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Transfer Agreement Form

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FORM OF LOCAL ASSET TRANSFER AGREEMENT

TRANSFER AGREEMENT

This Transfer Agreement ("Agreement") made this day of , 2000, by and between Bridge , a corporation organized under the laws of , having its principal place of business at ("Seller"), and SAVVIS [a company organized under the laws of ] [ branch, the branch of a company organized under the laws of ] having its office at ("SAVVIS") (Seller and SAVVIS each a "Party" and collectively the "Parties").

WITNESSETH

WHEREAS, pursuant to an agreement of even date herewith between Bridge Information Systems, Inc. and SAVVIS Communications Corporation (the "Master Establishment and Transition Agreement") the direct or indirect parent entity of Seller, Bridge Information Systems Inc. ("BISI"), has agreed to cause the transfer of certain assets, liabilities, rights and obligations world-wide to its subsidiary SAVVIS Communications Corporation ("SCC"), which is the direct or indirect parent of SAVVIS;

WHEREAS, pursuant to the Master Establishment and Transition Agreement, transfers of assets, liabilities, rights and obligations will be effected by subsidiaries of BISI and SCC pursuant to individual transfer services agreements between such entities; and

WHEREAS, SAVVIS and Seller desire to effect a transfer of certain assets, liabilities, rights and obligations on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants and obligations herein set forth and of other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement and the Schedules the following expressions shall have the following meanings namely:

"Agreement" means the agreement between the Parties the terms of which are set out herein;

"Assets" means the assets of the IP Network set forth in Clause 2.1 as amended pursuant to Clause 2.2;

"Closing" has the meaning set forth in Clause 4.1;

"Effective Date" means ;

["Employees" means those employees of Seller listed on the attached Schedule 4;]

"IP Network" means those assets that are used by Seller which consists of providing telecommunications facilities utilizing internet protocols between Seller, suppliers and group companies of Seller and Seller's customers;

"Liabilities" means all of the liabilities specifically listed in Schedule [5]; provided, however, that any contractual liabilities and contractual obligations of the Seller for goods or services delivered prior to the Effective Date shall be excluded from the definition of Liabilities and shall remain the responsibility of the Seller; and

"Software" means any and all software and software applications, including operating software and embedded software, owned or used by Seller in relation to the maintenance, ownership or operations of the Assets listed in Clause 2.1.1.

1.2 In this Agreement words importing the singular include the plural and vice versa and words importing gender include any other gender.

1.3 The headings of Clauses are for ease of reference and shall not affect the construction of this Agreement.

1.4 References in this Agreement to Clauses or Schedules are references to clauses of or schedules to this Agreement.

1.5 Any undertaking hereunder not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing.

1.6 The expression "person" used in this Agreement shall include (without limitation) any individual, partnership, local authority, company or unincorporated association.

2. SALE & PURCHASE

2.1 Seller shall sell and SAVVIS shall purchase with effect from the Effective Date the Assets subject in all cases to the Liabilities, which are the following:

2.1.1 the computer equipment listed in Schedule 1, including but not limited to the Ascend Cascade Switch 9000s and the Baynet Routers;

2.1.2 the full benefit of all agreements between Seller and any other person, firm or corporation (other than SAVVIS) to which Seller is entitled in connection with the operations of the IP Network which are in force at the Effective Date including, without limitation, the contracts listed in Schedule 2 as well as any maintenance, support, supply or licensing agreements, if any, relating to the Software;

2.1.3 the right of SAVVIS to represent itself as operating the IP Network in succession to Seller;

2.1.4 all technical and contractual information relating to the IP Network;

2.1.5 the Software.

2.2 SAVVIS and Seller shall take all reasonable efforts to jointly prepare, within seventy-five days after the Effective Date, or as soon as practical thereafter, a revised list of the Assets as set forth in Schedules 1 and 2. This revised list shall supersede the attached Schedules 1 and 2 and shall include any assets purchased or acquired by Seller after July 31, 1999 but before the Effective Date which comprise part of the IP Network. The parties shall negotiate in good faith to finalize such revised Schedules and shall provide to each other any information or records reasonably necessary to finalize such revised Schedules.

