is assignment the same as transfer

AssignToday Blog

What's The Difference Between Assignment & Transfer

What is The Difference Between Assignment and Transfer

In real estate, sometimes contracts change hands after the deal is signed. But what does this mean?

AN ASSIGNMENT of a real estate contract means one of the original parties of the contract, (known as the Assignor) gives up all of their rights and responsibilities to another party (called the Assignee). The Assignor is usually the original Buyer of the property.

All obligations under the terms of the original contract revert to the Assignee when the sale transaction completes. The Assignor becomes the middleman, making a profit by selling the Assignment at a higher price than was contemplated in the original contract, or by receiving an Assignment Fee for completing the transaction.

A TRANSFER is the transfer of title (legal ownership) to the property. An Assignor can only assign the rights and responsibilities of the real estate contract, but cannot convey or transfer title of the property as they do not hold ownership of it prior to closing. The transfer would be completed on closing and would pass from the Seller to the Assignee.

Benefits Of An Assignment

Assignors (the original purchaser) can sometimes make a quick profit by selling a Purchase Contract at a higher rate than what they were going to pay for the real estate property.
The original purchaser can often negotiate to get their original deposit back from the Assignee. When the original purchaser entered into the purchase contract, they likely paid a deposit to the Seller. As part of the Assignment Agreement, the Assignee can be required to pay the deposit to the Assignor as consideration for the transaction.
The Assignor avoids having to pay closing costs and property transfer tax since the Assignee, or new buyer will take that responsibility at closing.
The Assignor relieves themselves of the obligations of the Purchase Contract without backing out of the deal with the Seller or Developer. Backing out of a Purchase Contract comes with certain difficulties since it’s a legally binding contract. There may be penalties due to the Developer if a buyer backs out or even lawsuits where the Developer tries to enforce the contract. Selling it as an Assignment, therefore, means the original buyer can avoid those potential expenses or liabilities.

As with any home purchase, it’s always a good idea to hire a real estate professional to assist you. Their professional experience can guide you to the right decision for your personal situation while avoiding any difficulties or unexpected hurdles.

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Get your assignment of agreement

by Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

Person presenting documents to another person who is signing them

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
The assignor must agree to assign their rights and duties under the contract to the assignee.
The assignee must agree to accept, or "assume," those contractual rights and duties.
The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
The effective date of the assignment and assumption agreement
Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

Assignment Agreement

Jump to section.

An assignment agreement is a contract that authorizes a person to transfer their rights, obligations, or interests in a contract or property to another person. It serves as a means for the assignor to delegate duties and advantages to a third party while the assignee assumes those privileges and obligations. This blog post will discuss assignment agreement, its purpose, essential elements, and implementation practices.

Key Functions of an Assignment Agreement

Below are some key functions of an assignment agreement.

Facilitating Clear Transfer of Rights and Obligations: Assignment agreement plays a vital role in diverse industries and business transactions by facilitating a transparent transfer of rights and obligations between parties. These agreements encompass intellectual property rights, contractual duties, asset ownership, and other legal entitlements. By clearly defining the assignment's scope and nature, both parties can ensure a smooth transition without any uncertainties.
Ensuring Protection of Interest: Another important objective of the assignment agreement is safeguarding the assignor and assignee's interests. These agreements provide a legal framework that protects the assignee's rights while relieving the assignor of responsibilities and liabilities associated with the assigned asset or contract. This protection ensures that neither party faces unexpected consequences or disputes during or after the assignment.
Outlining Consensus on Terms and Conditions : Assignments often involve intricate terms and conditions, necessitating mutual understanding between the assignor and assignee. Assignment agreement serves as binding documents that outline the assignment's terms and conditions, including payment terms, timelines, performance expectations, and specific requirements. By reaching a consensus on these details, both parties can minimize potential conflicts and align their expectations.
Complying with Legal Laws: Ensuring legal compliance and enforceability is an important objective of the assignment agreement. Also, it is prudent to create these documents according to the relevant rules, regulations, and industry requirements. By adhering to legal guidelines, the assignment agreement becomes a robust legal instrument that provides a solid foundation for potential legal action in case of breaches or disputes.
Maintaining Confidentiality and Non-Disclosure: Many assignments involve confidential information, proprietary knowledge, or trade secrets that require protection. An objective of the assignment agreement is to establish clear guidelines regarding the confidentiality and non-disclosure of such information. These guidelines define the scope of confidential information, specify restrictions on its use or disclosure, and outline the consequences of any breaches. By ensuring clarity in these aspects, the agreement protects the interests of both parties and fosters a sense of trust .

Best Practices for Crafting an Assignment Agreement

Assignment agreements are vital in different business transactions, transferring rights and obligations from one person to another. Whether it's a merger, acquisition, or contract assignment, implementing an assignment agreement needs thorough consideration and adherence to best practices to ensure a seamless and lawfully sound process. Below are some key practices to follow when implementing an assignment agreement.

Identifying the Parties Involved: The initial step in implementing an assignment agreement is to identify the parties participating in the assignment agreement. It is vital to accurately define the assignor, who will transfer the rights, and the assignee, who will receive them. The assignment agreement should include precise details of both parties' names and contact information.
Defining the Scope and Extent of Assignment: It is imperative to define the assignment's scope and extent clearly to prevent potential disputes or ambiguity in the future. It specifies the rights, benefits, and obligations transferred from the assignor to the assignee. In addition, specific details such as intellectual property rights, contractual obligations, and any relevant limitations or conditions should be explicitly outlined.
Reviewing and Understanding Existing Contracts or Agreements: Assignment agreements often transfer rights and obligations from preexisting contracts or agreements. It is essential to thoroughly review and comprehend these existing contracts to facilitate a seamless transfer. Identifying any provisions restricting or prohibiting assignment is important and should be addressed accordingly. Seeking legal advice is advisable to ensure compliance with contractual obligations.
Obtaining Consent from Relevant Parties: In some cases, obtaining consent from third parties directly affected by the transfer of rights and obligations may be necessary. Also, it is important to identify these parties and obtain their consent in writing if required. Failure to get permission may lead to legal complications and a potential breach of contract .
Crafting a Comprehensive Assignment Agreement: Upon collecting all relevant data, it is time to create a comprehensive assignment agreement. This agreement should utilize unambiguous language to define the rights and obligations transferred, specify the effective date of the assignment, and outline any other relevant terms and conditions. Engaging legal professionals specializing in contract law is highly recommended to ensure the agreement's legal validity and enforceability.
Seeking Legal Advice and Performing Review: It is important to seek legal advice and conduct a thorough review before finalizing the assignment agreement. Experienced attorneys can provide valuable insights, identify potential risks, and ensure compliance with applicable laws and regulations. The legal review helps minimize the likelihood of errors or oversights that could result in future disputes or legal challenges.
Executing and Recording the Assignment Agreement: Once the assignment agreement has been reviewed and approved, both parties should implement the document by signing it. Also, to enhance its enforceability, it is advisable to have the assignment agreement witnessed or notarized, depending on the jurisdiction's legal requirements. Additionally, maintaining a record of the executed contract is essential for future reference and as evidence of the assignment.
Communicating the Assignment: Effective communication of the assignment to all relevant parties is important after executing the assignment agreement. Stakeholders, such as employees, clients, suppliers, and contractors, should be notified about the transfer of rights and obligations. It ensures a smooth transition and minimizes potential disruptions or misunderstandings.
Documenting and Ensuring Compliance: Lastly, it is imperative to maintain proper documentation and ensure ongoing compliance with the assignment agreement's terms. Keeping copies of all relevant documents, including the assignment agreement, consent, and communications related to the assignment, is important. Regularly reviewing and monitoring compliance with the assignment agreement allows for prompt resolution of any issues and helps maintain a transparent and accountable process.

Key Terms for Assignment Agreements

Assignor: The individual or entity that transfers their rights, responsibilities, or interests to another party using an assignment agreement. And by doing so, the assignor relinquishes any claims and duties associated with the assigned property, contract, or legal entitlements.
Assignee: The individual or entity that receives the rights, interests, or obligations through an assignment agreement. The assignee assumes the transferred rights and responsibilities, essentially taking on the role of the assignor.
Obligor: Refers to the party bound by a duty or obligation under a contractual or legal agreement. In an assignment agreement, the obligor is the party whose performance or obligations are assigned to the assignee.
Assignable Rights: These are the specific rights or interests that can be transferred from the assignor to the assignee via an assignment agreement. These include intellectual property rights, contractual rights, real estate interests, royalties, and other lawful entitlements.
Consideration: The value or benefit exchanged between the parties in an assignment agreement. Also, consideration is commonly paid in monetary payment, goods, services, or promises. It represents what each party gains or sacrifices as part of the assignment.
Notice of Assignment: A formal written notification provided by the assignor to the obligor, serving as a communication of the assignment of rights, interests, or obligations to the assignee. This notice establishes the assignee's rights and enables the obligor to fulfill their duties to the correct party.

