December 13, 2023


This Agreement is between ______________(Assignor), and __________________
(Assignee). The Assignor and Assignee, when mentioned together may be referred
to as Parties.
A. Assignor has entered into an Agreement to purchase real estate from
_____________________, the Seller ("Contract” or “Underlying Transaction”).
Under the Contract, the Assignor has certain rights in the property commonly
known as __________________ (“Property”).
B. Whereas the Contract allows the Assignor to assign its right, title, and interest
under the contract to a third party without the prior consent of the Seller; and
C. Whereas the Assignor desires to exercise its right to assign the Contract;


For the mutual premises herein and other food and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree to the
following terms and conditions;
1. Assignor assigns all of its rights, title, and interest in, under, and pursuant to
the Contract to Assignee, subject to the Assignee’s fulfillment of the
conditions set forth below.
2. Assignee accepts all terms and conditions of the Contract. Assignee has
reviewed the Contract, which is attached hereto as Exhibit “A.” Assignee fully
understands the terms and conditions in the Contract and represents to
Assignor that it is willing and able to close the Underlying Transaction.
Assignee agrees to be bound by the terms thereof and hold Assignor
harmless from, and indemnify Assignor for any rights or causes of action that
may accrue against Assignor pursuant to the Contract.
3. Within three (3) calendar days, Assignee will deliver to Assignor a cashier’s
check, money order, cash, or wire transfer in the amount of $
______________ as the initial deposit hereunder. This Assignment is not
effective until the deposit is paid and both Parties sign this Assignment.
4. The assignee will pay Assignor a total assignment fee of $ __________; this
amount includes the deposit listed in paragraph 3. This balance of the
assignment fee will be paid at the closing of the Underlying Transaction.

5. The assignment fee will be paid in addition to the Purchase Price identified in
the Contract. The total amount owed by Assignee as follows: –
$ ___________________ Purchase price in Underlying Transaction
$ ___________________ Assignment Fee
$ ___________________ Minus Deposit
$ ___________________ Total Due at Closing by Assignee

6. Assignee must close the Underlying Transaction on or before the Closing
Date as defined in the Contract: __________________________ at 5 p.m.
Time is of the essence, and Assignor will be harmed if Assignees fails to
timely close. Assignor will select the closing and title agent.
7. Suppose the Assignee fails to close the Underlying Transaction on or before
the Closing Date. In that case, the Assignee will forfeit the deposit set forth
above, and this Assignment Agreement shall expire, terminate, and be
canceled, at which time the Contract shall revert to Assignor. At that time,
Assignor may assign the Contract to another party.
8. Seller, pursuant to the Contract, must deliver marketable title at closing. If the
marketable title cannot be conveyed, this Assignment shall be canceled, and
the Deposit will be refunded to Assignee.
9. The assignee will not contact the Seller identified in the Contract nor any
tenants residing in the Property. Assignee agrees to communicate with Seller
or Seller’s tenants solely with and through Assignor.
10. At any time before closing, the assignor may renegotiate the underlying
purchase price in the Contract with the Seller. The assignor is entitled to the
entire difference between the Contract purchase price and this Assignment.
The difference, if any, will be paid as an additional assignment fee at closing.
The assignor’s purchase price negotiation will not affect the Total Due at
Closing from Assignee.
11. The property is sold as-is. The assignor makes no representation of the
Property condition. This includes permitting, major structures, foundations,
occupancy, mold, and other property defects. The assignee must do its due
diligence. Assignee acknowledges that they are not relying on any
representation of the Property’s condition by Assignor. The assignee has
willfully agreed to assume all risks related to the Property’s condition.

12. If tenants are in the Property, possession of the Property will be subject to the
unrecorded leases and possession of the tenants unless agreed otherwise in
13. This Assignment shall be binding on Assignor and Assignee and their
respective successor and assigns and shall inure to the benefit of Assignee
and its successors and assigns.
Assignor: ______________________________ Assignee:
Signature: _____________________________ Signature:
Date: _________________________________ Date:
Email Address: ________________________ Email Address:
Phone: _________________________________ Phone:

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