Deed of Assignment (for Intellectual Property)

a formal legal document used to transfer all rights

In the realm of intellectual property, a Deed of Assignment is a formal legal document used to transfer all rights, title, and interest in intellectual property from the assignor (original owner) to the assignee (new owner). This is crucial for the correct transfer of patents, copyrights, trademarks, and other IP rights. The deed typically requires specific legal formalities, sometimes notarization, to ensure it is legally enforceable.

To be legally effective a deed of assignment must contain:

  • Title of the Document : It should clearly be labeled as a "Deed of Assignment" to identify the nature of the document.
  • Date : The date on which the deed is executed should be clearly mentioned.
  • Parties Involved : Full names and addresses of both the assignor (the party transferring the rights) and the assignee (the party receiving the rights). This identifies the parties to the agreement.
  • Recitals : This section provides the background of the transaction. It typically includes details about the ownership of the assignor and the intention behind the assignment.
  • Definition and Interpretation : Any terms used within the deed that have specific meanings should be clearly defined in this section.
  • Description of the Property or Rights : A detailed description of the property or rights being assigned. For intellectual property, this would include details like patent numbers, trademark registrations , or descriptions of the copyrighted material.
  • Terms of Assignment : This should include the extent of the rights being transferred, any conditions or limitations on the assignment, and any obligations the assignor or assignee must fulfill as part of the agreement.
  • Warranties and Representations : The assignor typically makes certain warranties regarding their ownership of the property and the absence of encumbrances or third-party claims against it.
  • Governing Law : The deed should specify which jurisdiction's laws govern the interpretation and enforcement of the agreement.
  • Execution and Witnesses : The deed must be signed by both parties, and depending on jurisdictional requirements, it may also need to be witnessed and possibly notarized.
  • Schedules or Annexures : If there are detailed lists or descriptions (like a list of patent numbers or property descriptions), these are often attached as schedules to the main body of the deed.

Letter of Assignment (for Trademarks and Patents)

Letter of Assignment

This is a less formal document compared to the Deed of Assignment and is often used to record the assignment of rights or licensing of intellectual property on a temporary or limited basis. While it can outline the terms of the assignment, it may not be sufficient for the full transfer of legal title of IP rights. It's more commonly used in situations like assigning the rights to use a copyrighted work or a trademark license.

For example, company X allows company Y to use their trademark for specific products in a specific country for a specific period.  

At the same time, company X can use a Letter of Assignment to transfer a trademark to someone. In this case, it will be similar to the Deed of Assignment. 

Intellectual Property Sales Agreement

Intellectual Property Sales Agreement

An IP Sales Agreement is a detailed contract that stipulates the terms and conditions of the sale of intellectual property. It covers aspects such as the specific rights being sold, payment terms, warranties regarding the ownership and validity of the IP, and any limitations or conditions on the use of the IP. This document is essential in transactions involving the sale of IP assets.

However, clients usually prefer to keep this document confidential and prepare special deeds of assignment or letter of assignment for different countries.

IP Transfer Declaration

IP Transfer Declaration

In the context of intellectual property, a Declaration is often used to assert ownership or the originality of an IP asset. For example, inventors may use declarations in patent applications to declare their invention is original, or authors may use it to assert copyright ownership. It's a formal statement, sometimes required by IP offices or courts.

When assigning a trademark, the Declaration can be a valid document to function as a proof of the transfer. For example, a director of company X declares that the company had sold its Intellectual Property to company Y. 

Merger Document

Merger Document

When companies or entities with significant IP assets merge, an IP Merger Document is used. This document outlines how the intellectual property owned by the merging entities will be combined or managed. It includes details about the transfer, integration, or handling of patents, copyrights, trademarks, and any other intellectual property affected by the merger.

In all these cases, the precise drafting of documents is critical to ensure that IP rights are adequately protected and transferred. Legal advice is often necessary to navigate the complexities of intellectual property laws.

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deed of assignment of management rights

Management Rights Transfer FAQs

If you are involved in a strata community with an on-site manager or caretaker, there may come a time when the agreements in place commonly known as management rights, change hands.

If this happens, you will no doubt have lots of questions about what the rights and obligations of each party has including time frames.

In this article we cover some of the frequently asked questions we receive and provide the answers to assist your strata community in dealing with this inevitable transaction.

There are multiple stages of a management rights sale transaction which are usually referred to as a deed of assignment or transfer. The starting point for a body corporate is when notice is received seeking approval of the transfer. An early indicator of the transaction being considered in the future is when a request to extend the agreement term is submitted for approval at a general meeting, but this could also be for different reasons such as financier requirements. Below we cover some of the FAQ’s we receive when committees are facing this issue for the first time.

What constitutes notice seeking transfer approval?

The agreement to be transferred will state how notice is served however in practice, this is simply by submitting a letter to the Body Corporate. The letter in most cases will be submitted by the current caretaker’s solicitor on their behalf to the Body Corporate Manager who is usually the registered address for service of notices to the Body Corporate. This notice should be accompanied by the relevant information. If not, the information required to make a decision should be requested and when received, the decision making time period can commence.

How much time do we have to make a decision?

Section 143 (4) of the Standard Regulation Module (same for Accommodation) states:

“The body corporate must decide whether to approve a proposed transfer within 30 days after it receives the information reasonably necessary to decide the application for approval.”

There is no reference to business days or otherwise so 30 days should be taken as 30 calendar days. If the notice is received just prior to the end of year holiday period, it could be considered reasonable to seek an extension of this time frame.

What information is reasonably necessary to consider transfer approval?

Section 143 (3) of the Standard Regulation Module (same for Accommodation) states:

“In deciding whether to approve a proposed transfer, the body corporate may have regard to—

(a) the character of the proposed transferee and related persons of the proposed transferee; and

(b) the financial standing of the proposed transferee; and

(c) the proposed terms of the transfer; and

(d) the competence, qualifications and experience of the proposed transferee and any related persons of the proposed transferee, and the extent to which the transferee and any related persons have received or are likely to receive training; and

(e) other matters stated in the engagement or authorisation.”

To assist with determining if the information is reasonable, a standard questionnaire has been developed by a Strata Industry Umbrella Group which consists of Strata Community Australia (Queensland) – SCA(Q) , Owners Corporation Network (Queensland) – OCN(Q) and the Australian Resident Accommodation Managers Association – ARAMA .

  • Download the Assignment of Management Rights Interview Questions .

Is the information provided to the body corporate kept confidential?

No. The body corporate must keep all documents provided to it on the body corporate record. Interested persons have the right to inspect the body corporate records, with the exception of the material being defamatory or subject to legal professional privilege.

Once notice and relevant information is received, who approves the transfer?

Section 143 (2) of the Standard Regulation Module (same for Accommodation) states:

“To avoid any doubt, it is declared that the approval may be given by resolution of the committee, unless the decision on the approval is a decision on a restricted issue for the committee, or by ordinary resolution of the body corporate .”

In majority of schemes, this matter will not be a restricted issue so the committee may make a decision however, if time permits, the committee decision could be to seek approval by ordinary resolution at a general meeting.

Is there any legal costs of transfer fee payable by the caretaker?

The caretaker selling the management rights business in most cases is required to  pay the body corporate’s reasonable legal and administration costs related to processing of the transfer request.

Division 2 Payment of amount on transfer of the Standard Regulation Module (same for Accommodation) includes all of the specific provisions including definitions of initial contract date. In summary though, If the agreement is to transfer within 1 year of the original contract date, 3% of the fair market value for the sale transfer payable to the Body Corporate sinking fund. More than 1 year but less than 2 years from the original contract date, 2%.

There are also terms within this section for claims that the transfer fee is not payable due to power of sale and hardship provisions.

Does the transfer have to be approved?

Section 143 (6) of the Standard Regulation Module (same for Accommodation) states:

“The body corporate must not—

  • unreasonably withhold approval of the transfer;
  • Require or receive a fee for approving the transfer”

Provided that the incoming caretaker has satisfied Section 143 (3) criteria it would be reasonable to approve the transfer. If there are any doubts about the criteria being satisfied and to determine if it is reasonable to withhold consent, we strongly recommend legal advice is sought from a specialist strata lawyer so that a legal position can be established if required.

Should the body corporate get legal advice?

Yes. The body corporate will be asked to sign legal documents prepared by a lawyer for the benefit of their client (the caretaker). A body corporate manager can offer guidance on the process, but is not a lawyer and will therefore decline to provide advice on legal documents submitted.

We hope that the answers we have provided for these recurring questions we receive, assist you and your committee through this process if it ever occurs. And as always, we suggest Committees seek advice from the professionals when qualified information is needed to make informed decisions on behalf of the owners you represent.

Download the Assignment of Management Rights Interview Questions

This article was co-contributed   by   Grant Mifsud & Vivienne Hooper , Senior Strata Community Managers – Archers the Strata Professionals

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Understanding Deed of Assignment: Definition, Uses, and Legal Implications Explained

A deed of assignment is a legal document that transfers the ownership of a tangible or intangible asset from one party (assignor) to another (assignee). It is used to formalize the transfer of rights, interests, or benefits associated with the asset specified in the deed. This document is commonly used in various legal and financial transactions to ensure clarity and enforceability of the transfer.