Final Thoughts on Assignment Agreements

In a nutshell, assignment agreement plays an important role in business transactions, allowing for transferring of rights, duties, and interests between parties. Moreover, by understanding these objectives and addressing them through well-drafted assignment agreement, businesses and individuals can engage in assignments with confidence and clarity. Also, since an assignment agreement includes several legal complexities, it is rational to consult a professional attorney who can guide you through the process.

If you want free pricing proposals from vetted lawyers that are 60% less than typical law firms, Click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our Assignment Agreement Lawyers

Trusted legal counsel and business advisor to businesses and executive teams in the software, financial, and technology industries. Practice areas include commercial transactions, licensing, SaaS/PaaS/IaaS delivery models, software product development, regulatory compliance, new business formation, employment matters, and general corporate matters.

After receiving my undergraduate degree in economics from Stanford, and my law degree from UCLA, I practiced in California for eight years before moving to Oregon in 1991. I am primarily a trial lawyer with over 50 jury trials, emphasizing personal injury, professional malpractice, construction, and employment law, but in the course of that practice have reviewed and drafted hundreds of releases, indemnification agreements, employment agreements, and construction agreements.

My name is Elexius. I’ve been practicing since 2016. I began my career doing defense work for insurance companies. I handled worker’s compensation cases, insurance subrogation claims and a number of related employment issues including wage and hour disputes, resignation, termination and release of claims. I also handled employee contract matters and revised contracts as needed for my clients. In my current role I draft contracts and related agreements, including cease and desist, letters of understanding, and various notices. I also handle contractual interference issues.

I am an attorney admitted in New York and New Jersey with 21 years of law firm and in-house, complex litigation, appellate, and counseling experience. I am admitted in the New York U.S. District Courts and several U.S. Courts of Appeals. I have handled white collar litigation and other complex litigation matters. I have extensive insurance coverage, antitrust, contract, and internal investigations experience, and securities law and financial-services litigation experience. I was a candidate for the U.S. Senate in New Jersey 2011.

Wilberforce A.

Wilberforce Agyekum is an attorney with 16 years of experience practicing in areas of contracts, immigration, and criminal law. Wilberforce received a Bachelor of Science degree from Washington Adventist University, and Juris Doctorate from Seattle University School of Law.

I have been practicing law since 2010 focusing on estate planning, probate, corporate & business, and family law matters. Prior to the practice of law, I had extensive experience as a financial advisor, business consulting, and information technology.

I’m the Managing Attorney at The Coaxum Firm LLC, a small firm located in Alabama that handles Family Law, Criminal Defense, and Personal Injury cases. My law partner is my older brother, Louis Coaxum, and we’ve been practicing together as a firm for over 8 years.

Find the best lawyer for your project

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities

Austin Business Lawyers
Boston Business Lawyers
Chicago Business Lawyers
Dallas Business Lawyers
Denver Business Lawyers
Houston Business Lawyers
Los Angeles Business Lawyers
New York Business Lawyers
Phoenix Business Lawyers
San Diego Business Lawyers
Tampa Business Lawyers

Assignment Agreement lawyers by city

Austin Assignment Agreement Lawyers
Boston Assignment Agreement Lawyers
Chicago Assignment Agreement Lawyers
Dallas Assignment Agreement Lawyers
Denver Assignment Agreement Lawyers
Houston Assignment Agreement Lawyers
Los Angeles Assignment Agreement Lawyers
New York Assignment Agreement Lawyers
Phoenix Assignment Agreement Lawyers
San Diego Assignment Agreement Lawyers
Tampa Assignment Agreement Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city

Search Search Please fill out this field.
Building Your Business
Operations & Success

What Is an Assignment of Contract?

Assignment of Contract Explained

Hero Images / Getty Images

Assignment of contract allows one person to assign, or transfer, their rights, obligations, or property to another. An assignment of contract clause is often included in contracts to give either party the opportunity to transfer their part of the contract to someone else in the future. Many assignment clauses require that both parties agree to the assignment.

Learn more about assignment of contract and how it works.

What Is Assignment of Contract?

Assignment of contract means the contract and the property, rights, or obligations within it can be assigned to another party. An assignment of contract clause can typically be found in a business contract. This type of clause is common in contracts with suppliers or vendors and in intellectual property (patent, trademark , and copyright) agreements.

How Does Assignment of Contract Work?

An assignment may be made to anyone, but it is typically made to a subsidiary or a successor. A subsidiary is a business owned by another business, while a successor is the business that follows a sale, acquisition, or merger.

Let’s suppose Ken owns a lawn mowing service and he has a contract with a real estate firm to mow at each of their offices every week in the summer. The contract includes an assignment clause, so when Ken goes out of business, he assigns the contract to his sister-in-law Karrie, who also owns a lawn mowing service.

Before you try to assign something in a contract, check the contract to make sure it's allowed, and notify the other party in the contract.

Assignment usually is included in a specific clause in a contract. It typically includes transfer of both accountability and responsibility to another party, but liability usually remains with the assignor (the person doing the assigning) unless there is language to the contrary.

What Does Assignment of Contract Cover?

Generally, just about anything of value in a contract can be assigned, unless there is a specific law or public policy disallowing the assignment.

Rights and obligations of specific people can’t be assigned because special skills and abilities can’t be transferred. This is called specific performance. For example, Billy Joel wouldn't be able to transfer or assign a contract to perform at Madison Square Garden to someone else—they wouldn't have his special abilities.

Assignments won’t stand up in court if the assignment significantly changes the terms of the contract. For example, if Karrie’s business is tree trimming, not lawn mowing, the contract can’t be assigned to her.

Assigning Intellectual Property

Intellectual property (such as copyrights, patents, and trademarks) has value, and these assets are often assigned. The U.S. Patent and Trademark Office (USPTO) says patents are personal property and that patent rights can be assigned. Trademarks, too, can be assigned. The assignment must be registered with the USPTO's Electronic Trademark Assignment System (ETAS) .

The U.S. Copyright Office doesn't keep a database of copyright assignments, but they will record the document if you follow their procedure.

Alternatives to Assignment of Contract

There are other types of transfers that may be functional alternatives to assignment.

Licensing is an agreement whereby one party leases the rights to use a piece of property (for example, intellectual property) from another. For instance, a business that owns a patent may license another company to make products using that patent.

Delegation permits someone else to act on your behalf. For example, Ken’s lawn service might delegate Karrie to do mowing for him without assigning the entire contract to her. Ken would still receive the payment and control the work.

Do I Need an Assignment of Contract?

Assignment of contract can be a useful clause to include in a business agreement. The most common cases of assignment of contract in a business situation are:

Assignment of a trademark, copyright, or patent
Assignments to a successor company in the case of the sale of the business
Assignment in a contract with a supplier or customer
Assignment in an employment contract or work for hire agreement

Before you sign a contract, look to see if there is an assignment clause, and get the advice of an attorney if you want to assign something in a contract.

Key Takeaways

Assignment of contract is the ability to transfer rights, property, or obligations to another.
Assignment of contract is a clause often found in business contracts.
A party may assign a contract to another party if the contract permits it and no law forbids it.

Legal Information Institute. " Assignment ." Accessed Jan. 2, 2021.

Legal Information Institute. " Specific Performance ." Accessed Jan. 2, 2021.

U.S. Patent and Trademark Office. " 301 Ownership/Assignability of Patents and Applications [R-10.2019] ." Accessed Jan. 2, 2021.

Licensing International. " What is Licensing ." Accessed Jan. 2, 2021.

assignments basic law

Assignments: The Basic Law

The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.

As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.

The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.

Basic Definitions and Concepts:

An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).

An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.

The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.

Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.

No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.

Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)

The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.

The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)

The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.

More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.

And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.

Novation Compared to Assignment:

Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”

A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.

Equitable Assignments:

An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.

In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.

An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.

Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .

But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.

Enforceability of Assignments:

Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.

In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.

After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.

Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.

Assignment of Contractual Rights:

Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.

If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.

In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).

On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.

The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.

Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.

A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.

Noncompete Clauses and Assignments:

Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.

A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.

Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.

Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.

A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.

Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.

A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.

Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.

It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)

It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.

Conclusion:

In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.

As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.

One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.

Founded in 1939, our law firm combines the ability to represent clients in domestic or international matters with the personal interaction with clients that is traditional to a long established law firm.

Difference between Transfer and Assignment

19 Feb 2022 · 4 mins read

A single word may have more than one meanings. One might wonder how complex language is and how confusing words are. Transfer and assignment are such similar terms interchangeably used yet different in legal sense. The article discusses the meaning, types of assignment and how it is different from that of transfers.

In simple terms, assignment means the sale of IP i.e., the transfer of complete ownership to the assignee including the right to exclude others from infringing it. To constitute an assignment, the terms and conditions of contract under the Indian Contract Act, 1872. The agreement must be signed and written. The specific IP laws determine the features of such assignment in detail. In Copyright law partial assignment is also permitted under section 18, which requires to mention specifically the rights assigned. Also, it is necessary to mention the time period for which the assignment is made. In the absence of such time period, generally 5 years is taken as a limit. Assigner is the owner who assigns it to another person known as assignee.

