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Claims Assignment Agreement

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CLAIMS ASSIGNMENT AGREEMENT

This Claims Assignment Agreement (the Agreement) is made and entered into as of (Effective Date), by and between Assignor Name: , a Individual Corporation Limited Liability Company Partnership, with principal address , and Assignee Name: , a Individual Corporation Limited Liability Company Partnership, with principal address .

RECITALS

WHEREAS, Assignor is the owner, holder or claimant of certain claims, causes of action, demands, rights of action and related rights set forth on Schedule A attached hereto and incorporated herein (the Assigned Claims);

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to acquire from Assignor, all of Assignor's right, title and interest in and to the Assigned Claims on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Assigned Claims and the prosecution, settlement and collection thereof.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and representations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Claims" means all claims, actions, causes of action, suits, debts, demands, choses in action, rights to payment, judgments, settlements and any and all rights to pursue, prosecute, compromise or collect any of the foregoing described in Schedule A and any claims that arise out of the same facts or transactions.

1.2 "Claim Documents" means any and all files, pleadings, correspondence, settlement agreements, notes, evidence, contracts, invoices and other documents in Assignor’s possession relating to the Assigned Claims.

2. ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in, to and under the Assigned Claims and Claim Documents, whether now existing or hereafter arising, and whether arising under contract, tort, statute or otherwise, including all rights to prosecute, enforce, settle and collect the Assigned Claims.

2.2 Scope. The assignment includes all rights to recover damages, costs, interest, attorneys' fees (to the extent recoverable), and any proceeds of settlements, judgments or awards related to the Assigned Claims.

3. CONSIDERATION

3.1 Payment Terms. Assignee shall pay to Assignor the consideration set forth above in the manner and at the times set forth in the payment schedule agreed by the parties, or as follows:

4. ASSIGNOR REPRESENTATIONS AND WARRANTIES

Assignor hereby represents and warrants to Assignee as of the Effective Date that:

(a) Assignor is the sole legal and beneficial owner of the Assigned Claims, has good and marketable title thereto, and has the full right, power and authority to assign the Assigned Claims free and clear of all liens, encumbrances, pledges, security interests or other adverse claims.

(b) There are no prior assignments, transfers, or licenses of the Assigned Claims and no third party has any assignment or other right with respect to the Assigned Claims that would impair the assignment to Assignee.

(c) To the best of Assignor's knowledge, the Claim Documents are genuine and, except as disclosed in writing to Assignee, complete and accurate in all material respects.

5. ASSIGNEE REPRESENTATIONS AND WARRANTIES

Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution, delivery and performance of this Agreement will not violate any agreement to which Assignee is a party or by which it is bound.

6. COOPERATION; FURTHER ASSURANCES

6.1 Cooperation. Assignor shall cooperate with Assignee, at Assignee's reasonable request and expense, in the prosecution, settlement and collection of the Assigned Claims, including by executing documents and providing testimony, declarations or affidavits as reasonably requested by Assignee.

6.2 Further Assurances. Each party shall promptly execute and deliver such further instruments and take such further actions as may be reasonably necessary or desirable to effectuate the purposes of this Agreement.

7. PROSECUTION AND SETTLEMENT

7.1 Control of Litigation. Except as otherwise agreed in writing, Assignee shall have sole control of the prosecution, defense, settlement and resolution of the Assigned Claims, provided that Assignee shall not enter into any settlement that would materially affect Assignor's liability for fees, taxes, or other obligations without Assignor's prior written consent, which consent shall not be unreasonably withheld.

7.2 Notification. Assignee shall promptly notify Assignor of material developments in the prosecution or settlement of the Assigned Claims and shall deliver copies of material pleadings, settlement proposals and settlement documents to Assignor.

8. INDEMNIFICATION

8.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) incurred by Assignee to the extent arising out of (a) any breach of Assignor's representations, warranties or covenants contained in this Agreement, (b) the inaccuracy of any representation or warranty made by Assignor, or (c) Assignor's acts or omissions in connection with the Assigned Claims prior to the Effective Date.

8.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's prosecution, settlement or collection of the Assigned Claims after the Effective Date, except to the extent resulting from Assignor's breach of this Agreement.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party may designate by notice to the other party in accordance with this Section).

10. GOVERNING LAW; VENUE

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to exclusive jurisdiction and venue in the state and federal courts located in such state.

11. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement, together with Schedule A and any other documents expressly referenced herein, constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

13. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

14. MISCELLANEOUS

14.1 Expenses. Except as otherwise provided in this Agreement, each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement.

14.2 Interpretation. The section headings in this Agreement are for convenience only and shall not affect its interpretation. Words in the singular include the plural and vice versa.

SCHEDULE A — ASSIGNED CLAIMS

List of Assigned Claims (include claimant, defendant, court or forum, claim description, claim number, and amount claimed):

Assignor:

By:

Date:

Assignee:

By:

Date:

Enter text✕

What a Claims Assignment Agreement Is and when it’s used

A Claims Assignment Agreement is a written contract in which one party (the assignor) transfers legal rights to a claim or receivable to another party (the assignee). Typical targets include insurance claims, accounts receivable, judgments, and subrogation rights. The agreement identifies the specific claim, the consideration paid, the effective date, and any obligations to notify the obligor. Properly drafted assignments specify representations, warranties, and dispute resolution terms so the assignee can enforce, collect, or settle the assigned claim on its own behalf.

Why a clear assignment matters and how electronic execution fits

A precise Claims Assignment Agreement fixes who owns the claim, the scope of rights transferred, and the payment terms, reducing collection disputes. Electronic execution is legally recognized under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, which supports enforceability of properly executed e-signed assignments.

Why a clear assignment matters and how electronic execution fits

Who commonly completes and relies on these agreements

Typical users and stakeholders involved in Claims Assignment Agreements include the following parties and professionals.