Table of Contents

Key characteristics of deed of assignment.

  • Legal Form : It is a formal written document recognized under legal jurisdictions.
  • Transfer of Rights : Involves transferring ownership or interests in a specific asset.
  • Specificity : Clearly defines the asset being transferred and the terms of transfer.
  • Enforceability : Once executed, it becomes legally binding on both parties.

How Deed of Assignment Works

Examples and usage, 1. transfer of debt example.

  • Definition : A debtor assigns their debt obligation to a new creditor.
  • Process : A deed of assignment is used to transfer the rights to receive payment from the debtor to the new creditor.

2. Intellectual Property Transfer

  • Definition : An author assigns their copyright in a book to a publishing company.
  • Procedure : A deed of assignment outlines the transfer of intellectual property rights from the author to the publisher.

Advantages of Deed of Assignment

  • Legal Clarity : Provides a clear record of the transfer of rights or interests.
  • Enforceability : Ensures that the assignee can legally enforce their rights against the assignor.
  • Asset Protection : Helps protect the rights of the assignee against claims by third parties.

Challenges of Deed of Assignment

Considerations.

  • Legal Requirements : Must adhere to specific legal formalities to be enforceable.
  • Risk of Breach : Potential for disputes over the validity or terms of the assignment.

Importance of Deed of Assignment

Practical applications, legal transfers.

  • Debt Assignments : Transferring debt obligations from one creditor to another.
  • Property Transfers : Assigning ownership rights in real estate or intellectual property.

Real-world Implications

Legal and financial security.

  • Contractual Agreements : Facilitates smooth transfers of rights and responsibilities.
  • Risk Management : Helps mitigate risks associated with ownership disputes or claims.

Example Scenario

Application in debt assignment, scenario: debt transfer deed of assignment.

  • Context : A company assigns its accounts receivable to a factoring company.
  • Procedure : Signing a deed of assignment outlining the transfer of rights to receive payment from debtors to the factoring company.

A deed of assignment is a crucial legal instrument used to transfer ownership or rights from one party to another. Whether for debts, intellectual property, or other assets, it ensures clarity and enforceability in legal transactions. By documenting the specifics of the transfer and adhering to legal requirements, parties can safeguard their interests and ensure that the transfer is legally binding. Understanding the purpose and implications of a deed of assignment is essential for navigating legal transfers of rights and assets effectively. It provides a structured approach to asset transfers, protecting the rights of both assignors and assignees under legal frameworks. Overall, deeds of assignment play a significant role in facilitating smooth and legally secure transfers of various types of assets and rights between parties.

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Deed of Assignment and the Notice of Assignment -What is the Difference?

deed of assignment of management rights

In this article, Richard Gray barrister takes a brief look at the differences between a Deed of Assignment and a Notice of Assignment and the effect of the assignment on the contracting party

At the end of 2020, Elysium Law were instructed to act for a significant number of clients in relation to claims made by a company known as Felicitas Solutions Ltd (an Isle of Man Company) for recovery of loans which had been assigned out of various trust companies following loan planning entered into by various employees/contractors.

Following our detailed response, as to which please see the article on our website written by my colleague Ruby Keeler-Williams , the threatened litigation by way of debt claims seem to disappear. It is important to note that the original loans had been assigned by various Trustees to Felicitas, by reason of which, Felicitas stood in the shoes of the original creditor, which allowed the threatened action to be pursued.

After a period of inertia, Our Clients, as well as others, have been served with demand letters by a new assignee known as West 28 th Street Ltd . Accompanying the demand letters is a Notice of Assignment, by reason of which the Assignee has informed the alleged debtor of the Assignees right to enforce the debt.

Following two conferences we held last week and a number of phone call enquiries which we have received, we have been asked to comment upon the purport and effect of the Notice of Assignment, which the alleged debtors have received. Questions such as what does this mean (relating to the content) but more importantly is the ‘Notice’ valid?

Here I want to look briefly at the differences between the two documents.

There is no need for payment to make the assignment valid and therefore it is normally created by Deed.

 The creation of a legal assignment is governed by Section 136 of the Law of Property Act 1925:

136 Legal assignments of things in action.

(1)Any absolute assignment by writing under the hand of the assignor (not purporting to be by way of charge only) of any debt or other legal thing in action, of which express notice in writing has been given to the debtor, trustee or other person from whom the assignor would have been entitled to claim such debt or thing in action, is effectual in law (subject to equities having priority over the right of the assignee) to pass and transfer from the date of such notice—

(a) the legal right to such debt or thing in action;

(b) all legal and other remedies for the same; and

(c) the power to give a good discharge for the same without the concurrence of the assignor:

Some of the basic requirements for a legal assignment are;

  • The assignment must not be subject to conditions.
  • The rights to be assigned must not relate to only part of a debt, or other legal chose in action.
  • The assignment must be in writing and signed by the assignor.
  • The other party or parties to the agreement must be given notice of the assignment.

Notice of assignment

To create a legal assignment, section 136 requires that express notice in writing of the assignment must be given to the other contracting party (the debtor).

Notice must be in writing

Section 136 of the LPA 1925 requires “express notice in writing” to be given to the other original contracting party (or parties).

 Must the notice take any particular form?

The short answer is no. Other than the requirement that it is in writing, there is no prescribed form for the notice of assignment or its contents. However, common sense suggests that the notice must clearly identify the agreement concerned.

Can we  challenge the Notice?

No. You can challenge the validity of the assignment assignment by ‘attacking the Deed, which must conform with Section 136. In this specific case, the Notice sent by West 28 th Street in itself is valid. Clearly, any claims made must be effected by a compliant Deed and it is that which will require detailed consideration before any right to claim under the alleged debt is considered.

Can I demand sight of the assignment agreement

On receiving a notice of assignment, you may seek to satisfy yourself that the assignment has in fact taken place. The Court of Appeal has confirmed that this is a valid concern, but that does not give an automatic right to require sight of the assignment agreement.

In Van Lynn Developments Limited v Pelias Construction Co [1969]1QB 607  Lord  Denning said:

“After receiving the notice, the debtor will be entitled, of course, to require a sight of the assignment so as to be satisfied that it is valid…”

The Court of Appeal subsequently confirmed this  stating the contracting party is entitled to satisfy itself that a valid absolute assignment has taken place, so that it can be confident the assignee can give it a good discharge of its obligations

The important document is the Deed of Assignment, which sets out the rights assigned by the Assignor. The Notice of Assignment is simply a communication that there has been an assignment. The deed is governed by Section 136 of the LP 1925. It should be possible to obtain a copy of the Deed prior to any action taken in respect of it.

For more information on the claims by West 28 th Street or if advice is needed on the drafting of a Deed, then please call us on 0151-328-1968 or visit www.elysium-law.com .

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Drafting a Deed of Assignment

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Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom. Also note: This is not legal advice.

Introduction

A Deed of Assignment is a vital legal document used to transfer rights, interests or assets between parties. It is regularly used in business transactions, and often regarding real estate or intellectual property. A well-crafted deed of assignment can protect both sides from potential legal disputes, ensuring that everyone involved understands their obligations and responsibilities.

The Genie AI team has seen many instances where having a valid deed of assignment can make all the difference - without it businesses could be exposed to considerable risk. That’s why we offer free templates and step-by-step guides to help those wishing to draft their own deed.

When creating a Deed of Assignment it is important to take the specific circumstances into account - any changes or additions should be accurately documented and agreed by all involved parties beforehand. Furthermore, it is essential that the terms are clearly written out in an unambiguous way so every party knows exactly what they have signed up for. Beyond protecting both sides’ interests, this type of agreement can also be used for copyright assignments, leases, debt transfers and trusts.

Before signing on the dotted line it’s also critical that executing such documentation is done properly - all parties must sign in the presence of a witness who will also affix their signature and date the document accordingly. Once this process has been completed filings must then be made with any relevant government authorities whenever necessary (especially in cases involving real estate or intellectual property transfers).

In summary, drafting a Deed of Assignment not only safeguards everyone’s best interests but also provides additional benefits depending on its use case - reading through our step-by-step guidance below should provide you with more information on how to access our template library today and start benefitting from its advantages without needing to sign up for an account with Genie AI first!

Definitions (feel free to skip)

Legal Binding: When a legally binding document is used, it means that all parties involved are legally obligated to follow the terms and conditions set forth in the document.

Assignor: The assignor is the person who is transferring rights, interests or assets to someone else.

Assignee: The assignee is the person who is receiving the rights, interests or assets from the assignor.

Witness: A witness is an independent third-party who is present when a document is signed, in order to ensure that the process is completed in a secure and legally binding manner.

Stamp: A stamp is an official seal or mark that is used to verify and authenticate a document.

Tax: A tax is a sum of money that is paid to a government or public authority.

Duty: Duty is an obligation or responsibility assigned to someone.

