Can an assignment be signed electronically?

Yes. Electronic signatures can create a legally binding assignment where ESIGN (15 U.S.C. §7001) and relevant state law permit, provided the signer shows intent, consents to electronic records, attribution is clear, and records are retained.

When is notarization required?

Notarization is required when a state or the counterparty demands a notarized acknowledgement for recordation or to perfect title; check state deed or recordation rules and any contract clause requiring notarization.

What if the original contract bans assignment?

If the original agreement prohibits assignment, an attempted transfer may be unenforceable; obtain counterparty consent or seek a legal review to determine whether the prohibition is enforceable under governing law.

How do I correct a signed assignment?

Execute a corrective assignment or amendment signed by the same parties; avoid altering an executed original without documented mutual consent and contemporaneous notarization if originally required.

How to confirm signer authority?

Request corporate resolutions, officer certificates, or a notarized power of attorney as proof of authority before accepting the assignment for high-value transfers.

Can an assignment be revoked?

Revocation depends on terms in the assignment and applicable law; include express revocation mechanics and consider delivering revocation notices and obtaining counterparty acknowledgements to avoid disputes.

Electronic Signature
Templates
Legal
Legal Assignments Agreement

Legal Assignments Agreement

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LEGAL ASSIGNMENTS AGREEMENT

This Legal Assignments Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Assignor: , with principal address at , and Assignee: , with principal address at .

RECITALS

WHEREAS, Assignor is the current owner of certain rights, title and interests described herein and more particularly set forth on Schedule A attached hereto (the "Assigned Rights"); and

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

WHEREAS, the parties intend that this Agreement effect a present, absolute and irrevocable assignment of the Assigned Rights as set forth below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest, whether accrued or contingent, in and to the Assigned Rights, including without limitation all rights to collect, sue for, compromise, settle, release, and receive payments or other consideration in respect of the Assigned Rights.

1.2 Scope. The Assigned Rights shall include, without limitation, all claims, causes of action, demands, choses in action, invoices, contracts, judgments, evidences of indebtedness, correspondence, files, and related documents that pertain to the matters identified in Schedule A. Any rights expressly excluded on Schedule A shall not be assigned.

2. CONSIDERATION

In consideration for the assignment and transfer of the Assigned Rights, Assignee shall pay to Assignor the amount of USD, payable as follows: . Receipt of such consideration is hereby acknowledged by Assignor.

3. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Assigned Rights and has full power and authority to assign the same; (b) the Assigned Rights are free and clear of any liens, security interests, encumbrances, claims, set-offs or defenses except as disclosed on Schedule A; (c) Assignor has not previously assigned, pledged, or otherwise transferred the Assigned Rights to any third party; and (d) to Assignor's knowledge, there is no existing litigation, arbitration, administrative proceeding or written demand which would materially impair the enforceability of the Assigned Rights except as disclosed on Schedule A.

Assignee represents and warrants to Assignor that Assignee has the requisite power and authority to accept the assignment and perform its obligations hereunder and that this Agreement has been duly authorized, executed and delivered by Assignee and constitutes a valid and binding obligation enforceable in accordance with its terms.

4. COVENANTS; FURTHER ASSURANCES

Assignor covenants that it will execute and deliver, at Assignee's expense, such further instruments of assignment, conveyance, transfer and confirmation and will take such actions as may be reasonably requested by Assignee to effectuate and perfect the Assigned Rights and the transactions contemplated by this Agreement.

5. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants under this Agreement or from any claim by a third party asserting a superior right to any of the Assigned Rights.

6. NOTICES

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

Assignor Notice Address Assignee Notice Address

7. TAXES AND FEES

Unless otherwise expressly provided, all documentary, transfer, sales, registration, recording and other taxes, fees and charges that arise in connection with the transactions contemplated by this Agreement shall be borne by .

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

9. ENTIRE AGREEMENT

This Agreement, including Schedule A and any other documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties relating to such subject matter.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. A waiver of any breach or default shall not constitute a waiver of any other right or of any subsequent breach or default.