  • Creditors and collection agencies who assign or acquire receivables to monetize or recover debt on behalf of a portfolio.
  • Insurers and subrogation units that assign or purchase recovery rights to pursue reimbursement from third parties.
  • Law firms and plaintiffs' counsel that assign judgments or contingency interests for financing or collection purposes.

Each participant has different documentation, notification, and validation needs; choose language that matches the transaction type and applicable law.

Core clauses to include in a professional Claims Assignment Agreement

A robust agreement clearly defines the parties, the exact claim or account being assigned, what the assignee receives, and the legal protections that avoid later disputes or double collection efforts.

Parties

Full legal names and entity types for assignor and assignee, including state of formation and contact details to avoid identity mismatches during enforcement.

Assigned Claims

A precise description of the claim(s) by account number, policy number, claim date, or docket number to prevent ambiguity about what rights transfer.

Consideration

Amount paid or other consideration, payment timing, and any holdbacks or escrow conditions that affect when the assignee can collect.

Representations

Assignor warranties about ownership, absence of prior assignments, and authority to assign; critical for protecting the assignee from third-party claims.

Indemnities

Scope of indemnification for breaches, fraudulent claims, or undisclosed liens that could reduce or eliminate recoverable value.

Governing Law

Designate the state law governing interpretation, plus any venue or arbitration provisions for dispute resolution and enforcement.

Step-by-step: completing a Claims Assignment Agreement

Follow a clear sequence to minimize errors and speed enforceability: gather documents, draft precise terms, execute correctly, then notify interested parties.

  • 01
    Gather documents: Collect invoices, policy numbers, judgments, and prior assignment history.
  • 02
    Draft terms: Specify scope, consideration, and key representations.
  • 03
    Execute properly: Sign, date, and authenticate per governing law.
  • 04
    Notify obligor: Send written notice to the obligor and relevant third parties.

Setting up an online assignment workflow

Configure a digital workflow that enforces signer order, collects authentication evidence, and archives the executed agreement for auditability.

Field Configuration
Template Naming Use a consistent template name including counterparty and claim type
Signer Order Assignor signs before assignee; require role-based order
Authentication Level Use email+SMS or stronger KBA for high-value assignments
Storage Location Secure cloud storage with audit trail retention

Technical considerations for electronic completion and distribution

Choose a platform that supports secure file types, audit trails, and configurable authentication to protect assignment validity.

  • File formats: PDF and DOCX supported
  • Integrations: CRM and cloud storage connectors
  • Mobile access: Signable on phones and tablets

Ensure the selected platform records timestamps, signer attribution, and an immutable audit trail, and that it meets any industry-specific compliance needs before e-signing.

Where to send or file the executed assignment

After execution, deliver copies to all stakeholders and, where necessary, record or file to preserve priority or public notice.

  • Obligor / Debtor: Provide written notice to recognize new payee
  • Insurer / Payer: Send claim assignment and proof of rights
  • Court or Recorder: Record if assignment affects public records
  • Assignee Records: Archive executed agreement and evidence

Time-sensitive items to track when handling an assignment

Monitor timing carefully: effective date, prompt notice to obligors, and statutory deadlines can affect enforceability and recovery prospects.

Effective Date and Accrual:

Effective date controls when rights transfer and may affect the statute of limitations.

Notice to Obligor:

Deliver notice promptly after execution to prevent payment to the wrong party.

Statute of Limitations Impact:

Assignment does not revive expired claims; check governing state limitations.

IRS Reporting and Withholding:

Incorrect payee TIN may trigger backup withholding at 24% and reporting obligations.

Internal Processing Time:

Allow time for review, notarization, and storage before collection efforts.

Key milestones from negotiation to enforcement

Track milestones in sequence so stakeholders know when responsibility and enforcement rights change hands.

01

Term Negotiation

Agree on scope, price, and representations before drafting.

02

Execution

Signatures, dates, and authentication complete the transfer.

03

Notice Issuance

Notify obligor and relevant third parties in writing.

04

Collection / Enforcement

Assignee pursues collection, settlement, or legal remedies.

Common preparation mistakes to avoid

  • Vague claim descriptions that leave room for dispute over which rights transferred and to whom.
  • Using informal or abbreviated legal names that do not match government or tax records, leading to payment rejections.
  • Failing to state consideration or conditional payment terms, which creates uncertainty about assignment validity.
  • Skipping timely written notice to the obligor, increasing risk of duplicate payments or lender claims.

Short list of legal risks and consequences

Void Assignment: Unenforceable
Tax Withholding: Backup withholding
Lender Recourse: Claimed by prior lienholder
Breach Liability: Indemnity exposure
Notarization Failure: Recording denied
Fraud Exposure: Civil and criminal risk

Typical eSignature vendor features and pricing to consider

Compare basic pricing and feature availability across vendors; signNow appears first per vendor comparison guidance and supports a range of plans for different volumes and compliance needs.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Real-world ways organizations use claims assignments

Two typical scenarios illustrate why clear assignment language and timely notices matter in practice.

Case Study 1

A creditor sold a portfolio of receivables to a collection buyer to improve liquidity.

  • The buyer received clear account lists and migrated remittance instructions.
  • Because notices were timely and descriptions precise, collections proceeded without dispute and payments flowed to the assignee.

Case Study 2

An insurer assigned subrogation rights to a third-party recovery specialist after a large property loss.

  • The assignment included claim numbers and adjuster contacts.
  • Precise documentation and signed notice to the tortfeasor enabled settlement negotiations and minimized duplicative claims.

Frequently asked questions about Claims Assignment Agreements

Answers to common questions on e-signing, notarization, authority to assign, revocation, and recordkeeping for Claims Assignment Agreements.


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