Defining the Deed of Assignment

What is a deed of assignment and what is its purpose, parties involved, who needs to be involved in the making of a deed of assignment, drafting the deed, determine what kind of deed of assignment needs to be drafted, consider the subject matter to be assigned in the deed, research the legal requirements for the kind of deed to be drafted, draft the deed of assignment in accordance with the legal requirements, executing the deed, check that the parties to the deed are correctly identified, confirm that the deed is correctly signed and dated by all parties, confirm that the deed is witnessed by an independent third party, have the deed of assignment properly executed by all parties, registration, determine whether the deed of assignment needs to be registered, if registration is necessary, confirm the registration procedures, take necessary steps to register the deed of assignment, considerations, consider any applicable tax or stamp duty implications of the deed of assignment, consider any restrictions or limitations on the rights being assigned, consider whether the deed of assignment needs to be registered in any public records, common mistakes, not accurately identifying all of the parties to the deed, not having the deed properly executed by all parties, not having the deed witnessed by an independent third party, not considering any applicable tax or stamp duty implications, not considering any applicable restrictions or limitations on the rights being assigned, record keeping, ensure that the original deed of assignment is securely stored, create a digital copy of the deed and store it in a secure manner, review the deed of assignment to ensure accuracy, confirm that all steps have been completed correctly, seek advice from legal professionals if necessary, get started.

  • Establish the parties involved in the Deed of Assignment
  • Identify the property or service being assigned
  • Specify the terms of the assignment
  • Ensure the Deed of Assignment is properly witnessed
  • Check that all signatures are valid

When you have completed the steps above, you will have successfully defined the Deed of Assignment and can proceed to the next step.

  • A deed of assignment is a legal document that is used to transfer the rights and responsibilities of one party (the assignor) to another party (the assignee)
  • It is used to transfer contractual rights and obligations between parties
  • It should include information such as the names of the parties, the date of the assignment, and the description of the rights transferred
  • You will know that you have completed this step when you have an understanding of what a deed of assignment is and why it is used.
  • Identify the party transferring their rights (the assignor) and the party receiving the rights (the assignee)
  • Draft the deed in the name of both parties, including full names and contact details
  • Ensure the deed is signed by both the assignor and assignee
  • Once the deed is signed, the parties should exchange copies of the document

Once the assignor and assignee have been identified and the deed has been drafted and signed, you can check this step off your list and move on to the next step.

  • Identify the parties involved in the Deed of Assignment. This would typically include the assignor (the party transferring their rights or interest) and the assignee (the party receiving the rights or interest).
  • Ensure that all parties involved have the legal capacity to enter into a contract.
  • When all parties have been identified and their legal capacity has been verified, you can check this step off your list and move on to drafting the Deed.
  • Read the applicable laws in your jurisdiction to determine the required language and structure of the Deed of Assignment
  • Gather the necessary information on the parties, the asset being assigned, and other relevant details
  • Draft the Deed of Assignment, taking into account all the necessary details
  • Make sure the language is clear and unambiguous
  • Have the Deed of Assignment reviewed by a legal professional
  • When the Deed of Assignment has been drafted and reviewed, you can move on to the next step.
  • Identify the type of assignment that needs to be drafted and the legal requirements that need to be satisfied
  • Consider the purpose of the Deed and the rights and obligations of the parties to the Deed
  • Determine if the Deed is for an absolute or conditional assignment
  • Consider if the Deed should be an express or implied assignment
  • Determine if the Deed needs to be in writing or if it can be oral
  • Check the applicable laws in your jurisdiction to ensure that you are drafting a valid Deed
  • Check if there are any additional requirements that need to be included in the Deed

When you can check this off your list: Once you have identified the type of assignment and the relevant legal requirements, you can move on to considering the subject matter to be assigned in the Deed.

  • Identify the subject matter of the Deed of Assignment, such as a patent, trademark, copyright, or other intellectual property
  • Assess the value of the subject matter and any associated liabilities
  • Understand the relationship between the assignor and assignee
  • Have all necessary documents, such as a purchase agreement, to provide more detail about the assignment

Once you have identified the subject matter of the Deed of Assignment, assessed its value, understand the relationship between the assignor and assignee, and gathered any additional documents, you can move onto the next step of researching the legal requirements for the kind of Deed to be drafted.

  • Research the relevant legislation, case law, and other materials related to the Deed of Assignment to be drafted
  • Consult with a lawyer familiar with the relevant law to understand the requirements
  • Take detailed notes on the legal requirements that must be adhered to in the Deed of Assignment
  • Once you have all the necessary information, double-check that you understand the requirements before moving on to the next step.
  • Prepare the text of the Deed, ensuring that all relevant information regarding the parties, the subject matter, and the consideration is included
  • Check to make sure the language conforms with relevant laws and regulations
  • Have the Deed reviewed by a solicitor to ensure that it complies with all legal requirements
  • Once the Deed has been approved by a solicitor, have the parties sign the document
  • Once the Deed has been signed by both parties, make multiple copies and ensure each party has a copy
  • This step is complete once the Deed has been signed and each party has a copy of the document.
  • Ensure both parties sign the Deed of Assignment in the presence of two witnesses who are over the age of 18 and not parties to the Deed
  • Have both parties sign the deed in the presence of two witnesses and have the witnesses sign the deed to attest to witnessing the signature of the parties
  • Check that the parties have signed the Deed in the presence of the witnesses by noting the signatures and the dates of signature in the execution clause of the Deed
  • Once the Deed has been executed, have the parties date and keep a copy of the Deed in a secure place
  • You will know that you have completed this step when the Deed has been properly executed by the parties in the presence of two witnesses.
  • Identify all parties to the Deed and verify that their details are correct.
  • Ensure that all parties to the Deed are identified in the document and that the details of each party are accurate and up-to-date.
  • Check that the names, addresses and contact details of each party are correct.
  • Once you have verified that the parties and their details are correctly identified, you can move on to the next step.
  • Check that all parties have signed the Deed in the correct place, and that the date of signature is correct
  • Ensure that each party has signed the Deed in the presence of an independent witness
  • Check that all parties have signed the Deed with their full name and title, if applicable
  • Confirm that the date of signature is correct and that all parties have signed on the same date
  • Once you have verified that all parties have correctly signed and dated the Deed, you can proceed to the next step.
  • Ensure that the Deed is witnessed by an independent third party who is not a party to the Deed.
  • Ask the third party to sign the Deed and provide their name, address, occupation and date of signing.
  • Check that the third party has signed and dated the Deed.
  • Once the above is complete, you can check this step off your list and move on to the next step.
  • Obtain signatures from all parties on the deed of assignment, ensuring that each party signs in the presence of a witness
  • Have an independent third party witness each party’s signature
  • Ensure that all parties have a valid form of identification, such as a driver’s license or passport, available for inspection by the witness
  • Ensure that all parties sign the deed of assignment in the presence of the witness
  • Obtain the witness’ signature, confirming that all parties signed in the presence of the witness
  • You will know this step is completed once all parties have signed the deed of assignment and the witness has signed confirming they were present during the signing.
  • Obtain a copy of the executed Deed of Assignment from all parties
  • Contact the relevant state or territory office to determine whether the Deed of Assignment needs to be registered
  • If registration is required, complete the necessary forms, pay the registration fee, and submit the required documents
  • Once the Deed of Assignment is registered, the registrar will issue a certificate of registration
  • Check off this step when you have received and reviewed the certificate of registration.
  • Research the applicable laws and regulations in the relevant jurisdiction to decide if the Deed of Assignment needs to be registered
  • Consult a legal professional if unsure
  • When you have the answer, you can move on to the next step.
  • Confirm what type of Deed of Assignment requires registration with the relevant government agency or registry.
  • Research the registration procedures and the requirements you must meet in order to register the Deed of Assignment.
  • Obtain any fees or additional documents that are necessary to complete the registration process.
  • Ensure that all parties to the Deed of Assignment understand the registration process and the requirements for completing it.

You can check off this step once you have researched and confirmed the registration procedures for the Deed of Assignment.

  • Gather the necessary documents for registration, such as the Deed of Assignment, supporting documents, and the applicable fee
  • Visit the registration office to register the Deed of Assignment
  • Submit the necessary documents to the registration office
  • Pay the applicable fee
  • Obtain a copy of the registered Deed of Assignment
  • Upon completion of the above steps, you can check this off your list and move on to the next step.
  • Review and understand the nature of the rights and obligations being assigned
  • Determine if there are any restrictions or limitations in the assignment
  • Assess if any approvals are needed from third parties before the assignment is valid
  • Confirm that the assignor has the right to assign the interest being transferred
  • Check to see if the assignee has the necessary capacity to accept the assignment
  • Analyze if the assignment is subject to any applicable laws or regulations
  • Determine if any additional documentation is needed to support the assignment
  • Once you have considered all of the above, you can proceed with drafting the Deed of Assignment.
  • Check with your local taxation authority or a qualified tax professional to see if the Deed of Assignment is subject to any taxes or stamp duty.
  • Ensure that the Deed of Assignment includes any required taxes or stamp duty payments.
  • Check to see if the tax or stamp duty implications vary by jurisdiction.
  • Once you’ve considered the tax or stamp duty implications, you can move on to the next step.
  • Identify any restrictions or limitations that could affect the transfer of rights in the Deed of Assignment
  • Consider whether there are any legal restrictions that must be observed in the transfer of the rights being assigned
  • Research any relevant industry standards or regulations to ensure that the restrictions or limitations on the rights being assigned are compliant
  • Ensure that the Deed of Assignment clearly outlines the restrictions or limitations of the rights being assigned
  • When all restrictions or limitations on the rights being assigned are taken into consideration, checked for compliance and outlined in the Deed of Assignment, this step is complete.
  • Consider whether the Deed of Assignment needs to be registered with any government or public agencies.
  • Determine if any registration is required or optional.
  • Research the relevant regulations and laws to ensure that the assignments are properly recorded.
  • Check any local requirements or restrictions.
  • Once you have determined that the Deed of Assignment does or does not need to be registered, you can move on to the next step in the process.