Assignment is different from that of licensing in a way that the latter only parts with certain rights and the ownership rests with the person who is ready to give away the rights.

The following are some of the common types of assignment:-

Legal Assignment- When the transfer of existing registered IP is transferred, wherein the new owner acquires all rights, it is known as legal assignment.

Equitable Assignment- It occurs when before the registration, the assigner is willing to transfer it to the assignee. Once the registration is done the assignee can acquire all the rights. Although the assignee cannot register himself as the proprietor but can show interest in the IP through a notice.
Mortgage- It is the total or partial transfer of IP in return of a sum of money. Once the money is repaid, the IP is reinstated to its original owner.

On the other hand, transfer means to convey or remove from one person or place to another person. Transfer is of titles whereas the Assignment is for obligations and rights. 1

The term transfer is generally used for properties that can be possessed physically. For example, a car or house or those properties which can be represented by a legal instrument such as share

certificate.

Assign is generally associated with intangible properties such as a debt, or benefits arising from contracts for example rental income under a lease agreement. 2

An assignment is thus different from other type of transfers such as subrogation, novation, sublease etc. Assignment is basically the transfer all rights, interests, titles which the assigner conveys to assignee and the latter stands in the shoes of the assigner. 3

Though the difference between novation and assignment is narrower, one ought to know the difference. “ Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party. ” 4

And for the transfer of the property, the Transfer of Property Act, 1882 applies. It extensively deals with various kinds of transfers. There are certain set rules for transfer of property. For instance, one needs to be of sound mind, not intoxicated, of legal age and must not be disqualified by law. The Act lists kinds of transfer such as lease, mortgage, exchange, gift and sale.

To sum up, though the words transfer and assignment is used interchangeably there is a difference between them. They are governed by different legislations and are used for different purposes. So one needs to be careful and understand all the legal provisions before transferring anything.

1 Difference between Assignment and transfer, UPCOUNSEL, (Nov 09, 2021, 5: 25 pm), https://www.upcounsel.com/difference-between-assignment-and-transfer . 2 Merchants Service Co. v. Small Claims Court, 35 Cal. 2d 109, 113-114 (Cal. 1950).. 3 Knott v. McDonald’s Corp., 985 F. Supp. 1222 (N.D. Cal. 1997). 4 Assignments: the basic law, STIMMEL LAW, (Nov 9, 2022, 5: 48 pm), https://www.stimmel-law.com/en/articles/assignments-basic-law .

Don’t Confuse Change of Control and Assignment Terms

David Tollen
September 11, 2020

An assignment clause governs whether and when a party can transfer the contract to someone else. Often, it covers what happens in a change of control: whether a party can assign the contract to its buyer if it gets merged into a company or completely bought out. But that doesn’t make it a change of control clause. Change of control terms don’t address assignment. They say whether a party can terminate if the other party goes through a merger or other change of control. And they sometimes address other change of control consequences.

Don’t confuse the two. In a contract about software or other IT, you should think through the issues raised by each. (Also, don’t confuse assignment of contracts with assignment of IP .)

Here’s an assignment clause:

Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity or in an acquisition of all or substantially all its assets. No assignment becomes effective unless and until the assignee agrees in writing to be bound by all the assigning party’s obligations in this Agreement. Except to the extent forbidden in this Section __, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

As you can see, that clause says no assignment is allowed, with one exception:

Assignment to Surviving Entity in M&A: Under the clause above, a party can assign the contract to its buyer — the “surviving entity” — if it gets merged into another company or otherwise bought — in other words, if it ceases to exist through an M&A deal (or becomes an irrelevant shell company).

Consider the following additional issues for assignment clauses:

Assignment to Affiliates: Can a party assign the contract to its sister companies, parents, and/or subs — a.k.a. its “Affiliates”?
Assignment to Divested Entities: If a party spins off its key department or other business unit involved in the contract, can it assign the contract to that spun-off company — a.k.a. the “divested entity”? That’s particularly important in technology outsourcing deals and similar contracts. They often leave a customer department highly dependent on the provider’s services. If the customer can’t assign the contract to the divested entity, the spin-off won’t work; the new/divested company won’t be viable.
Assignment to Competitors: If a party does get any assignment rights, can it assign to the other party’s competitors ? (If so, you’ve got to define “Competitor,” since the word alone can refer to almost any company.)
All Assignments or None: The contract should usually say something about assignments. Otherwise, the law might allow all assignments. (Check your jurisdiction.) If so, your contracting partner could assign your agreement to someone totally unacceptable. (Most likely, though, your contracting partner would remain liable.) If none of the assignments suggested above fits, forbid all assignments.

Change of Control

Here’s a change of control clause:

Change of Control. If a party undergoes a Change of Control, the other party may terminate this Agreement on 30 days’ written notice. (“Change of Control” means a transaction or series of transactions by which more than 50% of the outstanding shares of the target company or beneficial ownership thereof are acquired within a 1-year period, other than by a person or entity that owned or had beneficial ownership of more than 50% of such outstanding shares before the close of such transactions(s).)

Contract terminated, due to change of control.

Termination on Change of Control: A party can terminate if controlling ownership of the other party changes hands.

Change of control and assignment terms actually address opposite ownership changes. If an assignment clause addresses change of control, it says what happens if a party goes through an M&A deal and no longer exists (or becomes a shell company). A change of control clause, on the other hand, matters when the party subject to M&A does still exist . That party just has new owners (shareholders, etc.).

Consider the following additional issues for change of control clauses:

Smaller Change of Ownership: The clause above defines “Change of Control” as any 50%-plus ownership shift. Does that set the bar too high? Should a 25% change authorize termination by the other party, or even less? In public companies and some private ones, new bosses can take control by acquiring far less than half the stock.
No Right to Terminate: Should a change of control give any right to terminate, and if so, why? (Keep in mind, all that’s changed is the party’s owners — possibly irrelevant shareholders.)
Divested Entity Rights: What if, again, a party spins off the department or business until involved in the deal? If that party can’t assign the contract to the divested entity, per the above, can it at least “sublicense” its rights to products or service, if it’s the customer? Or can it subcontract its performance obligations to the divested entity, if it’s the provider? Or maybe the contract should require that the other party sign an identical contract with the divested entity, at least for a short term.

Some of this text comes from the 3rd edition of The Tech Contracts Handbook , available to order (and review) from Amazon here , or purchase directly from its publisher, the American Bar Association, here.

Want to do tech contracts better, faster, and with more confidence? Check out our training offerings here: https://www.techcontracts.com/training/ . Tech Contracts Academy has options to fit every need and schedule: Comprehensive Tech Contracts M aster Classes™ (four on-line classes, two hours each), topical webinars (typically about an hour), customized in-house training (for just your team). David Tollen is the founder of Tech Contracts Academy and our primary trainer. An attorney and also the founder of Sycamore Legal, P.C. , a boutique IT, IP, and privacy law firm in the San Francisco Bay Area, he also serves as an expert witness in litigation about software licenses, cloud computing agreements, and other IT contracts.

Thank you to Pixabay.com for great, free stock images!

Tech contracts academy’s youtube channel – another free resource from tech contracts academy.

Check out our latest YouTube video, a short discussion between Tech Contracts Academy’s founder David Tollen and Briefly’s CEO Adam Stofsky on what exactly is

Recording of recent LinkedIn Live with David Tollen now available

Recently, David Tollen spoke on a LinkedIn Live hosted by ScreensAI. You can watch a recording of the conversation by clicking the image below, or

Your limit of liability might not work on your indemnity

The parties to IT contracts generally agree that the limit of liability (LoL) won’t apply to indemnities. After all, if one party takes responsibility for

Third Party Indemnities (in the Michael/Donald contract)

IT indemnities almost always address third party claims. That generates confusion, and contract-drafters often don’t even realize they misunderstand. Most clauses address the relationship between

Wikidiff.com Find the difference between words.

Assign vs Transfer - What's the difference?

In transitive terms the difference between assign and transfer, in transitive legal terms the difference between assign and transfer, derived terms, usage notes, related terms.

Assignment of Contract Rights: Everything You Need to Know

The assignment of contract rights happens when one party assigns the obligations and rights of their part of a legal agreement to a different party. 3 min read updated on February 01, 2023

The assignment of contract rights happens when one party assigns the obligations and rights of their part of a legal agreement to a different party.

What Is an Assignment of Contract?

The party that currently holds rights and obligations in an existing contract is called the assignor and the party that is taking over that position in the contract is called the assignee. When assignment of contract takes place, the assignor usually wants to hand all of their duties over to a new individual or company, but the assignee needs to be fully aware of what they're taking on.

Only tangible things like property and contract rights can be transferred or assigned . Most contracts allow for assignment or transfer of contract rights, but some will include a clause specifying that transfers are not permitted.

If the contract does allow for assignments, the assignor isn't required to have the agreement of the other party in the contract but may transfer their rights whenever they want. Contract assignment does not affect the rights and responsibilities of either party involved in the contract. Just because rights are assigned or transferred doesn't mean that the duties of the contract no longer need to be carried out.