3. CONSIDERATION

3.1 The purchase price for the Assets exclusive of any VAT, stamp duty, and transfer taxes (the "Consideration") shall be the sum specified in Schedule 3. To the extent the Assets are revised pursuant to Clause 2.2, the Consideration set forth in Schedule 3 shall be adjusted based on the net book value on the date of transfer (in the books of Seller) of the Assets which are added to or removed from the revised list. The Parties shall take all reasonable efforts to jointly prepare any such revisions to Schedule 3 within seventy-five days after the Effective Date, or as soon as practical thereafter. The parties shall negotiate in good faith to finalize such revised Schedule and shall provide to each other any information or records reasonably necessary to finalize such Schedule.

3.2 The Consideration shall be due and payable as set forth in Schedule 3.

3.3 The amount set forth in Schedule 3 is exclusive of VAT, and any and all transfer or other taxes or duties applicable to the transaction provided for in this Agreement, which SAVVIS hereby agrees to pay.

4. CLOSING

4.1 Closing of the sale shall take place on the Effective Date when Seller shall deliver to SAVVIS all physical Assets hereby agreed to be sold, other than the Assets referred to in Clause 2.2 above. All physical Assets referred to in Clause 2.2 above shall be delivered to SAVVIS as soon as practicable following the finalization of any adjustment to the Assets as set forth in Clause 2.2.

4.2 Property in and title to the Assets referred to in Clause 2.1 shall pass to SAVVIS on the Effective Date. Property in and title to the Assets referred to in Clause 2.2 shall pass to SAVVIS on the date that the revised schedules are finalized in accordance with on Clause 2.2 but such transfer shall be effective as of the Effective Date.

4.3 Subject to Clause 6 below, Seller shall on or as soon as practicable after the Effective Date deliver to SAVVIS all transfers, assignments and novations relating to the Assets (including the property) together with the documents of title thereto, necessary to give effect to this Agreement; provided, however, that any such transfers shall as between the Parties be deemed to be effective as of the Effective Date.

5. THE LIABILITIES

Subject to the consent where necessary of other contracting parties (which the Parties hereto shall use their reasonable best efforts to obtain) SAVVIS shall as from the Effective Date assume, perform and discharge all Liabilities. If it proves impossible to obtain any such consent in relation to any of the Liabilities, SAVVIS will assume, perform and discharge such Liability as agent for and on behalf of Seller and will indemnify Seller accordingly. Seller will indemnify SAVVIS for contractual liabilities for goods or services delivered prior to the Effective Date.

6. THIRD PARTY CONSENTS

6.1 Seller and SAVVIS shall use all reasonable endeavours to obtain any required consent of any other contracting parties to the assignment or novation of any agreement referred to in Clause 2.1.2. Unless and until such consent shall be forthcoming and the relevant agreement shall have been assigned or novated SAVVIS shall at its own cost and expense assume Seller's obligations under such agreements and Seller shall account to SAVVIS for all sums paid or received therefrom.

6.2 Seller will at SAVVIS' request and expense give to SAVVIS all assistance in the power of Seller to enable SAVVIS to enforce the agreements referred to in Clause 2.1.2 against the other contracting party or parties and, without prejudice to the generality of the foregoing, will provide all such relevant books, documents and other information as SAVVIS may require in relation thereto.

[7. PERSONNEL

SAVVIS and Seller hereby agree and acknowledge that the Transfer of Undertakings (Protection of Employment) Regulations applies to this transaction and, therefore, that the contracts of employment of all of the Employees of Seller, as set forth at Schedule 4 to this Agreement, shall not be terminated at Closing but shall continue to have effect as if originally made between such Employee and SAVVIS in accordance such Regulations.]

[8. INDEMNIFICATION

(a) Seller will indemnify, defend and hold SAVVIS and its shareholders, directors, officers, successors, assigns, and agents of each of them, harmless from and against any and all claims, losses, damages, liabilities, expenses or costs, plus reasonable attorneys' fees and expenses, incurred by SAVVIS to the extent resulting from or arising out of any claim or suit by any Employee of Seller, or by any other employee of Seller that is not being transferred to SAVVIS, asserting rights under the Transfer of Undertakings (Protection of Employment) Regulations 1981 or any other similar law or regulation.]

