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Adjustment Assignment Agreement

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ADJUSTMENT ASSIGNMENT AGREEMENT

This Adjustment Assignment Agreement (the "Agreement") is made effective as of between Assignor: with principal place of business at and Assignee: with principal place of business at .

WHEREAS

WHEREAS, Assignor is the lawful owner of certain adjustment rights, credits, claim adjustments, and related rights arising from or relating to specified accounts, invoices, claims, or billing matters described herein (the "Adjustments"); and

WHEREAS, Assignee desires to acquire, and Assignor desires to assign, all of Assignor's right, title and interest in and to the Adjustments, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the assignment effectuates the transfer of rights to pursue, negotiate, settle, and collect the assigned Adjustments, and that certain obligations and payments shall be made to Assignor in consideration for such assignment.

SCOPE OF ASSIGNMENT

Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Adjustments, including the right to demand, negotiate, settle, receive and enforce any amounts, credits, refunds, reductions, or other monetary or non‑monetary benefits arising from the Adjustments, subject to the terms below. The specific Adjustments covered by this assignment are described as follows:

PAYMENT TERMS

In consideration for the assignment, Assignee shall pay Assignor the amounts and according to the schedule set forth below.

Any payment not made when due shall bear interest at the lesser of (a) per month, or (b) per annum, calculated daily from the due date until paid in full. In addition, late payments are subject to a one-time administrative fee of USD.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the earlier of the End Date or the final resolution of the assigned Adjustments, unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach upon written notice if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations, or limit rights to seek equitable relief where appropriate.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not disclose such Confidential Information to any third party except to its employees, agents, professional advisors or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly known through no breach of this Agreement, or (c) is lawfully received from a third party not under an obligation of confidentiality.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Assignor represents and warrants that: (a) Assignor is the lawful owner of the assigned Adjustments and has full authority to assign the Adjustments free and clear of any liens, encumbrances or adverse claims except as disclosed in writing to Assignee; (b) the Adjustments are not subject to material dispute that would materially impair Assignee's ability to collect; and (c) there are no agreements, consents, or restrictions that would prohibit the transfer provided for herein.

Assignee represents and warrants that it has the corporate or other capacity to accept the assignment and to perform its obligations hereunder. Each party covenants to execute and deliver such further documents and take such actions as may be reasonably necessary to effectuate the purposes of this Agreement.

INDEMNIFICATION

Each party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other party (an "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any breach of a representation, warranty or covenant made by the Indemnifying Party in this Agreement, and (b) any willful misconduct or gross negligence by the Indemnifying Party in connection with performance under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the parties at the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that State, and each party irrevocably consents to the jurisdiction of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may not be amended or modified except by a written instrument executed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights provided by law. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

EXECUTION

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

Assignor

Printed Name:

By:

Date:

Assignee

Printed Name:

By:

Date:

Enter text✕

What an Adjustment Assignment Agreement Is and when it’s used

An Adjustment Assignment Agreement transfers rights to future adjustments, credits, or chargebacks from one party to another under a preexisting contract or claim. Typical scenarios include assignment of insurance claim adjustments, mortgage escrow corrections, or contractor change-order adjustments. The agreement identifies the assignor, assignee, the underlying contract or claim, the scope of assignments (specific adjustments, all future adjustments, or capped amounts), the effective date, and any payment or consideration for the assignment. Properly drafted, it clarifies obligations and prevents double recovery or billing disputes between parties.

Why use an Adjustment Assignment Agreement

An Adjustment Assignment Agreement creates a clear legal record that rights to adjustments are transferred, reduces disputes over entitlement, and preserves remedies for the assignee. It provides certainty for billing, insurance recoveries, lien priority, and downstream accounting treatments while documenting consideration and effective dates.

Why use an Adjustment Assignment Agreement

Who typically completes an Adjustment Assignment Agreement

The agreement is used by parties involved in financial adjustments, claim administration, or third-party collections.

  • Assignor entities (insurers, contractors, vendors) — transfer adjustment rights when delegating recovery or settling internal accounting.
  • Assignees (collection agents, subcontractors, lenders) — accept rights to adjustments and assume responsibility for collection or offset.
  • Intermediaries and counsel — draft and review assignment scope, consideration, and compliance with governing law.

Use legal counsel when assignments affect third-party rights, lien positions, or regulatory obligations to reduce enforceability risk.