Even after the assignor transfers their rights to another, they still remain liable if any issues arise unless otherwise noted in an agreement with the other party.

The purpose for the assignment of contract rights is to change the contractual relationship, or privity , between two parties by replacing one party with a new party.

How Do Contract Assignments Work?

Contract assignments are handled differently depending on certain aspects of the agreement and other factors. The language of the original contract plays a huge role because some agreements include clauses that don't allow for the assignment of contract rights or that require the consent of the other party before assignment can occur.

For example, if Susan has a contract with a local pharmacy to deliver her prescriptions each month and the pharmacy changes ownership, the new pharmacy can have Susan's contract assigned to them. As long as Susan continues to receive her medicine when she needs it, the contract continues on, but now Susan has an agreement with a new party.

Some contracts specify that the liability of the agreement lies with the original parties, even if assignment of contract takes place. This happens when the assignor guarantees that the assignee will continue to perform the duties required in the contract. That guarantee makes the assignor liable.

Are Assignments Always Enforced?

Assignments of contract rights are usually enforceable, but will not be under these circumstances:

Assignment is prohibited in the contract language, which is called an anti-assignment clause.
Assignment of rights changes the foundational terms of the agreement.
The assignment is illegal in some way.

If assignment of contract takes place, but the contract actually prohibits it, the assignment will automatically be voided.

When a transfer of contract rights will somehow change the basics of the contract, assignment cannot happen. For instance, if risks are increased, value is decreased, or the ability for performance is affected, the assignment will probably not be enforced by the court.

Basic Rights of Contract Assignments

Most contracts allow for assignments, but you'll want to double check a contract before signing if this is something you anticipate happening during the lifespan of your agreement. Contract law does impose strict rules and regulations regarding the assignment of contract rights, so it's important to be sure that any transfers of rights are fully legal before acting on them.

Any business agreements should always outline provisions for contract assignments and be well-drafted to be sure that the agreement is effective and enforceable.

Why Use Contract Assignments?

When an assignor hands over their contracts rights to an assignee, they are signing away their obligation to perform and putting that obligation on a new party. The other party involved in the contract should see no difference in how the agreement plays out. If performance is negatively affected by the assignment of rights, something is wrong.

If a party in a contract can no longer perform their duties, it is better to assign their contractual rights to a party who can carry out the duties rather than breach contract.

If you need help with the assignment of contract rights, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

Assignment of Rights Example
Consent to Assignment
Assignment of Rights and Obligations Under a Contract
Legal Assignment
Assignment Contract Law
Assignment Law
Assignment Of Contracts
Assignment and Novation Agreement: What You Need to Know
Assignability Of Contracts
What Is the Definition of Assigns

Manchester United are doing the same thing in the transfer window with some targets

If you are Dutch or have played for Ajax or Erik ten Hag, then you have a good chance of getting a move to Man United.

06:00, 4 JUL 2024

We have more newsletters

The one-year contract Tom Heaton has agreed takes care of some additional business for Manchester United , who will not require a veteran goalkeeper.

Elite clubs now favour recognisable back-ups 'keepers and unless Altay Bayindir agitates for a change of scenery, United have an established trio.

Identifying a reserve custodian would hardly have been taxing. Bayindir was something of an afterthought and arrived so late last summer that Dean Henderson was a substitute in United's first three fixtures.

If United are building their squad from the back, the goalkeepers are boxed off. In defence, there have to be three out ( Raphael Varane , Aaron Wan-Bissaka and Victor Lindelof) and three in, if United are a credible club in the market.

LUCKHURST: De Ligt would be a signing nine years in the making

READ MORE: Zirkzee fee could rise above release clause

There are sellable assets and must-sells in midfield (Casemiro, Christian Eriksen, Donny van de Beek and Hannibal Mejbri) and attack (Facundo Pellistri, Jadon Sancho and Mason Greenwood). Marcus Rashford has to decide whether he wants to turn the page or close the book on his United career.

Tyrell Malacia and Antony are both practically unsellable. Malacia has not played in over a year and the ludicrous £81.3million up-front fee United paid for Antony prohibits a sale. Going off the accounting practice of amortisation, United would have to sell for £48.78m. Antony scraped three goals last season and is in exile from the Brazil squad.

Malacia and Antony are, crucially, Ten Hag's signings and played in the Eredivisie. Even with a new technical director, an inaugural sporting director and an incoming chief executive, United continue to target Dutchmen.

After Ajax had conquered Real Madrid and Juventus in the Champions League knockout rounds in 2019, a hilarious meme of Paris Hilton clutching a Powerpuff Girl ice cream went viral. Billed as 'Barca going back to Ajax during the summer transfer window', Hilton says: "Actually, can I have five more of these little blonde bitches?"

It could be updated to 'United going back to Ajax academy graduates'. United bid for Frenkie de Jong, bought two players from Ajax and another who had trained with Ajax at the start of that year. Now they want Matthijs de Ligt and Joshua Zirkzee.

Manchester City have signed one player from the Eredivisie during Pep Guardiola's tenure and that was when they exercised a buy-back clause in Angelino's contract at PSV Eindhoven. Angelino was complicit in damaging defeats to Liverpool and United and was jettisoned to RB Leipzig six months later.

Ten Hag's instincts were sound with Lisandro Martinez but not with Wout Weghorst. Andre Onana and Sofyan Amrabat were starters in the FA Cup final but Antony and Mason Mount weren't. There have been more misses than hits.

Matthijs de Ligt ticks four of the boxes

Onana conceded several saveable goals and conceded he struggled mentally in his first seven months at the club. The Cameroonian is a personable figure in the dressing room and popular with staff. Onana ought to be more dependable next season.

Going Dutch is questionable. The Netherlands failed to qualify for Euro 2016 and the 2018 World Cup and were listless at Euro 2020. Louis van Gaal restored confidence with his return in 2021 and Ronald Koeman has emulated his old foe by guiding the Oranje to the quarter-finals of a major tournament.

United encountered a dogmatic Dutchman in Van Gaal though his rebranding of Barcelona in the late Nineties was more Dutchcentric. Barca have signed fewer Dutchmen in the 24 years since Van Gaal departed than they did during his first three-year stint.

Ineos's authority will erode if they grant the manager the autonomy to continue to recruit players familiar to him. And staff, too. United want to add two Dutch coaches to Ten Hag's backroom staff in Ruud van Nistelrooy and Rene Hake.

There is a possible element of compromise there. Installing two coaches who were established managers threatens to dilute the influence of the incumbent United manager. Only they are Ten Hag's compatriots and he worked with Hake at Utrecht.

But the practice of recruiting targets known to Ten Hag has failed in the past two summers and Ineos's card is already marked after judging a manager on one game in a 52-game season. United need to be more considered how they spend after burning through more than a billion in a decade as they attempt to comply with the profitability and sustainability rules.

Clubs have seen them coming a mile off. Everton's minimum £70m valuation of Jarrad Branthwaite is unrealistic but United are the prospective buying club and have form for folding when they have the weaker hand.

They won't have had to play poker with Heaton.

Manchester United Transfer News
Manchester United FC
Most Recent

Democrats are talking about replacing Joe Biden. That wouldn't be so easy.

President Joe Biden's performance in the first debate Thursday has sparked a new round of criticism from Democrats , as well as public and private musing about whether he should remain at the top of the ticket.

In the modern era, a national party has never tried to adversarially replace its nominee, in part, because knows it would most likely fail. The issue came before both parties in 2016, but neither took action.

Party rules make it almost impossible to replace nominees without their consent, let alone smoothly replace them with someone else. And doing so would amount to party insiders’ overturning the results of primaries when Democratic voters overwhelmingly to nominate Biden. He won almost 99% of all delegates.

And at the moment, there’s no known, serious effort to push him off the top of the ticket.

Still, the Democratic National Committee's charter does make some provisions in case the party’s nominee is incapacitated or opts to step aside, and an anti-Biden coup at the convention is theoretically possible, if highly unlikely. So how would it work?

What happens if Biden drops out before the convention?

The only plausible scenario for Democrats to get a new nominee would be for Biden to decide to withdraw, which he has sworn off repeatedly during other bumpy stretches of his campaign.

He could do so while serving out the rest of his term in the White House, as Lyndon Johnson did in 1968.

If Biden were to drop out before he is scheduled to be formally nominated in August, it would create a free-for-all among Democrats, because there’s no mechanism for him or anyone else to anoint a chosen successor.

It takes a majority of the roughly 4,000 pledged delegates to win the party’s nomination. Biden’s won 3,900 of them. Under recent reforms, the party’s more than 700 superdelegates — Democratic lawmakers and dignitaries — are allowed to vote only if no one wins a majority of pledged delegates on the first ballot, so their votes could be crucial in a contested convention.

Because Biden's opponents all won effectively no delegates throughout the Democratic nominating process, there'd be a virtual clean slate heading into the convention, and the decision would most likely come down to the convention delegates who were initially pledged to Biden.