• Read over the Deed of Assignment twice to make sure you’re accurately identifying all of the parties to the Deed. Make sure you include the full names and addresses of the assignor and assignee, as well as any other relevant parties. • Check that the legal description of the subject property is accurate. • Ensure that the consideration (the amount being exchanged for the assignment) is stated clearly and accurately. • Make sure that the names of the initial parties to the Deed are also included in the recitals. • Ensure that the recitals and the express terms of the Deed are consistent with one another. • Make sure that the Deed is signed, notarized, and delivered in accordance with state law.

Once you’ve completed the above steps, you can check off this task and move on to the next step in the guide.

  • Identify the assignor and assignee. The assignor is the party transferring their rights and the assignee is the party receiving the rights.
  • Check all of the details are correct. This includes the names, addresses and other contact information for both parties.
  • Draft the deed to ensure that the assignor and assignee are accurately identified.
  • You can check this off your list and move on to the next step once you have confirmed that the assignor and assignee have been accurately identified in the deed.
  • Ensure that all parties to the Deed have read, understood and agreed to the terms and conditions of the agreement.
  • Have all parties affix their signature to the Deed and the accompanying documents.
  • Check that all the signatures are dated and in the presence of a witness.
  • When all parties have properly executed the Deed, you can move on to the next step.
  • Ensure all parties have signed the Deed in the presence of a witness.
  • The witness must be an independent third party who is not a party to the Deed.
  • The witness must sign each page of the Deed that contains a party’s signature.
  • The witness must also include their full name, address and occupation on the Deed.
  • Once all of the above requirements are met, then you can check this off your list and move on to the next step.
  • Determine the applicable taxes or stamp duty implications for the Deed of Assignment.
  • Research any applicable taxes or stamp duty fees for the Deed of Assignment.
  • Calculate the applicable taxes or stamp duty fees for the Deed of Assignment.
  • Make sure to include the applicable taxes or stamp duty fees in the Deed of Assignment.

Once you have determined the applicable taxes or stamp duty implications for the Deed of Assignment, and included them in the Deed of Assignment, you can move on to the next step.

  • Determine the rights that you are assigning and review any applicable laws or regulations to ensure that the assignment of such rights is permitted.
  • Consider any applicable contractual restrictions or limitations on the rights being assigned, such as any applicable confidentiality obligations or restrictions on the transfer of rights.
  • Once you have determined that the assignment of the rights is permitted and there are no applicable restrictions or limitations, you can proceed to the next step of recording keeping.
  • Create a record of the Deed of Assignment, including the date it was executed, by each party
  • Maintain a copy of the Deed of Assignment in a secure place
  • Record any additional related documents, such as any security documents, release documents, or other agreements
  • When all of the above have been done, you can check this off your list and move on to the next step.
  • Obtain a physical copy of the original Deed of Assignment
  • Ensure the original Deed is signed by both parties
  • Keep the original Deed in a safe and secure place, such as a locked filing cabinet or safe
  • Make sure the document is stored in a location that is accessible to both parties
  • Ensure that the original Deed is not destroyed or tampered with in any way

You can check this off your list and move on to the next step once the original Deed of Assignment is safely stored in a secure location.

  • Scan or take a digital photo of the original Deed of Assignment and save it to a secure location.
  • Ensure that the digital copy is readable and clearly displays all of the information contained in the original document.
  • Ensure that the digital copy is stored in a secure location, preferably on a cloud-based storage system or other secure server.
  • Make sure that only authorized personnel have access to the digital copy of the Deed.
  • When finished, you will have created a digital copy of the Deed and stored it in a secure manner.
  • Read over the Deed of Assignment to ensure accuracy
  • Make sure all details are correct, and all parties are named
  • Verify that all signatures are complete and accurate
  • Make sure the date of the assignment is correct
  • Check that the document is formatted and laid out correctly
  • Once you are satisfied with the accuracy of the Deed of Assignment, you can move on to the next step.
  • Read through the entire document to make sure all the information is correct
  • Double check that the names and details of the parties involved are spelled correctly
  • Ensure that all the dates are accurate, and that any and all parties have signed the deed in the right places
  • Check that the terms and conditions in the deed are consistent with the agreement between the parties
  • When you have verified all the details, you can check this off your list and move on to the next step.
  • Check the Deed of Assignment to ensure that all required elements are present, including accurate information and signatures of all parties.
  • Verify that any and all attachments to the Deed of Assignment are included and accurate.
  • Ensure that all dates, signatures, and other pieces of information are accurate and up-to-date.
  • Once you’ve confirmed that all of the steps have been completed correctly, you can move on to the next step.
  • Seek professional advice from a lawyer or other legal professional to ensure that the deed of assignment is legally binding and enforceable.
  • Request that the legal professional checks that all steps have been completed correctly, and that the deed of assignment meets all requirements under local law.
  • Ask the legal professional to provide you with written advice on any changes or revisions that may be necessary to make the deed of assignment valid and enforceable.
  • Once the legal professional has confirmed that the deed is legally sound, you can check off this step and proceed with the next one.
  • Research legal professionals who are able to provide advice and assistance with the drafting of a deed of assignment
  • Contact the legal professionals to discuss the specific requirements and details of the deed of assignment
  • Ask the legal professionals if they are able to provide advice and assistance with the deed of assignment
  • Receive advice from the legal professionals and make changes to the deed of assignment accordingly
  • Once you are satisfied with the changes to the deed of assignment, you can move on to the next step.

Q: Does a Deed of Assignment need to be signed?

Asked by John on April 23rd 2022. A: Yes, a Deed of Assignment needs to be signed by both the assignor and the assignee in order for it to be legally binding. The signatures should be witnessed and dated, and should be in front of an independent witness who is not related to either party. It is also important to include the relevant clauses and provisions in the deed, as these will set out the rights and obligations of each party.

Q: What is the difference between an assignment and a novation?

Asked by Sarah on July 29th 2022. A: An assignment is a transfer of rights or obligations from one party to another, while a novation is a transfer of rights or obligations from one party to another with the consent of all parties involved. An assignment does not necessarily require the consent of all parties, while a novation always requires the consent of all parties. Additionally, an assignment can transfer rights or obligations without necessarily extinguishing any pre-existing agreements, while a novation extinguishes any pre-existing agreements.

Q: Is a Deed of Assignment legally binding in different jurisdictions?

Asked by Tyler on October 17th 2022. A: Yes, a Deed of Assignment can be legally binding in different jurisdictions, though the exact requirements for validity may differ from jurisdiction to jurisdiction. In general, however, a Deed of Assignment needs to be signed by both parties and witnessed by an independent third party in order for it to be legally binding. Additionally, the deed should include all relevant clauses and provisions that are applicable in each jurisdiction.

Q: Are there any tax implications when drafting a Deed of Assignment?

Asked by Emma on January 15th 2022. A: Yes, there are tax implications that need to be taken into account when drafting a Deed of Assignment. Depending on the jurisdiction and specific tax laws, there may be tax implications for both parties if they are transferring rights or obligations under the deed. It is important to seek professional tax advice before entering into any agreement that involves transferring rights or obligations between parties as this could have significant financial implications for all involved.

Q: Do I need legal advice when drafting a Deed of Assignment?

Asked by Jacob on June 5th 2022. A: While it is not necessary to seek legal advice when drafting a Deed of Assignment, it is generally recommended in order to ensure that all relevant legal requirements are satisfied and that all involved parties are aware of their rights and obligations under the deed. It is also important to make sure that all language used in the deed is clear and unambiguous so that it can easily be understood by all parties involved.

Q: How can I ensure that my Deed of Assignment is valid?

Asked by Michael on August 28th 2022. A: In order for your Deed of Assignment to be valid, it must meet certain legal requirements which vary between jurisdictions. Generally speaking, your deed should include all relevant clauses and provisions applicable in your jurisdiction as well as signatures from both parties which should be witnessed by an independent third party who is not related to either party involved. Additionally, any language used within the document should be clear and unambiguous so that it can easily be understood by all involved parties.

Q: What information do I need to provide when drafting a Deed of Assignment?

Asked by Ashley on November 10th 2022. A: When drafting a Deed of Assignment, you will need to provide information about both parties involved such as their names, addresses, contact details and any other relevant information required under applicable laws in your jurisdiction. Additionally, you will need to include any relevant clauses or provisions applicable in your jurisdiction which will set out the rights and obligations of each party under the deed as well as any other information required for the document to be legally binding.

Q: What are common mistakes made when drafting a Deed of Assignment?

Asked by Joshua on February 20th 2022. A: One common mistake made when drafting a Deed of Assignment is failing to include all relevant clauses or provisions applicable in your jurisdiction which set out the rights and obligations of each party involved in the agreement. Additionally, failing to have the document signed by both parties or witnessed by an independent third party can render the document invalid or unenforceable under applicable law in some jurisdictions. Moreover, using ambiguous language within the document can also lead to misunderstandings and disputes further down the line which could be avoided if clear language was used throughout the document instead.