9. FURTHER ASSURANCE

From and after Closing, the Parties shall do such acts and execute such documents and instruments as may be reasonably required to make effective the transactions contemplated hereby. In the event that consents, approvals, other authorizations or other acts contemplated by this Agreement have not been fully effected as of Closing, the parties will continue after Closing, without further consideration, to use their reasonable best efforts to carry out such transactions; provided, however, in the event that certain approvals, consents or other necessary documentation cannot be secured, then the Party having legal responsibility, ownership or control shall act on behalf of the other Party, without further consideration, to effect the essential intention of the Parties with respect to the transactions contemplated by this Agreement.

10. SURVIVAL OF CERTAIN PROVISIONS

To the extent that any provision of this Agreement shall not have been performed at Closing it shall survive and remain in full force and effect notwithstanding Closing.

11. GOVERNING LAW AND CHOICE OF FORUM

This Agreement shall be governed by and construed and interpreted in accordance with the laws of [England] [the state of Missouri, United States of America] and the parties to this Agreement hereby agree that all matters arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [England] [the state of Missouri].

AS WITNESS the hands of duly authorized representatives of the parties the day and year first above written

SIGNED by

for and on behalf of

BRIDGE INFORMATION SYSTEMS

SIGNED by

for and on behalf of

SAVVIS

Enter text✕

What the Transfer Agreement Form Is and when it applies

A Transfer Agreement Form documents the voluntary conveyance or assignment of rights, assets, interests, or obligations from one party to another. It creates a written record of the parties, the subject being transferred, any consideration exchanged, effective date, and conditions. Common uses include asset transfers, assignment of contracts, intellectual property conveyances, and transfer of account ownership. Properly completed, signed, and (where required) notarized or recorded, the form establishes evidence for legal, tax, and operational purposes and supports downstream filing or title work.

Why a clear Transfer Agreement Form matters

A well-crafted Transfer Agreement Form reduces legal ambiguity, clarifies obligations and consideration, and preserves rights for enforcement and tax reporting. Clear documentation helps third parties, lenders, and recording offices verify chain-of-title and supports compliance with tax and regulatory rules.

Why a clear Transfer Agreement Form matters

Who commonly prepares and signs these forms

Multiple stakeholders prepare or sign transfer agreements depending on the asset class and transaction complexity.

  • Individuals and sellers transferring personal property or account ownership; they typically supply identity, signature, and any supporting ID.
  • Businesses and legal representatives assigning contracts, IP, or equipment; they ensure corporate authority and board approval where required.
  • Title professionals, escrow agents, or closing attorneys who prepare recording packages and confirm notarization and filing requirements.

Identify the primary signer and confirm signatory authority before routing to avoid execution delays or invalidation.

Step-by-step: completing a Transfer Agreement Form

Follow a consistent sequence to avoid omissions and ensure legal sufficiency.

  • 01
    Gather documents: Collect IDs, corporate authority, and prior title documents.
  • 02
    Complete fields: Fill names, descriptions, consideration, and dates carefully.
  • 03
    Confirm authority: Obtain corporate resolutions or power of attorney if needed.
  • 04
    Execute and record: Sign, notarize if required, and submit for recording or delivery.

Digital workflow settings for online completion

Configure a repeatable workflow to route, authenticate, and store completed transfer agreements.

Field Configuration
Signature type Email link, SMS code, or stronger KBA as needed
Authentication Email verification by default; 2FA or ID check for high-value transfers
Order of signing Sequential signers for approvals and then final signature
Storage destination Encrypted cloud storage with access controls

Typical electronic signing flow for a transfer form

The online signing pathway mirrors in-person steps while adding auditability and optional stronger authentication.

  • Upload document: Sender uploads the Transfer Agreement Form.
  • Add fields: Place signature, date, and initial fields as required.
  • Authenticate signer: Choose email, SMS, or ID verification.
  • Finalization: Signed copy and audit trail delivered to all parties.

Core elements to include in a professional Transfer Agreement Form

Each element below supports enforceability, clarity, and later verification by third parties or recorders.