Biden would have some influence over his pledged delegates, but ultimately, they can vote as they please, so candidates would most likely campaign aggressively to win over each individual delegate.

However, there's a potentially important wrinkle: Democrats plan to formally nominate Biden virtually ahead of the late-August convention to sidestep any potential concerns about ballo t access in Ohio, where a technical quirk has complicated things

Democrats decided to plan a virtual nomination for Biden after Ohio Republicans balked at passing pro forma legislation that would allow Biden to be on the ballot, even though the convention falls after a state deadline. But while Republicans passed a law to shift the deadline, Democrats decided to move forward with a virtual nomination nonetheless.

Could Democrats replace Biden against his will?

There’s no evidence the party would entertain a change without Biden’s consent. But even if it did, there’s no mechanism for it to replace a candidate before the convention, and certainly no way for it to anoint a chosen successor.

If large swaths of the Democratic Party lost faith in Biden, delegates to the national convention could theoretically defect en masse. Of course, they were chosen to be delegates because of their loyalty to Biden and have pledged to support him at the convention.

But, unlike many Republican delegates, Democratic delegates aren’t technically bound to their candidate. DNC rules allow delegates to “in all good conscience reflect the sentiments of those who elected them,” providing some wiggle room.

The party’s charter does include provisions to replace the nominee in the event of a vacancy. The measure is intended to be used in case of death, resignation or incapacitation, not to replace someone who has no desire to step down.

That was the measure that Donna Brazile, then the interim DNC chair, considered invoking after Hillary Clinton collapsed two months before the 2016 election, she wrote in her memoir .

In her memoir, released a year later, Brazile wrote that she was worried “not just about Hillary’s health but about her anemic campaign ... so lacking in the spirit of fight.”

“Perhaps changing the candidate was a chance to win this thing, to change the playing field in a way that would send Donald Trump scrambling and unable to catch up,” she wrote, adding that aides to other would-be candidates contacted her, including then-Vice President Biden’s chief of staff.

But after less than 24 hours of consideration, Brazile realized the idea was untenable without Clinton’s cooperation and likely to only divide her party further. “I could not make good on my threat to replace her," she wrote.

Current DNC Chair Jaime Harrison is a longtime Biden ally who serves, essentially, at the pleasure of the president. And the national party has certainly given no indication it’s anything but fully behind his re-election.

What happens if Biden withdraws after the convention?

To fill a vacancy on the national ticket, the chair can call a “special meeting” of the full DNC, which includes about 500 members. On paper, at least, all it takes is a majority vote of those present to pick new presidential and vice presidential nominees. But that process would most likely be anything but smooth and be filled with behind-the-scenes jockeying and public pressure campaigns.

If a vacancy were to occur close to the November election, however, it could raise constitutional, legal and practical concerns. Among other issues, ballots have to be printed well in advance of the election, and it might not be possible to change them in time.

Would Kamala Harris replace Biden?

If Biden were to relinquish the presidency, Vice President Kamala Harris would automatically become president — but not the Democratic Party’s nominee. Nor would she necessarily be the nominee if Biden withdrew from his re-election bid while he remained in the White House.

She might be politically favored, but party rules give the vice president no major mechanical benefit over other candidates.

Biden’s delegates wouldn’t automatically transfer to Harris, and the convention holds separate votes on nominees for president and vice president. So she would still need to win a majority of delegates at the convention.

If the top of the ticket were vacated after the convention, she would still need to win a majority of votes at the special meeting of the DNC.

That is all, at least, under current party rules. But a vacancy at the top of the ticket is the kind of dramatic moment that might lead party leaders to revisit them in the name of easing the transition. Harris has some close allies in key places at the DNC, including a co-chair of the party’s Rules and Bylaws Committee. But nothing would be likely to happen without a fight.

Ben Kamisar is a national political reporter for NBC News.

Alex Seitz-Wald is a senior politics reporter for NBC News.

SI SWIMSUIT
SI SPORTSBOOK

'Not Some Rebuild!' College Football Analyst Makes Bold Claim About Texas A&M Aggies

Matt guzman | 21 hours ago.

Nov 11, 2023; Chapel Hill, North Carolina, USA; Duke Blue Devils head coach Mike Elko with wide receiver Spencer Jones (83) before the game at Kenan Memorial Stadium.

Texas A&M Aggies

As the Texas A&M Aggies prepare for their first season under Mike Elko after ousting Jimbo Fisher from College Station, the expectations for their performance remain unclear.

On one hand, the team could justifiably underperform. They're coming off of a six-year stint with a coach who completely fell short in his final two seasons with the team and now face an arduous road of re-adjusting and finding momentum. On the other hand, they could find a stride and go above and beyond in Year 1 with Elko.

If that does come to fruition, the question then becomes how sustainable that success could be. Elko and the Aggies might get lucky, but go right back to being on the outside looking in afterward. They could also use early success to build a winning product, but that's yet to be seen.

One analyst, however, sees the former being palpable.

“You’re gonna probably laugh at my expectations for Texas A&M, because they are higher than most,” Greg McElroy said. “I look at their roster and I look at the structure, the way Mike Elko was able to organize Duke and create problems for the opposition the last couple of years. I don’t think this is going to be some rebuild.

"I think this is a situation where the second he walks into the door, he walks into a pretty good situation.”

Duke Blue Devils coach Mike Elko looks on before the first half of a game against Pittsburgh at Wallace Wade Stadium.

With Conner Weigman at the helm and a strong receiver core backing him, the Aggies will boast a strong offense next season. On defense, a new coordinator and plenty of returning weapons make for a high ceiling for the Aggies if they do find a sense of unity right away.

That, combined with a wider pool of College Football Playoff teams could mean that Texas A&M gets to compete right away for a chance to prove itself. Them, and Elko.

“You look at their schedule, it’s a whole heckuva lot more manageable than you might assume,” McElroy added. “An incredible season would be 10-2. Flirt with an at-large Playoff spot. I think that’s an incredible year for Texas A&M and I think it can be done."

Competing right away under Elko is still a big "if." But it's not impossible, especially with the resources that the Aggies boast and considering what the coach was able to do at Duke in his short time there. It's just a matter of whether they use them to the best of their ability.

That could make all the difference.

MATT GUZMAN

Matt Guzman is a sports journalist and storyteller from Austin, Texas. He serves as a credentialed reporter and site manager for San Antonio Spurs On SI and a staff writer for multiple collegiate sites in the same network. In the world of professional sports, he is a firm believer that athletes are people, too, and intends to tell stories of players and teams’ true, behind-the-scenes character that otherwise would not be seen through strong narrative writing, hooking ledes and passionate words.

Follow mattgzman

U of L Cardinals
UK Wildcats
IU Hoosiers
Kentucky HS
CJ Sports Awards
Horse Racing
Scores & Stats
Louisville Bats
Louisville City FC
USA TODAY Sports

Kentucky basketball, Mark Pope will put 'aggressive' offense on display — and plenty of 3s

LEXINGTON — A team's style of play is dictated by a variety of factors.

Talent. Injuries. A coaching staff's philosophy. And a multitude of other components that may vary by the day, month or season.

Of these, a staff's core tenets are arguably the easiest — and logical — way to project how a squad will showcase when it hits the hardwood.

When it comes to Kentucky basketball under first-year coach Mark Pope , a look at his past provides a window into his future.

Last season at BYU , Pope's team attempted 32 3-pointers per game (1,087 in 34 games), which ranked second among Division I teams. Only North Florida averaged more (33.2 per outing). BYU made its share of triples during the 2023-24 campaign, too: Its 11.1 makes per game ranked third nationally, behind North Florida (12) and Alabama (11.2).

The Cougars also ranked in the top 10 in the country last season in three other offensive categories, including assists per game (18.5; third), assist-to-turnover ratio (1.73; sixth) and bench points per game (33.5; fifth).

Just how heavily did BYU rely on shots beyond the arc?

The Cougars attempted more 3-pointers (1,087) than 2-pointers (1,068) last season.

Despite its bombs-away approach from the perimeter, BYU did so at a (somewhat) measured pace. Per KenPom, the Cougars' adjusted tempo — the number of possessions a team has per 40 minutes, adjusted based on the opponent — of 69.2 tied for 84th in Division I. (For context: John Calipari 's final team at UK ranked 12th in that category at 73.9 possessions per 40 minutes). BYU didn't operate at warp speed when it had the ball, either. Per KenPom, the Cougars' average possession lasted 16.5 seconds — more than half of the 30-second shot clock; that figure tied for 56th nationally.

BYU regularly used a " five-out offense ," in which every offensive player on the floor begins a possession behind the 3-point line. And as much as the Cougars leaned on the 3, another key aspect of the five-out attack is the space it opens in the lane. If a defender committed too much to guarding the perimeter, the player with the ball found a cutting teammate for an easy basket.