Core elements to include in a professional Adjustment Assignment Agreement

A complete agreement addresses identity, scope, consideration, effective date, representations, limitations, and dispute resolution provisions to ensure enforceability and operational clarity.

Parties

Full legal names and entity types for assignor and assignee, with designated contact and mailing addresses for notices and service.

Subject Matter

Clear description of the adjustments being assigned (e.g., insurance claim number, contract change orders), including time period, reference numbers, and any invoice or claim identifiers.

Scope and Limitations

Define whether assignment covers specific adjustments, all future adjustments, offsets, or capped dollar amounts and whether it is exclusive or nonexclusive.

Consideration

State the payment, percentage, credit, or other value provided for the assignment and any timing or contingency tied to recovery of adjustments.

Representations

Assignor warranties about authority to assign, absence of conflicting encumbrances, and the validity of underlying claims; assignee acceptance language.

Execution and Remedies

Signature blocks, effective date, governing law clause, dispute resolution mechanism, and remedies for breach or misrepresentation.

Step-by-step: completing an Adjustment Assignment Agreement

Follow these steps in sequence to draft, approve, and execute a valid assignment of adjustments.

  • 01
    Gather documentation: Collect underlying contracts, invoices, claims, and supporting adjustment records.
  • 02
    Draft assignment: Populate parties, scope, consideration, and effective date in the template.
  • 03
    Review legal issues: Confirm assignor authority, third-party consent needs, and lien priorities.
  • 04
    Execute and distribute: Obtain authorized signatures, notarize if required, and provide copies to stakeholders.

Customizing the agreement for online completion and routing

Configure fields and signer order to mirror business processes and reduce rework.

Field Configuration
Signature order Sequential signer flow: assignor then assignee
Authentication Email link or SMS code for signer verification
Conditional fields Show consideration fields only if 'paid' option selected
Retention policy Auto-archive signed PDF to secure storage

Where to send and how the executed Adjustment Assignment Agreement circulates

After signature, route executed copies to administrative, accounting, and claims teams to effect payment or offset.

  • Originator: Send initial draft to counterparty for review and redlines.
  • Signers: Assignor signs first, followed by assignee unless otherwise agreed.
  • Records: Store executed PDF in contract repository and accounting system.
  • Third parties: Provide notice and copies to payors, insurers, or lienholders as required.

Digital signing and distribution considerations

Use a secure e-signature workflow that preserves an audit trail, signer authentication, and tamper evidence.

  • File formats: PDF and DOCX supported
  • Integrations: CRM, accounting, and cloud storage
  • Authentication: Email, SMS, or stronger methods

Ensure the chosen platform complies with ESIGN and UETA and can export a certificate of completion and a signed, tamper-evident PDF for retention.

Key timing and processing expectations

Timely execution and notice are often required to affect payment offsets or secondary recoveries. Track internal and external deadlines.

Effective date:

Assigns rights from the specified MM/DD/YYYY.

Notice to payor:

Provide notice within contractually required period to preserve offset rights.

Accounting cutoff:

Record assignment before month-end to affect next reconciliation.

Claims submission:

Submit assigned adjustments to insurers within their filing windows.

Record retention:

Store executed agreement per retention policies noted below.

Common mistakes when preparing an Adjustment Assignment Agreement

  • Vague scope descriptions that omit claim numbers or time windows, causing ambiguity about what transfers.
  • Failure to confirm assignor authority or outstanding encumbrances, which can render the assignment unenforceable.
  • Not notifying third-party payors or insurers, preventing recognition of the assignee and delaying recovery.
  • Using initials or informal acknowledgements instead of full authorized signatures, which can be rejected by payors.

Risks and potential consequences of incorrect or incomplete assignments

Contract invalidation: Loss of assigned rights
Payment denial: Payors decline offsets
Double recovery risk: Conflicting claims create liability
Tax consequences: Incorrect reporting obligations
Regulatory fines: Industry-specific penalties
Litigation costs: Expense to enforce rights

Comparing common eSignature options for executing Adjustment Assignment Agreements

Platform features and pricing models vary; signNow is shown first for direct feature comparison and to illustrate common capability differences.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Varies Varies Varies Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes Varies Varies
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions about Adjustment Assignment Agreements

Answers to common execution and enforceability questions for adjustment assignment transactions.


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