Example dispute

Lawsuit referencing a deed of assignment.

  • The plaintiff may raise a lawsuit if they have been wronged by the defendant in a way that is outlined in the deed of assignment.
  • For example, the deed of assignment may outline that the defendant is responsible for paying a certain amount of money to the plaintiff, and the defendant has failed to do so.
  • The plaintiff may also raise a lawsuit if the defendant has failed to adhere to any other obligations laid out in the deed of assignment.
  • The plaintiff would need to prove that the defendant has breached the deed of assignment in order to win the lawsuit.
  • If successful, the plaintiff may be able to obtain a judgment in their favor, which may require the defendant to pay the plaintiff the money they are owed.
  • In addition, the plaintiff may be able to seek other damages, such as punitive damages, if the breach of the deed of assignment was particularly egregious.
  • Depending on the severity of the breach, the plaintiff may also be able to seek an injunction to prevent the defendant from continuing to breach the deed of assignment.
  • Settlement of the dispute may also be possible, wherein the defendant agrees to pay a certain amount of money to the plaintiff, or agrees to adhere to the obligations laid out in the deed of assignment.

Templates available (free to use)

Deed Of Assignment For Rent Deposits Occupation Lease Deed Of Assignment Of Benefit Of Claim For The Freehold Or Extended Lease House Under Section 8 Or Section 14 Deed Of Assignment Of Equitable Interest In Residential Land Deed Of Assignment Of Goodwill And Intellectual Property Rights Transfer Of A General Partnership To An Llp Deed Of Assignment Of Property Sale Benefits [Section 42 Deed Of A

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Understanding a deed of assignment for intellectual property

A deed of transfer is used to change the ownership of intellectual property, a common occurrence in business. Explore how and when to use one.

Find out more about intellectual property basics

deed of assignment of management rights

by   Brette Sember, J.D.

Brette is a former attorney and has been a writer and editor for more than 25 years. She is the author of more than 4...

Read more...

Updated on: November 24, 2023 · 3 min read

Understanding intellectual property in business

How to transfer intellectual property rights in business, what to include in a deed of assignment, registering new ownership, restrictions on intellectual property transfers.

Most companies have intellectual property as part of their assets, including software, product design, or copyright to white papers. Buying or selling such property is done using a document called a deed of assignment.

Illustrations and graphics surrounding the words "Intellectual Property"

A large part of what a business consists of may be tied to intellectual property . It's easy to see physical property a company owns, such as a building, office furniture, or inventory, but intellectual property can be more challenging to identify.

Most businesses have intellectual property, or works created by human minds or, in some cases, by computers. Some examples of intellectual property include architectural drawings, ad campaigns, company or product names, inventions, and source code.

Examples of when transfers of intellectual property might happen include when a company is buying another company, when you are setting up an LLC and want to transfer your intellectual property into the company, or when a business buys product rights from another company or individual.

A deed of assignment can be done in one transaction, instead of one transaction for each item of intellectual property, by transferring all ownership rights of all intellectual property detailed in the deed. The document is signed by both the buyer and seller. No payment is required for it to be valid.

A deed of assignment must be in writing and should include:

  • The names and addresses of the assignor and assignee
  • A description of the program or product for which the rights are being transferred
  • A statement that all intellectual property rights to the property are being transferred
  • Signatures of the parties and the date of the agreement execution

The deed could also include the following sections, where applicable:

  • Consideration, or payment, to be made to the original owner.
  • Warranties, or promises that the intellectual property rights being assigned don't infringe on anyone else's intellectual property rights . For example, in a deed regarding the transfer of a copyright, this section could state that the copyrighted work is original and not owned by someone else.
  • Indemnification, or promise by the seller to reimburse the assignee if there is some problem with title to the property.
  • Future assignments. For example, the agreement could be ongoing, so that anything the assignor creates in the future for this product or program is also transferred to the buyer.

Although a deed of assignment transfers ownership in intellectual property , it does not change the registration of the ownership. The assignee is responsible for handling all registration requirements.

For example, if a patent is transferred via a deed of assignment, the new owner must record the change in ownership with the U.S. Patent and Trademark Office. Similarly, the transfer of a copyright is recorded with the U.S. Copyright Office.

Transfers of intellectual property must comply with U.S. laws. One obvious caveat is that you can't transfer property you don't own. Transfers must also comply with antitrust laws, which are set up to prevent one company from completely dominating an industry.

If intellectual property rights are being transferred overseas, the transfer must comply with Export Administration Regulations and the International Traffic in Arms Regulations , which are designed to protect national security and trade.

The deed of assignment can be a crucial part of a business deal or transaction. You can create a deed of assignment yourself, or you can work with an attorney .

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Deed of assignment | Practical Law

deed of assignment of management rights

Deed of assignment

Practical law anz standard document w-002-8276  (approx. 19 pages).

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What Is A Deed of Assignment, Anyway?

deed of assignment of management rights

In any business, contracts will be everywhere you go — from your customers to suppliers, contractors, employees, graphic designers and even your monthly subscriptions!

However, contracts generally are signed between two parties.

So, what happens if one party wants to transfer or assign their rights and obligations under a contract to another party ?

This is where a Deed of Assignment comes in.

What Is A Deed?

In the legal world, there are two main types of legal documents: agreements and deeds.

Agreements are generally the most common contracts you’ll see. However, deeds work a little differently.

Put simply, a deed needs to be physically signed and witnessed in person. This means that it’s difficult to sign deeds with international parties.

So, it’s important to understand that a deed has specific requirements for execution.

What Is A Deed of Assignment?

A Deed of Assignment is a legal document that transfers or assigns the legal rights and obligations to another party.

And it varies depending on your situation.

For example, an assignment could work for simple things like intellectual property . When a graphic designer creates a logo for you, you might want to make sure that logo is owned by you. In this case, the graphic designer would “assign” that copyright to you.

Or, if you’re selling your business , you might want to transfer your contractual relationships to whoever is purchasing your business. 

For example, if you have existing contracts with suppliers to your cafe business, you might look at transferring these to the buyer. Here, you’d sign a Deed of Assignment to transfer the rights and obligations of that contract to the new owner of your business.

A Deed of Assignment makes sure that you no longer have continuing obligations and rights as a signatory to that contract . The last thing you want is to be liable or accountable for a contract you forgot to assign to someone.

If you need help putting together a Deed of Assignment, let’s chat!

You can reach out to our friendly team on 1800 730 617 or [email protected] for a free, no-obligations consultation about your specific situation and the legal documents that are right for you.

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What are your management rights documents?

This is determined solely from the contractual arrangements you have with your body corporate. Those arrangements are documented in the management rights agreements .

So what should you look for when we ask you for those?

Management / caretaking agreement

This agreement is the one you have with the body corporate where you are paid a fixed remuneration for a fixed set of duties. This can also be known as a deed of engagement, service contract or contractors agreement. There are a number of other names, but the key element to look for is the agreement where you are paid a salary.

Letting agreement

This is the agreement where the body corporate authorises you to let lots on behalf of owners. Sometimes it is incorporated in the management/caretaking agreement, but usually, it is a separate document. It can also be known as a deed of authorisation. Again – look for the document that has the key element of authorising you to let lots if you are unsure.

Deed(s) of assignment

These are the documents which record the transfer of the title to the business from manager to manager. If the original management rights agreements are not in your name with the body corporate, there should at least one deed of assignment to you. This will be an assignment from the person you purchased off. If the agreements are older, there are probably going to be several deeds of assignment. It is important for us to be able to establish the chain of title. We should be able to follow each owner of the management rights business from the first manager to you through these deeds of assignment.

Deed(s) of variation

These are documents that change the terms of the original agreements. Usually, it is in relation to creating a further option term, but they can also relate to changes in remuneration or duties.

Deed(s) of extension

These are documents that record the exercise of an option that exists in the management rights agreements. That option term will be for a set period. Each agreement is different, but the exercise of the option is normally recorded in a written agreement.

Community Management Statement (CMS)

This is a document where all of your by-laws are recorded along with the Module (usually Standard or Accommodation) and the lot entitlements of each of the lots. If you don’t have this, we can order a copy from the titles office for about $50.

Why these are important

It is vital that you send us every single management rights document. If we do not have them, it might mean that some of the work we are doing for you is not necessary (costing you money for no purpose) or is not right (which is even worse).

It is not common, but we have seen the position where someone has varied a management rights agreement twice to create the same option term – clearly because they did not have the previously agreed variation to hand. So it is very important that we have every single document from you to make sure that we can give you the right advice.

If you aren’t sure about what you need to send us, it is better to err on the side of caution and send us everything. We have seen enough management rights agreements to know that we can filter through it relatively quickly and determine what is important and what is not.

One of the benefits of using Hynes Legal is that we keep all of your documents electronically on our system, so if you ever need them again we can give them all to you on a moment’s notice as well.

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Assignment of Rights Agreement: Everything You Need to Know

An assignment of rights agreement refers to a situation in which one party, known as the assignor, shifts contract rights to another party, known as assignee. 3 min read

An assignment of rights agreement refers to a situation in which one party, known as the assignor, shifts contract rights to another party. The party taking on the rights is known as the assignee.

