line with the abovementioned, the review report will be subjected to UN-SWAP quality scoring and must demonstrate evidence of gender integration in the review process and report. The methodology should clearly focus on highlighting gender issues in the implementation of the Programme. This is one of the elements by which the report of this mid-term review will be scrutinized by a team of external evaluators, using the UN-SWAP criteria. The review performance indicator [ UN SWAP EPI Technical Guidance and Scorecard ] is used to appreciate the extent to which the report satisfies the following criteria:

• GEWE is integrated in the scope of analysis and assessment indicators are designed in a way that ensures GEWE related data will be collected.
• GEWE is integrated in the mid-term review criteria and assessment questions are included to specifically address how GEWE has been integrated into the design, planning, implementation of the intervention and the results achieved;
• A gender-responsive methodology, methods and tools, and data analysis techniques are selected.
• Findings, conclusions and recommendations reflect a gender analysis.

The SSR project (phase II)  mid-term review will be conducted in accordance with UN Women evaluation guidelines and UNEG Norms and Standards for evaluation and the UNEG Code of Conduct for Evaluations in the UN System . [1]

b.     Method ology

The methodology will deploy mixed methods, including quantitative and qualitative participatory data collection methods and analytical approaches to account for the complexity of gender relations and to ensure participatory and inclusive processes that are culturally appropriate. The detailed methodology for the review will be developed, presented, and validated at the onset of the review.

A theory of change approach will be followed. The theory of change should elaborate on the objectives and articulation of the assumptions that stakeholders use to explain the change process represented by the change framework that the Programme considered and should assess how UN Women CO Nigeria and the partners have contributed to any change and transformation of power relations. Assumptions should explain both the connections between early and intermediate project outcomes and the expectations about how and why the project has brought them about.

The SSR project (Phase II) mid-term evaluation will be human rights and gender-sensitive, consultative, and with a strong learning component. It will be inclusive and will entail participatory processes to ensure the participation of Government MDAs, Security Agencies, Judiciary, Women Groups/Networks, CSOs, and Media, among others, in project target areas.

Participatory and gender-sensitive methodologies provided for in the UNEG Evaluation Handbook will support the active participation of women and men, as well as representatives of key organizations and institutions benefiting from the project intervention.

The consultant will undertake the following tasks, duties, and responsibilities:

• Design evaluation methodology : The consultant will develop and submit a detailed methodology for the evaluation including desk review, analytical work, data collection techniques, key activities, and timeframe for the assignment, in close cooperation with the UN Women office in Nigeria.
• Desk review of documents:   The review should begin with an in-depth context analysis of the project from a desk review of documents that can also answer questions of relevance (e.g. successes, challenges, lessons learned, opportunities, etc.)
• Online consultations and discussions with participating senior management, and project management staff including implementing partners (IPs) and representatives of partner institutions.
• Key Informant semi-structured interviews : Key informants are individuals who are knowledgeable or experienced in specific areas or aspects of the project. For this review, the key informants will range from the Women, Peace and Security Sector Reference Group, target security institutions, key staff of implementing partners and other civil society organizations, Government Ministries Department and Agencies, Women Groups/Networks, Women-Led Organizations, members of target communities (traditional leaders, women, etc.), representatives of the beneficiary groups and the donor (as applicable).
• Focus Groups/Consultation Workshops/Participatory community methodologies :  Focus group discussions can gather in-depth qualitative information from a group of participants with a similar background/role in the project – for example, civil society partners, community leaders, programme participants/ beneficiaries, etc. The discussions will be facilitated and guided by a list of topics/questions developed by the evaluation consultant. The consultant will also identify focus groups based on the areas of evaluative inquiry, including the possibility of organizing online consultative workshops. 
• Cost-Effectiveness Analysis: Cost-effectiveness analysis compares the efficiency of alternate approaches and compares financial costs against non-financial outcomes. This is expected to provide information on the best value for money.

The mid-term evaluation consultant is solely responsible for data collection, transcripts, or other data analysis and processing work. Usage of online platforms and surveys as a complementary and additional methodology is highly recommended, particularly due to security restrictions. UN Women can provide initial support in data collection platforms, however, the consultant is expected to manage those platforms and provide data analysis as defined in the inception report.