BYU (Mark Pope) | Five-Out Offense Tenets of Pope's offense: 🏀 Keeping the lane open (hence Five-Out) 🏀 And the refusal to "fight the defense" - when overplayed simply cut into the open space near the rim #5outsummer pic.twitter.com/4H5JRHhSnG — Radius Athletics (@RadiusAthletics) April 12, 2024

The first batch of Wildcats who will play for Pope in Lexington perfectly fit into this type of offensive attack.

Koby Brea was the most accurate 3-point shooter in Division I last season at Dayton, connecting on 49.8% (100 for 201) of his attempts. Ansley Almonor accounted for 93 triples in 2023-24, tying Fairleigh Dickinson's single-season school mark. Big man Andrew Carr has made more than 34% of his 3-point attempts during his college career, first at Delaware and then Wake Forest. Kerr Kriisa converted his 3-pointers at a 42.4% rate (61 for 144) last season at West Virginia. Otega Oweh shot 37.7% (20 of 53) from distance at Oklahoma in 2023-24. Jaxson Robinson , Pope's leading scorer at BYU last season at 14.2 points per game, was a steady shooter on 3s, going 81 for 229 (35.4%).

And those are just the transfers.

Among UK's incoming freshmen are a pair of sweet-shooting in-state superstars. Travis Perry , the all-time leading scorer in the history of Kentucky high school basketball , also set a state mark for most 3-pointers made during a career (712), sinking 41.7% (184 of 441) of his triples as a senior at Lyon County. And Trent Noah made more than 100 3-pointers last season, going 102 of 237 (43%) for Harlan County.

While specifics of Kentucky's offense — how fast it operates, how the breakdown will be between shots inside and outside the arc, how many points it averages — won't be on display until the season tips off in November, during his introductory news conference April 14 , Pope provided a brief primer of what to expect.

"We’re going to be aggressive on offense," he said.

Reach Kentucky men’s basketball and football reporter Ryan Black at [email protected] and follow him on X at @RyanABlack.

Supported by

Could Democrats Replace Biden at the Top of the Presidential Ticket?

While it is possible, it would most likely lead to political upheaval in the party unless the president decides to step aside on his own terms.

Share full article

By Adam Nagourney and Jennifer Medina

A once politically far-fetched question — can President Biden be replaced at the top of the Democratic Party presidential ticket — has taken on new urgency after Mr. Biden’s halting debate performance against former President Donald J. Trump.

The short answer is yes — assuming Mr. Biden decides on his own to step aside. But if Mr. Biden decides not to step aside, the short answer is probably no.

Either way, the process would be complicated and would open the door to political upheaval between now and when Democratic delegates gather to vote for a nominee at their convention in August.

Mr. Biden has the power to leave the race and release all the pledged delegates he has accumulated — 3,894 of 3,937 committed so far, according to a tally by The Associated Press — during his march to the nomination. If he were to do so, those delegates would be free to vote for whomever they chose. That would lead to an open convention, a rarity in modern American politics.

The prospect raises many questions.

Could President Biden, should he decide to drop out of the race, compel his delegates to support a candidate of his choosing?

No. He could certainly endorse a successor, and that would count for something. But once the delegates are free, they are free. Loyalty to Mr. Biden, which runs deep, does not automatically extend beyond him. And there could be a floor fight over who would emerge as the nominee, highlighting already festering ideological divides in the party, and potentially weakening a future Democratic candidate heading into the fall campaign.

We are having trouble retrieving the article content.

Please enable JavaScript in your browser settings.

Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.

Thank you for your patience while we verify access.

Already a subscriber? Log in .

Want all of The Times? Subscribe .

Validity of Patent Title Transfers

The validity of a patent title transfer is contingent upon compliance with statutory provisions, thorough documentation, and accurate recording. Any irregularities or defects in the chain of title can render the patent invalid, exposing parties to costly legal disputes and potential loss of patent rights. A thorough examination of the patent's history is essential to determine its validity, and jurisdictional limits play a key function in determining the validity of a patent title transfer. Understanding the intricacies of patent title transfers is imperative for entities seeking to acquire or divest patent rights; a careful evaluation of the transfer process is necessary to secure a smooth and valid transaction.

Table of Contents

Understanding Patent Title Transfers

A patent title transfer occurs when the ownership of a patent is legally transferred from one entity to another, often as a consequence of a sale, merger, or acquisition. This transfer is a vital aspect of patent management, as it affects the patent's validity and enforcement. A thorough understanding of patent title transfers is necessary for entities seeking to acquire or divest patent rights.

When evaluating a patent title transfer, it is imperative to examine the patent history, including its chain of title, to verify that the transfer is valid and uncontested. This involves reviewing the patent's prosecution history, assignment records, and any relevant court proceedings. Effective transfer strategies involve conducting due diligence to identify potential issues, drafting detailed transfer agreements, and making certain that all necessary documents are properly executed and recorded. By adopting a meticulous and informed approach to patent title transfers, entities can mitigate risks and confirm a smooth transfer of patent rights.

Legal Requirements for Validity

In establishing the legal requirements for validity, it is crucial to examine the specific statutory provisions that govern patent title transfers. A written instrument is a fundamental necessity, as it provides a tangible record of the transfer agreement. Additionally, notarization and witnessing are critical components that add an additional layer of authenticity to the transfer process.

Modified words:

furthermore → additionally
essential → crucial

Statutory Provisions Apply

The patent title's validity is contingent upon compliance with statutory provisions, which set forth the legal requirements for a patent to be considered valid. These provisions are rooted in the patent's history, tracing back to the original grant of the patent. A thorough examination of the patent's history is vital to determine its validity, as any irregularities or defects in the chain of title can render the patent invalid. In addition, jurisdictional limits also play a key part in determining the validity of a patent title transfer. The laws and regulations governing patent title transfers vary across jurisdictions, and failure to comply with these limits can lead to the invalidation of the transfer. It is imperative that the transfer complies with the statutory provisions of the relevant jurisdiction. By doing so, parties can confirm that the patent title transfer is valid and enforceable, thereby protecting the intellectual property rights of the patent holder.

Written Instrument Required

Compliance with statutory provisions is further reinforced by the requirement that patent title transfers be embodied in a written instrument, as this formal documentation serves as prima facie evidence of the transfer's validity. This written instrument provides a tangible record of the transfer, guaranteeing that the transaction is transparent and verifiable. The instrument's authenticity is vital, as it serves as proof of the transfer's legitimacy.


Validates transfer legitimacy	Protects against fraud	Invalid transfer
Provides prima facie evidence	Maintains confidentiality	Legal disputes
Facilitates verification	Certifies chain of title	Financial losses
Supports due diligence	Prevents unauthorized access	Reputation damage
Enhances transparency	Maintains audit trail	Regulatory penalties

The written instrument requirement safeguards the integrity of the patent title transfer process, guaranteeing that all parties involved are protected. By prioritizing instrument authenticity and document security, stakeholders can mitigate the risks associated with non-compliance, ultimately preserving the validity of the patent title transfer.

Notarization and Witnessing

Beyond the written instrument requirement, the legal validity of patent title transfers is further contingent upon satisfaction of specific notarization and witnessing requirements. Notarization is a vital aspect, as it validates the authenticity of the signatures affixed to the instrument. Notary authentication is necessary to verify the identities of the parties involved, thereby preventing fraudulent transactions. The notary public must witness the signing of the document and affix their seal to confirm the authenticity of the signatures.

Witness credibility is also a pivotal factor in patent title transfers. Witnesses must be competent and unbiased, with no direct or indirect interest in the transaction. Their function is to attest to the fact that the parties have voluntarily executed the instrument, and that they are aware of the contents and implications of the document. The presence of credible witnesses lends credibility to the transaction, reducing the likelihood of disputes or challenges to the validity of the patent title transfer. By satisfying these notarization and witnessing requirements, parties can guarantee that their patent title transfers are legally binding and enforceable.

Documenting the Transfer Process

When documenting the transfer process, it is vital to verify that all assignments and transfers of patent rights are properly recorded and maintained. This involves creating a thorough and accurate record of ownership, which can be achieved by recording the assignment with the relevant patent office and maintaining a clear chain of title. By doing so, patent holders can establish a clear and unambiguous record of ownership, thereby safeguarding the validity of their patent title.

Recording the Assignment

Every patent assignment must be recorded with the United States Patent and Trademark Office (USPTO) to memorialize the transfer of ownership and provide public notice of the assignment. This process involves submitting a copy of the assignment document, along with the required fee, to the USPTO's Assignment Services Division. The recording process provides a public record of the assignment, enabling interested parties to search and verify the ownership of a patent.

The cost of recording an assignment, known as Assignment Costs, varies depending on the type of assignment and the medium used to submit the document. For instance, electronic submissions through the USPTO's online platform, the Electronic Patent Assignment System (EPAS), are generally more cost-effective than paper submissions. Additionally, the use of digital storage solutions can facilitate the recording process by allowing for efficient and secure storage and retrieval of assignment documents. By recording the assignment, parties can confirm that the transfer of ownership is properly documented and publicly disclosed, thereby maintaining the validity of the patent title.