12. COUNTERPARTS; ELECTRONIC EXECUTION

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Facsimile, electronic image or other electronically transmitted signatures shall be deemed original signatures for all purposes.

13. SCHEDULE A — ASSIGNED RIGHTS

Description of Assigned Rights (include accounts, contracts, claims, causes of action, identifiers)

14. ADDITIONAL PROVISIONS

14.1 Publicity. Neither party shall issue any press release or public statement regarding this Agreement without the prior written consent of the other party, except as required by law or regulation.

14.2 Survival. All representations, warranties, indemnities and covenants that by their nature should survive termination or expiration of this Agreement shall so survive.

Assignor (Printed Name):

By:

Date:

Assignee (Printed Name):

By:

Date:

What a Legal Assignments Agreement Is

A Legal Assignments Agreement is a written contract that transfers rights, title, or interest in an existing legal claim, contract, intellectual property, or other asset from an assignor to an assignee. It specifies what is being assigned, the effective date, any payment or consideration, and representations and warranties that affect assignability. In the United States this document is governed by contract law and federal e-signature statutes when executed electronically, and it should clearly identify the parties, the scope of assignments, and any retained rights or limitations.

Why a Clear Assignment Agreement Matters

A well-drafted Legal Assignments Agreement reduces disputes about ownership and enforces the transfer of contractual or intellectual property rights. It documents consideration, preserves chain-of-title, and clarifies liability and indemnities.

Who Typically Uses This Agreement

Common users include businesses transferring receivables, law firms assigning claims, and parties transferring IP or contract rights.

Corporate finance teams managing receivable sales or portfolio transfers.
Law firms or claim holders assigning litigation claims or settlement rights.
Technology companies transferring patents, copyrights, or software licenses.

Parties use assignment agreements whenever rights move between legal entities or individuals to ensure enforceability and clear obligations.

Who Can Sign and Represent Parties

Authorized Officer

An officer or director with corporate authority must sign when a company is assigning rights; provide title and board resolution evidence when required by internal corporate governance or third parties.

Individual Assignor

When an individual assigns personal rights, the signatory must be the named owner on the original agreement or claim; if executed by an agent, attach notarized power of attorney.

Core Elements to Include in Every Assignment

A professional Legal Assignments Agreement should be concise but complete, covering identification, scope, consideration, representations, and signature mechanics.

Parties

Full legal names and entity types (LLC, corporation, individual) for assignor and assignee, with addresses and contact information for notices.

Assigned Rights

Precise description of the rights, claims, contract sections, patent numbers, or account numbers being transferred; avoid vague language.

Consideration

State the cash amount, credit, or other value exchanged and payment timing; tie consideration to conditions where appropriate.

Representations

Include assignor warranties about ownership, absence of encumbrances, and authority to transfer to reduce future disputes.

Effective Date

Specify the effective date of transfer and whether rights vest immediately or upon future conditions or approvals.

Governing Law

Name the state law that governs interpretation and dispute resolution and include venue or arbitration clauses if desired.

Step-by-Step: Completing an Assignment Agreement

Follow these sequential steps to prepare, execute, and distribute a legally effective assignment.

01

Prepare Document: Draft with precise descriptions and governing law.
02

Confirm Authority: Verify signer authority and board approvals where needed.
03

Sign and Date: Execute with signatures, dates, and capacities.
04

Distribute Copies: Provide executed copies to relevant counterparties and file internally.

How to Configure an Electronic Workflow

Set up the electronic signing flow to match the document's approval order and authentication needs.

Signing Order	Sequential or parallel routing per internal approval chain.
Authentication Level	Email link, SMS code, or knowledge-based authentication as required.
Required Fields	Mark signature, date, and initial fields as mandatory to prevent incomplete returns.
Attachments	Allow supporting documents to be uploaded and linked to the assignment.
Audit Trail	Enable full audit logging for timestamps, IP addresses, and actions.

