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Contract of Assignment

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CONTRACT OF ASSIGNMENT
TIME SHARE OR MEMBERSHIP

Date of Assignment:

Assignor(s):

Assignee(s):

WEEK #
WEEK#

Assignor’s interest purchased pursuant to the Membership Purchase and Security Agreement number , dated the day of for Unit number , for use week and it is incorporated by reference.

Assignment Sales Price: $ (including assumption of outstanding balance under the Membership Purchase and Security Agreement in the approximate amount of $).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor hereby represents and agrees that it has purchased the above referenced Membership pursuant to the above referenced Membership Purchase and Security Agreement from GROLF S.A. de C.V., which purchased it from Universal Vacation Club (Seller). The membership represents a “time share” right of use or occupancy during the above referenced time period at the Villa Del Mar/ Villa Del Palmar, Puerto Vallarta, Jalisco, Mexico. Assignor represents and agrees that it has not previously sold, conveyed, pledged or otherwise encumbered the above referenced Membership and is now the owner and holder of good marketable title save solely for the obligations under the above mentioned Membership Purchase and Security Agreement.

2. Assignor hereby sells, grants, transfers and conveys to Assignee all right, title and interest in and to the above described membership unit purchased pursuant to the above referenced Membership Purchase and Security Agreement.

3. Assignee hereby accepts the assignment from Assignor and assumes all obligations outstanding under the Membership Purchase and Security Agreement and agrees to pay the outstanding balance thereon in accordance with the terms thereof. Assignee further hereby agrees to pay at execution of this Assignment the sum of US $ dollars, receipt of which Assignor hereby acknowledges by the execution of this Assignment. Assignee further acknowledges and agrees that it has read and reviewed the above referenced documents, including the Membership Purchase and Security Agreement, and all documents referenced therein, including, but not limited to the rules and regulations of the Club, and Assignee specifically agrees to be bound by the terms thereof in consideration for the acceptance of this Assignment by Seller.

4. Assignee agrees to assume and pay all fees, taxes, expenses and any other charges occasioned by the assignment, excepting for any taxes, if any, applicable to profits or gains obtained by the Assignor as a result of this transaction.

5. This Assignment constitutes a complete statement of the terms of the agreement between Assignor and Assignee and all prior oral agreements are merged into this written document executed the day and date first above written.

6. On the basis of the foregoing and the representations herein made, the Assignor and Assignee request Seller to accept this Assignment and reflect same on its applicable records. Seller is entitled to rely on all representations herein made and Assignor and Assignee agree to indemnify and hold Seller harmless from any claim arising out of this Assignment.

Assignor

Assignor

Address

Address

STATE OF

COUNTY OF

Phone Number

On this day of , 20 before me personally appeared , Assignor/s who duly acknowledged to me that signed the above documents.

NOTARY PUBLIC

My commission expires:

I/WE hereby accept this Contract of Assignment of Time Share or Membership:

Assignee

Assignee

Address

Address

STATE

COUNTY OF

Phone Number

Email address

On this day of , 20 before me personally appeared , Assignee/s who duly acknowledged to me that signed the above documents.

NOTARY PUBLIC

My commission expires:

THIS CONTRACT OF ASSIGNMENT OF TIME SHARE OR MEMBERSHIP IS HEREBY APPROVED AND ACCEPTED ON THIS DAY OF , 20 BY GROLF S.A. DE C.V., A MEXICAN CORPORATION (“SELLER”).

By:

Title:

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What a Contract of Assignment Is and When It Applies

A Contract of Assignment transfers rights, benefits, or obligations under an existing agreement from one party (the assignor) to another (the assignee). It documents what is being assigned, the effective date, any consideration paid, and continuing obligations or consents required from third parties. Assignments are common for intellectual property, receivables, leases, and service contracts. The document creates contractual privity between the assignee and the counterparty when permitted by the original agreement and applicable law.

Why a Clear Contract of Assignment Matters

A professional Contract of Assignment reduces disputes by clearly stating which rights transfer, when the transfer is effective, what consideration is exchanged, and whether the assignor retains any obligations. It also records required consents and notice procedures to third parties to preserve enforceability.

Why a Clear Contract of Assignment Matters

Common parties and stakeholders

Typical users include company legal teams, lenders, licensing departments, and counterparties who must accept transfers of rights or obligations.

  • Corporate counsel and in-house legal teams who manage assignments and review consent clauses.
  • Lenders or assignees acquiring accounts receivable or security interests.
  • Property managers, leasing agents, and buyers handling lease or license transfers.

The form is also used by brokers, trustees, and buyers in asset transactions to document chain-of-title and payment terms.

Signatory roles and responsibilities

Assignor

The party transferring rights. Typically must confirm authority to assign, disclose encumbrances, and, if required, obtain prior consents; signs to effectuate the transfer and may give limited warranties about title and authority.

Assignee

The party receiving rights. Usually accepts assignment subject to existing terms, agrees to perform post-assignment obligations, and provides consideration or notice; signs to acknowledge acceptance and assume specified duties.

Required information every assignment should include

Contract Date: MM/DD/YYYY
Parties: Full legal names
Assigned Rights: Specific description
Consideration: Dollar amount or terms
Governing Law: Jurisdiction name
Signatures: Signed and dated

Step-by-step: Completing a Contract of Assignment

Follow these steps in order to prepare a clear, enforceable assignment and reduce the need for later corrections.