Maintaining Chain of Title

Maintaining Chain of Title (Documenting the Transfer Process)

Accurate documentation of each transfer in the patent's ownership history is crucial to maintaining a clear chain of title, as it enables the verification of the patent's current ownership and validates the patent title. A well-documented title history helps to prevent ownership disputes by providing a transparent and chronological record of all transactions involving the patent. This includes assignments, licenses, and other agreements that affect the patent's ownership. Failure to maintain a clear chain of title can lead to costly and time-consuming litigation, making it imperative to keep a thorough and up-to-date record of all transactions.

In practice, this means that each transfer should be properly recorded, including the date, parties involved, and terms of the transfer. This information should be stored in a secure and accessible location, such as a patent management database or a secure online repository. By maintaining a clear and accurate chain of title, patent owners can safeguard that their intellectual property rights are protected and that any potential disputes can be quickly and easily resolved.

Recording the Patent Assignment

Recording a patent assignment with the USPTO is a vital step in verifying that the assignment is legally binding and publicly noticed. This process involves submitting the assignment document, along with the required Assignment Fees, to the USPTO's Assignment Services Division. The USPTO will then review the document to confirm it meets the necessary requirements, and upon approval, will record the assignment in their digital storage system. This recording provides public notice of the assignment, allowing third parties to verify the ownership of the patent. The digital storage system guarantees that the assignment is securely stored and easily accessible for future reference. It is important to note that the USPTO requires that the assignment document be submitted in a specific format, and any defects or inaccuracies can lead to delays or even rejection of the recording. Hence, it is vital to carefully prepare and review the assignment document before submission to facilitate a smooth recording process.

Notarization and Witness Signatures

In the context of patent assignments, the authenticity of signatures is vital, and notarization or witness signatures serve as indispensable safeguards to verify the identities of the signatories. These measures ensure that the parties involved in the assignment are who they claim to be, thereby preventing fraudulent transactions. Notarization, in particular, involves the certification of signatures by a notary public, who verifies the identity of the signatories through established protocols.

The Notary guidelines dictate that the notary public must witness the signing of the assignment document, verify the identity of the signatories through government-issued identification, and affix their official seal to the document. The Signature protocol requires that the signatories sign the document in the presence of the notary public, and that their signatures are consistent with their identification documents. By adhering to these guidelines and protocols, the risk of fraudulent patent assignments is significantly reduced, and the validity of the assignment is ensured. Ultimately, notarization and witness signatures provide an additional layer of security and authenticity to the patent assignment process.

Patent Office Notification Procedures

Upon execution of a patent assignment, the assignor or assignee must notify the relevant Patent Office of the change in ownership through formal notification procedures. This is a critical step in maintaining the validity of the patent title transfer by verifying that the Patent Office's records are updated accurately.

The notification process typically involves submitting a formal request to the Patent Office, which includes providing detailed information about the assignment, such as the names and addresses of the assignor and assignee, the patent number, and the effective date of the assignment. The Patent Office will then review and process the request, updating their records accordingly.

To facilitate a smooth notification process, the following steps should be taken:

Timely submission : The notification request should be submitted promptly after the execution of the assignment agreement.
Accurate information : Verify that all information provided is accurate and complete to avoid any errors or delays.
Proper documentation : Attach all required documents, such as the assignment agreement, to the notification request.
Examiner communications : Be prepared to respond to any Office Communications or queries from the Examiner regarding the notification request.

Overcoming Common Transfer Errors

Identifying and addressing common errors that occur during patent title transfers is vital to maintaining the validity and integrity of the patent. Failure to do so can lead to Transfer Risk, culminating in invalidation of the patent or disputes over ownership. One of the primary causes of transfer errors is inadequate Due Diligence. This can include incomplete or inaccurate documentation, failure to verify the identity of the assignor, and neglecting to obtain necessary signatures. Additionally, errors in the preparation and execution of assignment documents, such as incorrect patent numbers or incomplete legal descriptions, can also lead to Transfer Risk. Moreover, failure to comply with applicable laws and regulations, including those related to recording and notification, can also compromise the validity of the transfer. To overcome these common errors, it is imperative to conduct thorough Due Diligence, verify accurate and complete documentation, and engage experienced professionals to facilitate the transfer process. By doing so, patent holders can minimize Transfer Risk and safeguard the integrity of their patent titles.

Every patent transfer transaction must be meticulously documented and recorded to establish a clear chain of title, thereby guaranteeing the patent's validity and facilitating future transactions. A well-maintained chain of title is essential for ensuring the patent's ownership and title history are accurate and up-to-date. This is crucial for maintaining chain integrity, which is critical for patent validity.

To ensure a clear and unbroken chain of title, the following steps should be taken:

Accurate Recordation : All patent transfer transactions should be accurately recorded with the relevant patent office to reflect the current ownership and title history.
Diligent Document Management : All documentation related to patent transfers should be carefully managed and stored to prevent loss or destruction.
Regular Title History Review : Regular reviews of the patent's title history should be conducted to ensure accuracy and identify any potential issues.
Chain of Title Verification : The chain of title should be verified before any patent transfer transaction to ensure that the seller has the right to transfer the patent.

Consequences of Invalid Transfers

If a patent transfer is deemed invalid, the consequences can be severe, potentially leading to costly legal disputes, loss of patent rights, and damage to a company's reputation. The invalidation of a patent transfer can trigger a chain reaction of legal issues, including litigation risks and financial impacts. In such cases, the patent owner may face legal challenges from third parties claiming rights to the patent, leading to protracted and costly litigation. Additionally, the invalidation of a patent transfer can also lead to the loss of patent rights, rendering the patent worthless and leaving the company without legal recourse to protect its intellectual property. In addition, the reputational damage can be significant, as investors, partners, and customers may question the company's ability to manage its intellectual property assets effectively. To mitigate these risks, it is crucial for companies to properly execute, record, and maintain patent transfers to avoid any potential disputes or challenges.

Frequently Asked Questions

Can patent title transfers be made for pending patent applications?.

For pending patent applications, title transfers can be made through assignment strategies, such as provisional assignments or conditional assignments, which carry significant ownership implications, including rights to file and prosecute the application.

Do Patent Title Transfers Affect Patent Infringement Lawsuits?

In patent infringement lawsuits, the timing of title transfers can substantially impact litigation strategy, as the new patent owner may assume infringement liability, potentially altering the lawsuit's trajectory and outcome.

Can a Patent Be Transferred to a Non-Us Entity?

A patent can be transferred to a non-US entity, but foreign ownership may raise concerns regarding national security and technology transfer, while also introducing complex tax implications, such as withholding tax and reporting requirements.

Are Patent Title Transfers Publicly Disclosed by the Patent Office?

The patent office maintains public records of patent title transfers, which are typically disclosed through patent assignment records, available through online databases, such as the United States Patent and Trademark Office's (USPTO) Patent Assignment Search database.

Can a Patent Title Transfer Be Revoked or Cancelled?

A patent title transfer can be revoked or cancelled in cases of fraudulent conveyance, where the transfer was made with intent to defraud or deceive, or if legal challenges arise, rendering the transfer invalid.

IMAGES

Transfer Assignment.docx
Transfer Assignment part 1.docx
Departmental Transfer Assignment Form
HRMS Creating Positions/Adding Assignments/Transfers
Transfer of Assignment
Transfer & Assignment Agreements

VIDEO

Same Assignment Different Roles #timothyolubunmi #gospelcontent #exousia_tv #reels
How Footballers FORCE Transfers 😡
SERVICENOW Assignment Data Lookup Rules and Transfer maps @firstreview-xx5ms
IPAS SALARY BILL PROCESSES CO6 and PASSING including AUDIT Movie
Same Story, Different Cultures [YES Program) Assignment No. 8
How To Money Transfer Jazzcash To EasyPaisa