An Assignment of Rights Agreement

The following is an example of an assignment of rights agreement. Dave decides to buy a bicycle from John for $100 and after agreeing on the price, Dave and John draw up a written agreement. Let's suppose that there will be a one week wait before the bicycle is ready for delivery to Dave and before anything is passed between them.

Meanwhile, John accepts that he will transfer his right to be paid $100 from Dave to Rob, in exchange for Rob paying John $90 immediately. Let's assume that John's motivation is an immediate need for cash. In this context, John is regarded as the assignor and Rob is the assignee.

John is the assignor as he is giving the assignment to Rob and Rob is the assignee because he is acquiring the assignment from John. To put it simply, the assignee is the party who gets something. In this case, Rob will receive $100.

Rules of Assignments

Assignments frequently occur in contracts. It's important to note the following points:

  • The assignor (e.g. John) is accountable according to the contract unless the parties make an agreement that states otherwise.
  • This means that if Dave does not receive the bicycle, he can sue John for it.
  • Assignments are allowed in almost every type of agreement unless the contract includes an explicit ban on assignments or unless a specific exception is applicable.
  • The assignor does not need to speak to the other contract party in order to create the assignment. For example, John would not need to ask Dave if John can transfer his right to be paid to Rob.

Exceptions Where a Contract Cannot be Assigned

  • Some exceptions dictate that a contract cannot be assigned .
  • Unenforceable assignments include the following: a personal services agreement, changing the contract duties, changing the material provisions of the agreement (e.g. time, amount, location, etc.).
  • An example of a personal services agreement, which cannot be assigned, would be if you decided to employ a particular professional writer to write a book for you.
  • That writer would not be allowed to take your payment and then give the work to another writer because you employed that particular writer to write the book, rather than someone else.
  • Some kinds of assignments have to be in writing in order to be enforceable such as assignments of actual property (e.g. selling your house), loans, or debts.
  • It's best to look at the statute of frauds for more information on the kinds of agreements that must be in writing.

Delegations and Novations

A delegation is very similar to an assignment in terms of what it involves. A delegation takes place when a party moves his or her obligations (or liabilities) under an agreement to a different party. Assignments, on the other hand, involve the transfer of rights.

If the parties in our previous example had created a novation , Rob would be entirely accountable to Dave and John would be clear of responsibility. A novation replaces the earliest party with a new party.

Contract Assignment

An Assignment Agreement can also be called a Contract Assignment. Another example of this would be if you're a contractor who needs assistance finishing a job. You could give those tasks and rights to a subcontractor, but only if the original agreement does not prohibit the assignment of these rights and responsibilities.

Creating an Assignment Agreement

In an Assignment Agreement, it is important to include details such as:

  • The name of the person assigning the responsibilities (known as the assignor)
  • The name of the of the party who is taking the rights and responsibilities (the assignee)
  • The other party to the first agreement (known as the obligor)
  • The name of the agreement and its expiration date
  • Whether the first contract necessitates the obligor's approval before assigning rights
  • The date of the obligor's consent
  • When the contract will be put into effect
  • Which state's laws will regulate the contract

If you need help with an assignment of rights agreement, 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.

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Assignment Of Rights Agreement: Definition & Sample

Jump to section, what is an assignment of rights agreement.

​​An assignment of rights agreement is a written document in which one party, the assignor, assigns to another party all or part of their rights under an existing contract. The most common example of this would be when someone wants to sell their shares of stock in a company.

When you buy shares from someone else (the seller), they agree to transfer them over and give up any control they had on that share. This way, another party can take ownership without going through the trouble of trying to buy the whole company themselves.

Common Sections in Assignment Of Rights Agreements

Below is a list of common sections included in Assignment Of Rights Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment Of Rights Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-99.(H)(7) 5 dex99h7.htm FORM OF ASSIGNMENT AGREEMENT , Viewed December 20, 2021, View Source on SEC .

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Assigning debts and other contractual claims - not as easy as first thought

Updates to UK Money laundering rules - key changes

Harking back to law school, we had a thirst for new black letter law. Section 136 of the Law of the Property Act 1925 kindly obliged. This lays down the conditions which need to be satisfied for an effective legal assignment of a chose in action (such as a debt). We won’t bore you with the detail, but suffice to say that what’s important is that a legal assignment must be in writing and signed by the assignor, must be absolute (i.e. no conditions attached) and crucially that written notice of the assignment must be given to the debtor.

When assigning debts, it’s worth remembering that you can’t legally assign part of a debt – any attempt to do so will take effect as an equitable assignment. The main practical difference between a legal and an equitable assignment is that the assignor will need to be joined in any legal proceedings in relation to the assigned debt (e.g. an attempt to recover that part of the debt).

Recent cases which tell another story

Why bother telling you the above?  Aside from our delight in remembering the joys of debating the merits of legal and equitable assignments (ehem), it’s worth revisiting our textbooks in the context of three recent cases. Although at first blush the statutory conditions for a legal assignment seem quite straightforward, attempts to assign contractual claims such as debts continue to throw up legal disputes:

  • In  Sumitomo Mitsui Banking Corp Europe Ltd v Euler Hermes Europe SA (NV) [2019] EWHC 2250 (Comm),  the High Court held that a performance bond issued under a construction contract was not effectively assigned despite the surety acknowledging a notice of assignment of the bond. Sadly, the notice of assignment failed to meet the requirements under the bond instrument that the assignee confirm its acceptance of a provision in the bond that required the employer to repay the surety in the event of an overpayment. This case highlights the importance of ensuring any purported assignment meets any conditions stipulated in the underlying documents.
  • In  Promontoria (Henrico) Ltd v Melton [2019] EWHC 2243 (Ch) (26 June 2019) , the High Court held that an assignment of a facility agreement and legal charges was valid, even though the debt assigned had to be identified by considering external evidence. The deed of assignment in question listed the assets subject to assignment, but was illegible to the extent that the debtor’s name could not be deciphered. The court got comfortable that there had been an effective assignment, given the following factors: (i) the lender had notified the borrower of its intention to assign the loan to the assignee; (ii) following the assignment, the lender had made no demand for repayment; (iii) a manager of the assignee had given a statement that the loan had been assigned and the borrower had accepted in evidence that he was aware of the assignment. Fortunately for the assignee, a second notice of assignment - which was invalid because it contained an incorrect date of assignment - did not invalidate the earlier assignment, which was found to be effective. The court took a practical and commercial view of the circumstances, although we recommend ensuring that your assignment documents clearly reflect what the parties intend!
  • Finally, in Nicoll v Promontoria (Ram 2) Ltd [2019] EWHC 2410 (Ch),  the High Court held that a notice of assignment of a debt given to a debtor was valid, even though the effective date of assignment stated in the notice could not be verified by the debtor. The case concerned a debt assigned by the Co-op Bank to Promontoria and a joint notice given by assignor and assignee to the debtor that the debt had been assigned “on and with effect from 29 July 2016”. A subsequent statutory demand served by Promontoria on the debtor for the outstanding sums was disputed on the basis that the notice of assignment was invalid because it contained an incorrect date of assignment. Whilst accepting that the documentation was incapable of verifying with certainty the date of assignment, the Court held that the joint notice clearly showed that both parties had agreed that an assignment had taken place and was valid. This decision suggests that mistakes as to the date of assignment in a notice of assignment may not necessarily be fatal, if it is otherwise clear that the debt has been assigned.

The conclusion from the above? Maybe it’s not quite as easy as first thought to get an assignment right. Make sure you follow all of the conditions for a legal assignment according to the underlying contract and ensure your assignment documentation is clear.

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What Is A Deed of Assignment, Anyway?

deed of assignment of management rights

In any business, contracts will be everywhere you go — from your customers to suppliers, contractors, employees, graphic designers and even your monthly subscriptions!

However, contracts generally are signed between two parties.

So, what happens if one party wants to transfer or assign their rights and obligations under a contract to another party ?

This is where a Deed of Assignment comes in.

What Is A Deed?

In the legal world, there are two main types of legal documents: agreements and deeds.

Agreements are generally the most common contracts you’ll see. However, deeds work a little differently.

Put simply, a deed needs to be physically signed and witnessed in person. This means that it’s difficult to sign deeds with international parties.

So, it’s important to understand that a deed has specific requirements for execution.

What Is A Deed of Assignment (Contract Assignment)?

A Deed of Assignment is a legal document that transfers or assigns the legal rights and obligations to another party.

And it varies depending on your situation.

For example, an assignment could work for simple things like intellectual property. When a graphic designer creates a logo for you, you might want to make sure that logo is owned by you. In this case, the graphic designer would “assign” that copyright to you.

Or, if you’re selling your business, you might want to transfer your contractual relationships to whoever is purchasing your business. 

For example, if you have existing contracts with suppliers to your cafe business, you might look at transferring these to the buyer. Here, you’d sign a Deed of Assignment to transfer the rights and obligations of that contract to the new owner of your business.

A Deed of Assignment makes sure that you no longer have continuing obligations and rights as a signatory to that contract . The last thing you want is to be liable or accountable for a contract you forgot to assign to someone.

When Can A Contract Be Signed As A Deed?