[1] UNEG Ethical Guidelines : http://uneval.org/papersandpubs/documentdetail.jsp?doc_id=102 ; The UNEG Code of Conduct for Evaluation: http://uneval.org/papersandpubs/documentdetail.jsp?doc_id=100

The estimated duration of this consultancy is 49 working days . The proposed timeframe for the evaluation process is expected to be conducted according to the timeframe below.

The mid-term evaluation consultant is expected to demonstrate during the inception workshop how the process will ensure the participation of stakeholders at all stages, with specific emphasis on right-holders and their representatives. The consultant is also expected to design, facilitate, and report on the following events:

• The inception workshop (including refining the review uses, the review framework, the stakeholders’ map, and the theory of change).
• Findings, validation, and participatory recommendations from the validation workshop

Expected Deliverables

The consultant is responsible for the following deliverables:

• Inception Report , outlining the refined scope of the work, a detailed outline of the evaluation design and methodology, evaluation questions, and criteria for the approach for in-depth desk review and field work to be conducted in the data collection phase. The report will include an evaluation matrix and a detailed work plan. 
• Facilitate participatory meetings with stakeholders, partners, and selected project beneficiaries at the national level and target states to collect relevant data, and report generated.
• Presentation of preliminary findings report  (conducted at the national level and target states). A presentation detailing the emerging findings of the review will be shared with UN Women and key partners for feedback. The revised presentation will be delivered to key stakeholders for comments and validation. The consultant will address the feedback received in the draft report.
• Draft evaluation report  which will be shared with UN Women for initial feedback.
• Final evaluation report  taking into consideration comments and feedback collected from UN Women. The report shall include the following chapters: executive summary, introduction and background, evaluation approach and methodology (including limitations), findings, conclusions, lessons learned, recommendations, and relevant annexes, including evaluation brief (3-4 pages). The final evaluation report will be considered finalized when it has taken into account all comments received from the management group and the reference group, and is aligned with the GERAAS parameters.

A model evaluation report will be provided to the consultant based on the below outline.

• Title and opening pages
• Executive summary
• Background and purpose of the evaluation
• Programme/object of evaluation description and context
• Evaluation objectives and scope
• Evaluation methodology and limitations
• Findings: relevance, effectiveness (normative, coordination, operational), efficiency, sustainability, and gender and human rights
• Conclusions
• Recommendations
• Lessons and innovations
• Terms of reference
• Literature - documents consulted.
• Lists of institutions interviewed or consulted and sites visited (without direct reference to individuals)
• Analytical results and methodology-related documentation, such as evaluation matrix,
• List of findings and recommendations

All payments to the consultant will be made subject to the approval of deliverables by the evaluation management group, in line with conformity to GERAAS evaluation guidelines. Payments will be effected as follows:

Management, Reporting, and Supervision of the SSR Project Midterm Evaluation

The SSR project midterm evaluation will be gender sensitive and consultative with a strong learning component. It will be inclusive and will entail participatory processes to ensure the participation of Government MDAs, Security Agencies, Judiciary, Women-Led Organizations, Groups/Networks, CSOs, and Media, among others, at the national level and project target areas.

The evaluation will be Human Rights and Gender responsible and in line with UN Women guidelines for conducting gender-sensitive evaluation, Evaluation Reference Group (ERG) and Evaluation Management Group (EMG) will be established and will participate in the evaluation conduct and management throughout the whole process.

The EMG comprised senior management of UN Women at least at the Deputy Representative level and their delegated Programme staff and the Regional Evaluation Specialist. It will be established to oversee the evaluation process, make key decisions, and quality assure the different deliverables. The Evaluation Management Group will be co-chaired by the UN Women designated senior manager or designated official and the RO Evaluation Specialist who will approve the inception report.

The Evaluation Reference Group (ERG) is an integral part of the evaluation management structure and is constituted to facilitate the participation of relevant stakeholders in the design and scope of the evaluation, raising awareness of the different information needs, identification of any factual errors or errors of omission or interpretation at key stages of the evaluation process. It will ensure quality assurance throughout the process and in disseminating the evaluation results.