COMMENTS

Difference Between Assignment and Transfer
The difference between assignment and transfer is that assign means it's legal to transfer property or a legal right from one person to another, while transfer means it's legal to arrange for something to be controlled by or officially belong to another person. When used as verbs, assign means to set apart or designate something for a purpose ...
Distinction Between Assignment And Other Transfers
An assignment is the transfer of a property right, title, or interest under an agreement to some particular person. [i] However, in In re Ashford, 73 B.R. 37, 39 (Bankr. N.D. Tex. 1987) every transfer of interest is not an assignment. It depends on the intention of the assignor. [ii] Therefore an assignment is different from other types of ...
What is The Difference Between Assignment and Transfer
A TRANSFER is the transfer of title (legal ownership) to the property. An Assignor can only assign the rights and responsibilities of the real estate contract, but cannot convey or transfer title of the property as they do not hold ownership of it prior to closing. The transfer would be completed on closing and would pass from the Seller to the ...
What's the difference between a mortgage assignment and an ...
An "assignment" is the document that is the legal record of this transfer from one mortgagee to another. In a typical transaction, when the mortgagee sells the debt to another bank, an assignment is recorded, and the promissory note is endorsed (signed over) to the new bank.
Transfer and Assignment: Everything You Need to Know
Although every assignment is a transfer of interest, not every transfer of interest can be called an assignment. It really depends on the intention of the copyright owner (i.e. the assignor). This means that a copyright assignment is dissimilar to other kinds of transfers such as a subrogation, a novation, or a sublease. Subrogation
Assignment (law)
Assignment (law) Assignment [a] is a legal term used in the context of the laws of contract and of property. In both instances, assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee. [1] An assignment may not transfer a duty, burden or detriment without the express agreement of the assignee.
Transfer And Assignment Agreement: Definition & Sample
A transfer and assignment agreement is a legal document that outlines the terms and conditions of the transfer of an employee from one company to another. It also includes the assignment of all rights and obligations, including any IP or confidential information. This document can be used to protect both the employee and the employer in case of ...
Understanding an assignment and assumption agreement
The assignment and assumption agreement. An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting ...
Assignment Agreement: What You Need to Know
Assignment Agreement. An assignment agreement is a contract that authorizes a person to transfer their rights, obligations, or interests in a contract or property to another person. It serves as a means for the assignor to delegate duties and advantages to a third party while the assignee assumes those privileges and obligations.
What Is an Assignment of Contract?
Assignment of contract is the ability to transfer rights, property, or obligations to another. Assignment of contract is a clause often found in business contracts. A party may assign a contract to another party if the contract permits it and no law forbids it.
Assignments: The Basic Law
Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court, 35 Cal. 2d 109, 113-114 (Cal. 1950). An assignment will generally be permitted under the law unless there is an express prohibition against assignment ...
Assignment vs Novation: Everything You Need to Know
Assignment. The transfer of a benefit or interest from one party to another is referred to as an assignment. While the benefits can be transferred, the obligation or burden behind the contract cannot be. A contract assignment occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have ...
Difference between Transfer and Assignment
Transfer is of titles whereas the Assignment is for obligations and rights. 1. The term transfer is generally used for properties that can be possessed physically. For example, a car or house or those properties which can be represented by a legal instrument such as share. certificate.
Don't Confuse Change of Control and Assignment Terms
The terms above do one thing. Termination on Change of Control: A party can terminate if controlling ownership of the other party changes hands. Change of control and assignment terms actually address opposite ownership changes. If an assignment clause addresses change of control, it says what happens if a party goes through an M&A deal and no longer exists (or becomes a shell company).
Assign vs Transfer
Verb. ( transferr ) To move or pass from one place, person or thing to another. to transfer''' the laws of one country to another; to '''transfer suspicion. To convey the impression of (something) from one surface to another. to transfer drawings or engravings to a lithographic stone. To be or become transferred.
Process Overview for Patent Assignments
The assignment agreement must clearly outline the terms of the transfer, including the identities of the assignor and assignee, the patent details, and the effective date of the transfer. The following discussion will elaborate on the key elements of preparing patent assignment documents, including necessary document requirements, patent ...
The Turnitin assignment link has been deleted from a course. Is it
Create a new assignment in the same course with the exact same settings as the original assignment. ... When using an LTI integration, although we can transfer the assignment papers to a new assignment, any grades applied will not transfer to your LMS grade area. This is because it is not technically possible to transfer grades when integrating ...
Patent Assignment Process Overview
A patent assignment process involves the transfer of patent rights from one party to another through a legally binding contract. This process necessitates a thorough understanding of the agreement terms, document preparation, filing, and recording procedures to facilitate a smooth and efficient exchange of patent rights.
Ensuring Patent Title Transfer Validity
A patent assignment agreement is a legally binding contract that transfers ownership of a patent or patent application from one entity to another, outlining the terms and conditions of the transfer. This agreement is a vital component of a thorough patent strategy, as it safeguards that the intellectual property rights are transferred correctly ...
Assignment of Contract Rights: Everything You Need to Know
Assignment of rights changes the foundational terms of the agreement. The assignment is illegal in some way. If assignment of contract takes place, but the contract actually prohibits it, the assignment will automatically be voided. When a transfer of contract rights will somehow change the basics of the contract, assignment cannot happen.
Manchester United are doing the same thing in the transfer window
Van Nistelrooy is adored by United fans. There is a possible element of compromise there. Installing two coaches who were established managers threatens to dilute the influence of the incumbent ...
Patent Transfer Process Explained
Recordation of assignment documents: The assignment agreement or other documents effecting the transfer of patent rights must be recorded with the relevant patent office. Update of patent office databases : The patent office's databases must be revised to reflect the change in patent ownership, guaranteeing that the correct owner is listed.
Democrats are talking about replacing Joe Biden. That wouldn't be so easy
Biden's delegates wouldn't automatically transfer to Harris, and the convention holds separate votes on nominees for president and vice president. So she would still need to win a majority of ...
'Not Some Rebuild!' College Football Analyst Makes Bold Claim About
Mike Elko was able to make a clear difference with the Duke Blue Devils, and according to a college football analyst, he could be primed to do the same with the Texas A&M Aggies right away.
Kentucky basketball offensive philosophy under Mark Pope in 2024-25
BYU basketball shot more 3s than almost any team in the nation last season. Expect much of the same from Kentucky and new coach Mark Pope in 2024-25.
Patent Assignment Agreement Drafting Tips
In a patent assignment agreement, accurately identifying the assignor and assignee is key to effect a valid transfer of patent rights. The assignor's identity is fundamental, as it affects the legitimacy of the assignment, while the assignee's legal capacity is imperative to confirm their ability to receive and exercise the assigned patent rights.
Could Democrats Replace Biden at the Top of the Presidential Ticket?
A once politically far-fetched question — can President Biden be replaced at the top of the Democratic Party presidential ticket — has taken on new urgency after Mr. Biden's halting debate ...
Overview of Patent Transfer Processes
Patent assignment involves the transfer of intellectual ownership of a patent from one entity to another. This transfer can profoundly impact a company's patent strategy, as it can alter the scope of its intellectual property portfolio. A well-structured patent assignment agreement guarantees that the assignee acquires all rights, title, and ...
Validity of Patent Title Transfers
Every patent assignment must be recorded with the United States Patent and Trademark Office (USPTO) to memorialize the transfer of ownership and provide public notice of the assignment. This process involves submitting a copy of the assignment document, along with the required fee, to the USPTO's Assignment Services Division.

What is The Difference Between Assignment and Transfer

Benefits Of An Assignment

Leave a Reply Cancel reply

Understanding an assignment and assumption agreement

The assignment and assumption agreement

Assignment Agreement

Key Functions of an Assignment Agreement

Best Practices for Crafting an Assignment Agreement

Key Terms for Assignment Agreements

Final Thoughts on Assignment Agreements

Meet some of our Assignment Agreement Lawyers

Wilberforce A.

Find the best lawyer for your project

How It Works

Business lawyers by top cities

Assignment Agreement lawyers by city

Want to speak to someone?

Find lawyers and attorneys by city

What Is an Assignment of Contract?

What Is Assignment of Contract?

How Does Assignment of Contract Work?

What Does Assignment of Contract Cover?

Assigning Intellectual Property

Alternatives to Assignment of Contract

Do I Need an Assignment of Contract?

Key Takeaways

Assignments: The Basic Law

Difference between Transfer and Assignment

Don’t Confuse Change of Control and Assignment Terms

Change of Control

Related Posts

Recording of recent LinkedIn Live with David Tollen now available

Your limit of liability might not work on your indemnity

Third Party Indemnities (in the Michael/Donald contract)

Assign vs Transfer - What's the difference?

Assignment of Contract Rights: Everything You Need to Know

What Is an Assignment of Contract?

How Do Contract Assignments Work?

Are Assignments Always Enforced?

Basic Rights of Contract Assignments

Why Use Contract Assignments?

Manchester United are doing the same thing in the transfer window with some targets

Democrats are talking about replacing Joe Biden. That wouldn't be so easy.

What happens if Biden drops out before the convention?

Could Democrats replace Biden against his will?

What happens if Biden withdraws after the convention?

Would Kamala Harris replace Biden?

'Not Some Rebuild!' College Football Analyst Makes Bold Claim About Texas A&M Aggies

Kentucky basketball, Mark Pope will put 'aggressive' offense on display — and plenty of 3s

Could Democrats Replace Biden at the Top of the Presidential Ticket?

Could President Biden, should he decide to drop out of the race, compel his delegates to support a candidate of his choosing?

Validity of Patent Title Transfers

Legal Requirements for Validity

Statutory Provisions Apply

Written Instrument Required

Notarization and Witnessing

Documenting the Transfer Process

Recording the Assignment

Maintaining Chain of Title

Recording the Patent Assignment

Notarization and Witness Signatures

Patent Office Notification Procedures

Overcoming Common Transfer Errors

Consequences of Invalid Transfers

Frequently Asked Questions

Do Patent Title Transfers Affect Patent Infringement Lawsuits?

Can a Patent Be Transferred to a Non-Us Entity?

Are Patent Title Transfers Publicly Disclosed by the Patent Office?

Can a Patent Title Transfer Be Revoked or Cancelled?

IMAGES

VIDEO

COMMENTS