We mentioned above that a deed is essentially a legal document – so how is this different to a standard contract?

A contract can be signed as a deed if the parties agree that no consideration will be required.

Since it is a slightly more formal document, it follows a specific process of execution. To execute a deed, a witness is required (and, in some cases, a seal).

If you need help putting together a Deed of Assignment, let’s chat!

You can reach out to our friendly team at [email protected] for a free, no-obligations consultation about your specific situation and the legal documents that are right for you.

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Out-law / your daily need-to-know.

Out-Law Guide 4 min. read

Assignment and novation

19 Aug 2011, 4:40 pm

Assignment involves the transfer of an interest or benefit from one person to another. However the 'burden', or obligations, under a contract cannot be transferred.

Assignment in construction contracts

As noted above only the benefits of a contract can be assigned - not the burden. In the context of a building contract:

  • the employer may assign its right to have the works constructed, and its right to sue the contractor in the event that the works are defective – but not its obligation to pay for the works;
  • the contractor may assign its right to payment of the contract sum - but not its obligation to construct the works in accordance with the building contract or its obligation to meet any valid claims, for example for defects.

After assignment, the assignee is entitled to the benefit of the contract and to bring proceedings against the other contracting party to enforce its rights. The assignor still owes obligations to the other contracting party, and will remain liable to perform any part of the contract that still has to be fulfilled since the burden cannot be assigned. In practice, what usually happens is that the assignee takes over the performance of the contract with effect from assignment and the assignor will generally ask to be indemnified against any breach or failure to perform by the assignee.  The assignor will remain liable for any past liabilities incurred before the assignment.

In construction contracts, the issue of assignment often arises in looking at whether collateral warranties granted to parties outside of the main construction contract can be assigned.

Funders may require the developer to assign contractual rights against the contractor and the design team as security to the funder, as well as the benefit of performance bonds and parent company guarantees. The developer may assign such rights to the purchaser either during or after completion of the construction phase.

Contractual assignment provisions

Many contracts exclude or qualify the right to assignment, and the courts have confirmed that a clause which provides that a party to a contract may not assign the benefit of that contract without the consent of the other party is legally effective and will extend to all rights and benefits arising under the contract, including the right to any remedies. Other common qualifications on the right to assign include:

  • a restriction on assignment without the consent of the other party, whether or not such consent is not to be unreasonably withheld or delayed;
  • only one of the parties may assign;
  • only certain rights may be assigned – for example, warranties and indemnities may be excluded;
  • a limit on the number of assignments - as is almost always the case in respect of collateral warranties;
  • a right to assign only to a named assignee or class of assignee.

Note that in some agreements where there is a prohibition on assignment, it is sometimes possible to find the reservation of specific rights to create a trust or establish security over the subject matter of the agreement instead.

Legal and equitable assignment

The Law of Property Act creates the ability to legally assign a debt or any other chose in action where the debtor, trustee or other relevant person is notified in writing. If the assignment complied with the formalities in the Act it is a legal assignment, otherwise it will be an equitable assignment.

Some transfers can only take effect as an equitable assignment, for example:

  • an oral assignment;
  • an assignment by way of charge;
  • an assignment of only part of the chosen in action;
  • an assignment of which notice has not been given to the debtor;
  • an agreement to assign.

If the assignment is equitable rather than legal, the assignor cannot enforce the assigned property in its own name and to do so must join the assignee in any action. This is designed to protect the debtor from later proceedings brought by the assignor or another assignee from enforcing the action without notice of the earlier assignment.

Security assignments

Using assignment as a way of taking security requires special care, as follows:

  • if the assignment is by way of charge, the assignor retains the right to sue for any loss it suffers caused by a breach of the other contract party;
  • if there is an outright assignment coupled with an entitlement to a re-assignment back once the secured obligation has been performed, it is an assignment by way of legal mortgage.

Please see our separate Out-Law guide for more information on types of security.

Restrictions on assignment

There are restrictions on the assignment of certain types of interest on public policy grounds, as follows:

  • certain personal contracts – for example, a contract for the employment of a personal servant or for the benefit of a motor insurance policy cannot be assigned;
  • a bare cause of action or 'right to sue' where the assignee has no commercial interest in the subject matter of the underlying transaction cannot be assigned;
  • certain rights conferred by statute – for example, a liquidator's powers to bring wrongful trading proceedings against a director – cannot be assigned;
  • an assignment of a contract may not necessarily transfer the benefit of an arbitration agreement contained in the contract;
  • the assignment of certain rights is regulated – for example, the assignment of company shares or copyright.

If you want to transfer the burden of a contract as well as the benefits under it, you have to novate. Like assignment, novation transfers the benefits under a contract but unlike assignment, novation transfers the burden under a contract as well.

In a novation the original contract is extinguished and is replaced by a new one in which a third party takes up rights and obligations which duplicate those of one of the original parties to the contract. Novation does not cancel past rights and obligations under the original contract, although the parties can agree to novate these as well.

Novation is only possible with the consent of the original contracting parties as well as the new party. Consideration (the 'price' paid, whether financial or otherwise, by the new party in return for the contract being novated to it) must be provided for this new contract unless the novation is documented in a deed signed by all three parties.

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Deed of Assignment | Assignor | Assignee

Assign your property to another with a "deed of assignment".

Transfer your property to another person

Last updated on 16 November 2023

1. What is a Deed of Assignment? 

A Deed of Assignment is a contract where the owner (the “assignor”) transfers ownership over property to another person (the “assignee”) by way of assignment. The assignee steps into the shoes of the assignor and assumes all the rights and obligations to the property.

2. When do you need a Deed of Assignment?

A Deed of Assignment is used when the owner wants to transfer ownership (and the rights and obligations) over property to another person.

3. What information do you need to create the Deed of Assignment?

To create your Deed of Assignment you’ll need the following minimum information:

  • The type of assignor (e.g. individual or business) as well as name and details (e.g. nationality and address).
  • The type of assignee (e.g. individual or business) as well as name and details (e.g. nationality and address).
  • Brief description of the property to be assigned.

4.  How much is the document?

The document costs PHP 400 for a one-time purchase. Once purchased you have unlimited use and revisions of this type of document.

You can also avail of Premium subscription at PHP 1,000 and get (a) unlimited use of our growing  library  of documents (from affidavits to contracts); and (b) unlimited use of our “ Ask an Attorney ” service, which lets you consult an expert lawyer anytime for any legal concern you have.

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New: Deed of assignment

Practical law uk legal update 1-202-1081  (approx. 3 pages).

  • The assignor is assigning the whole of the property demised by the lease.
  • The property is not subject to any underlease(s).
  • Where the assignee is paying a premium to the assignor or the assignor is paying a reverse premium to the assignee.
  • Where the assignee gives an express indemnity covenant in respect of the rent and other obligations under the lease and/or in relation to matters contained in title documents affecting the property.
  • Where the lease is being held over under the Landlord and Tenant Act 1954 and also where the assignor has commenced renewal proceedings.
  • Where one party is paying, or making a contribution to, the legal (and surveyors') costs of the other.
  • Considers in greater detail the various general issues affecting assignments of unregistered leases.
  • Provides guidance on the legal, and drafting and negotiating, issues raised by each clause.

New Standard document and Drafting note

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  • Deed of assignment: drafting note .
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In 1783, by decree of Catherine II, the right-bank Kuban and Taman Peninsula became part of the Russian Empire after the liquidation of the Crimean Khanate. In 1792-1793, Zaporozhye (Black Sea) Cossacks resettled here to protect new borders of the country along the Kuban River. During the military campaign to establish control over the North Caucasus (Caucasian War of 1763-1864), in the 1830s, the Ottoman Empire for forced out of the region and Russia gained access to the Black Sea coast.

Prior to the revolutionary events of 1917, most of the territory of present Krasnodar krai was occupied by the Kuban region, founded in 1860. In 1900, the population of the region was about 2 million people. In 1913, it ranked 2nd by gross harvest of grain, 1st place for the production of bread in the Russian Empire.

Kuban was one of the centers of resistance after the Bolshevik revolution of 1917. In 1918-1920, there was a non-Bolshevik Kuban People’s Republic. In 1924, North-Caucasian Krai was founded with the center in Rostov-on-Don. In 1934, it was divided into Azov-Black Sea Krai (Rostov-on-Don) and North Caucasus Krai (Stavropol).

On September 13, 1937, the Azov-Black Sea region was divided into Rostov Oblast and Krasnodar Krai that included Adygei Autonomous Oblast. During the Second World War, the region was captured by the Germans. After the battle for the Caucasus, it was liberated. There are about 1,500 monuments and memorials commemorating heroes of the war on the territory of Krasnodar Krai.

In 1991, the Adygei Autonomous Oblast withdrew from Krasnodar Krai and became the Republic of Adygea.

Beautiful nature of Krasnodar Krai

Sunflower field in Krasnodar Krai

Sunflower field in Krasnodar Krai

Author: Alexander Egorov

Krasnodar Krai landscape

Krasnodar Krai landscape

Author: Vladislav Shutyy

On the coast in the Krasnodar region

On the coast in the Krasnodar region

Author: Sotnikov

Krasnodar Krai - Features

Krasnodar Krai is located in the south-western part of the North Caucasus. The territory is washed by the Azov and Black Seas. The length of the region from north to south - 327 km, from west to east - 360 km. The Republic of Adygea, another federal subject of Russia, is located entirely within the Krasnodar region.