The Evaluation Reference Group (ERG) for the final evaluation of the project will be formed from the key Government partners (Federal Ministry of Women Affairs, State Ministry of Women Affairs, Armed Forces of Nigeria, Nigeria Police Force, Nigeria Security and Civil Defense Corps, Ministry of Budget and Economic Planning), project implementing partners, representatives from Civil Society Organizations, UN Women Deputy Representative, and Project Manager. The ERG will be engaged throughout the whole evaluation process, will evaluate the draft evaluation report and provide substantive feedback to ensure quality and completeness of the report, and will participate in the inception and validation meeting of the final evaluation report.

The CO M&E Specialist will serve as the evaluation manager, who will be responsible for the day-to-day management of the evaluation process. The evaluation process will be supported by the UN Women-nominated staff of the WPS team. UN Women will provide the evaluation team with necessary logistical support, materials (office supplies), and office space as necessary.

Competencies

Core Values and Guiding Principles

• Demonstrates integrity by modeling UN Women values and ethical standards.
• Demonstrates a commitment to UN Women’s mission and vision.
• Able to work effectively within a team.
• Displays cultural and gender sensitivity and adaptability.
• Able to multi-task and juggle competing demands.
• Can assess and prioritize work needs quickly.
• Able to relate to external partners, including other international organizations and agencies, NGOs, grassroots community groups, etc.

Functional Competencies

• Extensive experience in conducting evaluations; gender-sensitive evaluations certification or experience preferred.
• Excellent knowledge and experience in gender equality and women’s empowerment programming and implementation.
• In-depth experience and excellent knowledge of results-based management
• Ability to actively seek information, offer new and different options for problem solving and meet client’s needs.
• Excellent and effective communication (verbal and written) skills, including preparation of official email invitations, reports and presentations with clear and succinct formulation of findings, observations, analysis and recommendations.
• Excellent interpersonal skills: ability to establish and maintain effective working relations with people in a multi-cultural, multi-ethnic environment with sensitivity and respect for diversity.

Required Skills and Experience

Advanced University degree (master’s degree or equivalent) in a relevant social science (gender studies, business administration, international development, human rights, political science, international relations, peace and conflict studies or any related field).

• At least 7 years of work experience in the conducting evaluations, including for WPS/Security Sector programming or other related fields.
• Strong technical competences in gender and women's empowerment agenda.
• Sound record in designing and leading evaluations; gender-sensitive evaluation certification or experience preferred.
• Proven experience in conducting gender-responsive evaluations.
• Detailed knowledge and familiarity of the UN, its programming processes and coordination mechanisms.
• Extensive knowledge of, and experience in applying, qualitative and quantitative evaluation methods; In-depth experience and excellent knowledge of results-based management
• Strong process management skills, including facilitation. 
• Strong oral and writing skills.

Application

All applications must include (as an attachment) the completed UN Women Personal History form (P-11) which can be downloaded from:  https://www.unwomen.org/sites/default/files/Headquarters/Attachments/Sections/About%20Us/Employment/UN-Women-P11-Personal-History-Form.doc . Kindly note that the system will only allow one attachment. Applications without the completed UN Women P-11 form will be treated as incomplete and will not be considered for further assessment.

In July 2010, the United Nations General Assembly created UN Women, the United Nations Entity for Gender Equality, and the Empowerment of Women. The creation of UN Women came about as part of the UN reform agenda, bringing together resources and mandates for greater impact. It merges and builds on the important work of four previously distinct parts of the UN system (DAW, OSAGI, INSTRAW, and UNIFEM), which focused exclusively on gender equality and women's empowerment.

Diversity and inclusion:

At UN Women, we are committed to creating a diverse and inclusive environment of mutual respect. UN Women recruits, employs, trains, compensates, and promotes regardless of race, religion, color, sex, gender identity, sexual orientation, age, ability, national origin, or any other basis covered by appropriate law. All employment is decided based on qualifications, competence, integrity, and organizational need.

If you need any reasonable accommodation to support your participation in the recruitment and selection process, please include this information in your application.

UN Women has a zero-tolerance policy on conduct that is incompatible with the aims and objectives of the United Nations and UN Women, including sexual exploitation and abuse, sexual harassment, abuse of authority, and discrimination. All selected candidates will be expected to adhere to UN Women’s policies and procedures and the standards of conduct expected of UN Women personnel and will therefore undergo rigorous reference and background checks. (Background checks will include the verification of academic credential(s) and employment history. Selected candidates may be required to provide additional information to conduct a background check.)