  • 01
    1. Identify parties: Enter full legal names and entity types for assignor and assignee.
  • 02
    2. Describe rights: Specify the exact rights, contract sections, or assets to be assigned.
  • 03
    3. State consideration: Record the compensation or other consideration and payment terms.
  • 04
    4. Sign and date: Have authorized signers sign, date, and include witness or notary if needed.

How to set up an online assignment workflow

Configure fields and routing to match the parties and any required third-party notices before sending for signature.

Field Configuration
Signature Required for assignor and assignee
Date field Set to autofill on signature
Attachments Include referenced exhibits and prior contract
Routing order Sequential or parallel per approval needs

Where to send the signed assignment and next steps

After execution, follow these distribution steps to preserve priorities and notify interested parties.

  • Primary counterparty: Send the signed assignment and request formal acceptance if required by the original contract.
  • Secured parties: Provide copies to lienholders or lenders to update security interests.
  • Registry or recorder: Record assignment where title or public notice is required (real estate, UCC filings).
  • Internal records: Store executed copy in contract management and accounting systems.

Sharing and signing options for electronic assignments

Choose a method that matches your authentication needs and maintains a tamper-evident record of the signing events.

  • Email with link: Secure signing link delivered by email
  • Direct upload: Post-signed PDF saved to cloud repository
  • API integration: Send programmatically from contract systems

Key dates and timing considerations

Track dates that affect enforceability, notice periods, and public recording to preserve priority and compliance.

Effective date:

When rights pass to assignee; impacts priority and performance obligations.

Recording/filing deadline:

File UCC-3 or recorder documents promptly where public notice affects priority.

Payment schedule due dates:

Dates for consideration payments and milestones if applicable.

Third-party notice deadlines:

Deadlines to inform counterparties or creditors per original contract.

Statute of limitations:

Claims often governed by state law, commonly 3–6 years for contract disputes.

Common pitfalls to avoid

  • Using vague language about what is assigned, which leads to disputes over scope and enforcement.
  • Failing to obtain required counterparty consent when the original contract prohibits assignment without approval.
  • Neglecting to record notices (UCC or property recorder), which can impair priority against later claimants.
  • Forgetting to update payment routing or notification contacts, resulting in missed payments or misdirected notices.

Risks and consequences of an incorrect assignment

Invalid Assignment: May be unenforceable
Breach Liability: Counterparty damages risk
Tax Exposure: Reporting and withholding issues
Priority Loss: Unrecorded liens take precedence
Regulatory Noncompliance: Industry-specific penalties possible
Notary Defects: Improper notarization can void recording

Core elements to include in a professional Contract of Assignment

A well-drafted assignment addresses the parties, the precise assets or rights conveyed, consideration, effective date, warranties, and post-assignment obligations to minimize ambiguity and litigation risk.

Parties

Identify assignor and assignee with legal entity type, principal place of business, and contact information to establish authority and notice destinations.

Scope

Describe the specific rights or obligations transferred (contract clauses, account numbers, patent/registration numbers) and exclude any retained rights explicitly.

Consideration terms

State amount, payment method, escrow arrangements, and timing, including late-payment remedies or offsets for prior breaches.

Representations

Include assignor assurances about authority, non-contravention, and absence of undisclosed liens or encumbrances.

Consent and notices

Record whether counterparty consent is required and specify notice procedures and addresses for delivering assignment notices.

Governing law

Select the state law that will govern interpretation and dispute resolution, and include dispute resolution mechanics if needed.

Real-world uses and variations

Sample scenarios show how assignments differ by industry and the issues each context raises.

Corporate Asset Sale

A seller assigns customer contracts to a buyer to transfer revenue streams

  • Buyer requires representations about contract validity
  • The assignment includes an escrow for disputed receivables and explicit notice to customers and lenders to preserve priority and payment routing after closing.

IP License Transfer

A software developer assigns a patent and related license rights to an acquirer

  • The assignee seeks warranty of ownership and absence of infringement claims
  • The agreement attaches registrations, includes assignment of related maintenance filings, and requires counterparty consent where license agreements forbid assignment without approval.

eSignature vendor comparison for executing a Contract of Assignment

Typical feature and pricing differences across common eSignature vendors are shown below; signNow is listed first per table convention.

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 trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Varies Varies No No
Envelope Cap No cap 100 env/user/yr Varies Varies Varies

Practical tips for accurate and efficient assignments

Follow these best practices to reduce rework and preserve legal effectiveness when creating assignments.

Use precise descriptions
Describe assigned rights with contract references, account numbers, or registration identifiers to avoid scope disputes and enable straightforward recording or indexing.
Check original contract
Review the source agreement for anti-assignment clauses or consent requirements and obtain written counterparty consents when the contract requires them.
Maintain audit trail
Preserve signed copies, delivery receipts, and any eSignature certificates showing timestamps, IP addresses, and signer authentication to support enforceability.
Record promptly
File UCC or recorder documents quickly when priority matters; delayed recording can expose the assignee to prior perfected interests.

Frequently asked questions about Contract of Assignment

Answers to common questions about electronic signatures, notarization, and enforceability for Contracts of Assignment.


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