The Kuban River divides Krasnodar Krai into two parts: the northern - lowland (2/3 of the territory), located on the Kuban-Azov plain, and the southern - foothills and mountains (1/3 of the territory), located in the western highlands of the Greater Caucasus. The highest point is Mount Tsakhvoa (3,345 m).

The population is concentrated in the basin of the Kuban (also known as the Cossack land). The main cities and towns of Krasnodar Krai are Krasnodar (974,000), Sochi (433,500), Novorossyisk (277,000), Armavir (186,000), Anapa (95,900), Eisk (83,200), Kropotkin (76,300), Gelendzhik (75,100), Slavyansk-na-Kubani (67,200), Tuapse (60,400).

Krasnodar Krai is the warmest region of Russia. The climate is mostly temperate continental, on the Black Sea coast from Anapa to Tuapse - semi-arid Mediterranean climate, south of Tuapse - humid subtropical. Winters are mild and summers are hot. The average temperature in January in the plains is minus 3-5 degrees Celsius, on the Black Sea coast - 0-6 degrees Celsius, in July - plus 22-24 degrees Celsius.

Krasnodar Krai - Economy and Tourism

There are reserves of oil, natural gas, iodine-bromine water, marble, limestone, sandstone, gravel, silica sand, iron ore, rock salt, mercury, gypsum, gold. Krasnodar krai is Russia’s oldest oil producing region (since 1865).

The local economy is based on the industrial, construction, fuel and energy, agriculture, transport, resort and recreational, tourist sectors.

The seaports of the Krasnodar region provide direct access, through the Azov and the Black Seas, to international trade routes and handle more than 35% of foreign trade and transit cargoes of all Russian seaports. The air gateway of the region is Krasnodar International Airport (Pashkovsky Airport) - one of the largest airports in Russia.

Tourism is an important sector of the economy of Krasnodar krai. It is actively developing on the coast of the Black and Azov Seas, as well as in mountain and steppe districts of the region. The main centers of tourism are the resorts of federal significance (Sochi, Gelendzhik and Anapa) and the resorts of regional significance (Yeisk, Goryachiy Klyuch and Tuapse district).

Due to a combination of favorable climatic conditions, availability of mineral waters and curative mud, Krasnodar krai is the most popular resort and tourist region of Russia and in fact the only one in Russia seaside spa and recreational center.

Krasnodar krai of Russia photos

Krasnodar krai scenery.

Cretaceous rocks in Krasnodar Krai

Cretaceous rocks in Krasnodar Krai

Steep cliffs on the coast in the Krasnodar region

Steep cliffs on the coast in the Krasnodar region

Author: Aleksey Kleymenov

Country road in Krasnodar Krai

Country road in Krasnodar Krai

Author: Nikola Mitinskiy

Pictures of Krasnodar Krai

Memorial Field of Cossack glory in Kushchevskaya village in Krasnodar Krai

Memorial Field of Cossack glory in Kushchevskaya village in Krasnodar Krai

Author: Sergey Timofeev

Jet fighter monument in the Krasnodar region

Jet fighter monument in the Krasnodar region

Author: Konstantin Seryshev

Village in Krasnodar Krai

Village in Krasnodar Krai

Author: Alena Amplieva

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Krasnodar Krai and Adygea

deed of assignment of management rights

  • 2 Other destinations
  • 3.1 Krasnodar Krai
  • 5.1 Krasnodar Krai
  • 6 Get around
  • 10.1 Krasnodar Krai
  • 10.2 Adygea
  • 11 Stay safe

<a href=\"https://tools.wmflabs.org/wikivoyage/w/poi2gpx.php?print=gpx&amp;lang=en&amp;name=Krasnodar_Krai_and_Adygea\" title=\"Download GPX file for this article\" data-parsoid=\"{}\"><img alt=\"Download GPX file for this article\" resource=\"./File:GPX_Document_rev3-20x20.png\" src=\"//upload.wikimedia.org/wikipedia/commons/f/f7/GPX_Document_rev3-20x20.png\" decoding=\"async\" data-file-width=\"20\" data-file-height=\"20\" data-file-type=\"bitmap\" height=\"20\" width=\"20\" class=\"mw-file-element\" data-parsoid='{\"a\":{\"resource\":\"./File:GPX_Document_rev3-20x20.png\",\"height\":\"20\",\"width\":\"20\"},\"sa\":{\"resource\":\"File:GPX Document rev3-20x20.png\"}}'/></a></span>"}'/> Krasnodar Krai is a region in Southern Russia , bordering Crimea to the west (across the narrow Strait of Kerch), Rostov Oblast to the north, Stavropol Krai to the east, and Georgia and Karachay-Cherkessia to the south.

Adygea , officially the Republic of Adygea , is an autonomous region in Southern Russia completely enclaved within Krasnodar Krai. Adygea is ethnically distinct, as Circassians are about 25% of the population while ethnic Russians represent 60% of it. However, for geographic reasons, we cover this republic along with Krasnodar Krai. Krasnodar Krai offers travelers Russia's premiere beach resorts as well as some of Europe's tallest mountains in its Caucasian south.

Map

  • 45.033333 38.983333 1 Krasnodar — capital and principal city of Krasnodar Krai
  • 44.6 40.083333 2 Maykop - the capital of Adygea and its biggest city
  • 43.428889 39.923889 3 Adler
  • 44.894444 37.316667 4 Anapa — an ancient Pontic Greek port, now a small, family-friendly Russian beach resort town
  • 44.560833 38.076667 5 Gelendzhik — small beach town east of Novorossiysk
  • 44.716667 37.766667 6 Novorossiysk — Russia's main Black Sea port, a must for World War II buffs, but it also has some nice sandy beaches
  • 43.585278 39.720278 7 Sochi — a big resort city located in a simply beautiful area, where Russians come for fun in the sun (and in the nightclubs!)
  • 44.1 39.083333 8 Tuapse

Other destinations

  • 43.678611 40.205278 2 Krasnaya Polyana — a Western Caucasus ski resort and personal favourite destination of President Putin
  • Sochinsky National Park

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Failures Forecast on Overhead Lines from Wind Loads in the Krasnodar Krai of Russia

  • Conference paper
  • First Online: 10 February 2024
  • Cite this conference paper

deed of assignment of management rights

  • Oleg Loktionov   ORCID: orcid.org/0000-0002-4669-8729 12 &
  • Olga Kondrateva   ORCID: orcid.org/0000-0002-5462-3612 12  

Part of the book series: Lecture Notes in Networks and Systems ((LNNS,volume 733))

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  • International Scientific Conference Fundamental and Applied Scientific Research in the Development of Agriculture in the Far East

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The need to consider the climatic loads is directly related to the maintenance and development of the power industry infrastructure and ensuring energy security, and the vulnerability of the electric grid complex to climate manifestations is due to a significant amount of infrastructure affected by meteorological factors. The aim of the study is to forecasting the number of accidents on the overhead lines of PJSC “Rosseti Kuban” in Krasnodar Krai for various wind speeds for the period up to 2030. It was carried out a detailed analysis of the technological failures causes on overhead lines in the selected area and was estimated the distribution of accidents associated with wind exposure for various voltage classes.It was determined the number of phenomena with a maximum wind speed averaged over a 10-min time interval by classes corresponding to the Beaufort scale and were formed forecast estimates until 2030. A mathematical model has been developed for estimating the uptime probability of overhead lines depending on the exposure level of wind speed based on the lognormal distribution function, which is used to determine the forecast values of the number of accidents. The obtained results can be used to form recommendations for the implementation of organizational and technical measures to prevention and increase the stability of the electric grid complex. The developed methodological approach is significant, both for individual regions of Russia and for all electric grid companies, for the introduction of critical infrastructure facilities into climate adaptation plans.

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Acknowledgements

This work was supported by the Russian Science Foundation (project No. 22-79-00042).

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National Research University “Moscow Power Engineering Institute”, 14, Krasnokazaramennaya Street, Moscow, 111250, Russia

Oleg Loktionov & Olga Kondrateva

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University of Chinese Academy of Sciences, Beijing, China

Khasanov Sayidjakhon Zokirjon ugli

Far Eastern State Agrarian University, Blagoveshchensk, Russia

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Svetlana Ignateva

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Loktionov, O., Kondrateva, O. (2024). Failures Forecast on Overhead Lines from Wind Loads in the Krasnodar Krai of Russia. In: Zokirjon ugli, K.S., Muratov, A., Ignateva, S. (eds) Fundamental and Applied Scientific Research in the Development of Agriculture in the Far East (AFE-2022). AFE 2023. Lecture Notes in Networks and Systems, vol 733. Springer, Cham. https://doi.org/10.1007/978-3-031-37978-9_45

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IMAGES

  1. DEED OF ASSIGNMENT AND TRANSFER OF RIGHTS

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    Due to the fact that overhead lines are ground structures, wind has a significant impact on their performance. The wind creates an additional transverse load, which increases the tension of the wires and leads to the appearance of bending forces on the wires [6, 7].In addition to the static load on the line elements, fluctuations of various nature often occur, which are usually classified into ...