Parties and capacity

Identify each party with full legal names and indicate signing capacity (individual, corporate officer, trustee). Include corporate seals or resolutions when needed to show authority.

Detailed description

Describe the asset or right precisely, using serial numbers, account numbers, or legal property descriptions to avoid ambiguity during enforcement or recording.

Consideration and tax wording

State the transfer price or indicate nominal/zero consideration. Add a tax representation clause about any required reporting or withholding.

Representations and warranties

Include basic seller warranties about title, authority to transfer, and absence of liens, which protect the transferee against undisclosed encumbrances.

Covenants and conditions

List conditions precedent, closing steps, and any obligations that survive closing, such as indemnities or escrow holdbacks.

Execution and notarization

Provide signature blocks, notary acknowledgement if required, and instructions for recording or delivery to the appropriate county or third party.

Security and compliance considerations for electronic transfer forms

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit trail: Time-stamped events, IP address capture
Regulatory compliance: ESIGN and UETA compliant
Industry certifications: SOC 2 Type II and ISO 27001
Health-data options: HIPAA available with BAA
FDA records: 21 CFR Part 11 support options

Top legal risks when transfer forms are incorrect

Title defects: Unclear description can invalidate transfer
Tax reporting: Missing or incorrect reporting triggers penalties
Unauthorized signing: Lack of authority risks rescission
Notarization failure: Missing acknowledgement may block recording
Fraud exposure: Inadequate ID verification increases fraud risk
Record retention: Insufficient records hamper audits or disputes

Common preparation mistakes to avoid

  • Using shorthand or informal names that do not match government or corporate records leads to recording rejections or title challenges.
  • Leaving the consideration vague or marked 'value to be agreed' creates ambiguity for tax and enforcement purposes and may invalidate transfer terms.
  • Failing to verify signatory authority — such as corporate resolutions for officers — can make a transfer voidable by third parties.
  • Skipping notarization or recording steps when required by state law or the recorder's rules can prevent the transfer from taking effect against third parties.

Timing and filing expectations for transfer agreements

Observe deadlines for execution, recording, and any tax reporting that follow the transfer to avoid penalties and secure priority against third parties.

Effective date and delivery:

Agreement is effective on the stated date or upon delivery, per contract language.

Recording with county:

Record promptly where required to protect priority; local rules vary.

Tax reporting window:

Reportable transfers must follow IRS timelines and forms for the relevant tax year.

Notarization timing:

Notarize at execution if the recorder or statute requires acknowledgement.

Retention start date:

Retention begins at creation or last effective date for regulatory periods.

eSignature pricing snapshot for completing transfer forms

Compare general plan entry prices and common enterprise features that affect transfer agreement workflows and compliance.

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

Real-world transfer examples and typical outcomes

These condensed examples illustrate common transfer scenarios and practical steps used by organizations.

Optica Ventures asset assignment

A small holding company transferred equipment to a new subsidiary with a dated assignment and consideration stated.

  • The company recorded the transfer and updated asset registers.
  • Result: Clear accounting and no title disputes because the transfer description matched serial records and recorder requirements.

Fertility clinic data transfer

A clinic transferred patient records under a business sale with HIPAA addenda and a BAA in place.

  • Consent and encryption were documented.
  • Result: Protected PHI transfer with compliant storage and audit trail, minimizing regulatory exposure during the transition.

Practical tips to reduce errors and delays

Adopt consistent validation steps and document controls to improve accuracy and speed in transfer processing.

Validate names and capacity
Confirm legal names against IDs or formation documents and obtain corporate resolutions for officers signing in a representative capacity.
Use precise descriptions
Reference serial numbers, contract dates, or full legal property descriptions to avoid ambiguity during recording or enforcement.
Select appropriate authentication
Use stronger signer authentication for high-value transfers, such as document ID checks or multi-factor methods.
Keep a complete audit trail
Retain signed PDFs, timestamps, and any notarization or remote online notarization evidence to support future disputes or audits.

Frequently asked questions about Transfer Agreement Forms

Answers below address common execution, validity, and post-signing concerns with reference to electronic signature standards.


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