Digital Signing and eSubmission Options

Use an e-signature platform that supports legal admissibility, audit trails, and required authentication.

Document Formats: PDF, DOCX supported
Integrations: CRM and storage connectors
Security: TLS and AES encryption

Ensure the chosen platform complies with ESIGN and UETA and meets any industry-specific requirements such as HIPAA or 21 CFR Part 11 when applicable.

Typical Electronic Execution Flow

This sequence shows common stages for electronic assignments starting with preparation and ending with archival.

Upload Document: Sender uploads final draft to e-sign platform.
Place Fields: Add signature, date, and text fields for parties.
Send to Signers: Platform sends secure signing links to recipients.
Complete & Store: Signed copies and audit trail are saved in repository.

Download, Export, and Supporting Documents

After execution, export signed agreements in common formats and include required supporting documents for a complete record.

Download Options

Export final signed PDF/A for long-term storage and a searchable DOCX for internal edits or redaction needs.

Supporting Documents

Attach board resolutions, powers of attorney, original contracts, proof of payment, or previous assignment records as exhibits.

Notarization Records

If notarized, retain the notary acknowledgment or RON audio-video recording alongside the signed agreement.

Audit Certificate

Include the platform's certificate of completion showing timestamps, IP addresses, and authentication events.

Common Preparation Errors to Avoid

Vague descriptions of assigned rights that leave ambiguity about scope and enforceability.
Failing to confirm that a right is assignable under the original contract or statute.
Using incorrect legal entity names or omitting signer capacity, causing acceptance or title questions.
Neglecting to require or preserve required consents from counterparty contracts or licensors.

Potential Legal and Commercial Risks

Invalid Assignment: May be unenforceable if original contract prohibits assignment.

Lost Consideration: Payment disputes arise if consideration terms are unclear.

Third-Party Claims: Counterparties may assert breach or nonassent.

Tax Consequences: Unreported transfers can trigger reporting obligations.

Notarization Failure: Missing notarization when required can affect recordability.

Data Exposure: Improperly handled supporting documents risk confidentiality breaches.

eSignature Vendor Pricing Snapshot

Compare starting prices and common commercial features across major eSignature vendors; signNow is listed first per vendor 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 free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	Varies	Varies

Example Uses from Practice

Real-world scenarios show how assignments are used across legal and commercial workflows.

Receivables Sale

A finance firm assigned contract receivables to a purchaser for immediate cash

Transaction required explicit notice to debtors
The agreement included representations, a payment schedule, and assignment notice exhibits to preserve collection rights.

IP Transfer

A startup assigned patent rights to an acquirer in connection with an asset sale

Parties included inventorship and assignment of patent application numbers
The assignment attached invention disclosures and a schedule of patent filings to avoid later disputes.

Frequently Asked Questions

Answers to common questions about using and executing a Legal Assignments Agreement, including electronic execution and necessary formalities.

Need help? Contact support

Can an assignment be signed electronically?
Yes. Electronic signatures can create a legally binding assignment where ESIGN (15 U.S.C. §7001) and relevant state law permit, provided the signer shows intent, consents to electronic records, attribution is clear, and records are retained.
When is notarization required?
Notarization is required when a state or the counterparty demands a notarized acknowledgement for recordation or to perfect title; check state deed or recordation rules and any contract clause requiring notarization.
What if the original contract bans assignment?
If the original agreement prohibits assignment, an attempted transfer may be unenforceable; obtain counterparty consent or seek a legal review to determine whether the prohibition is enforceable under governing law.
How do I correct a signed assignment?
Execute a corrective assignment or amendment signed by the same parties; avoid altering an executed original without documented mutual consent and contemporaneous notarization if originally required.
How to confirm signer authority?
Request corporate resolutions, officer certificates, or a notarized power of attorney as proof of authority before accepting the assignment for high-value transfers.
Can an assignment be revoked?
Revocation depends on terms in the assignment and applicable law; include express revocation mechanics and consider delivering revocation notices and obtaining counterparty acknowledgements to avoid disputes.

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