Assignment Of Subcontract Agreement for Canada

Assignment Of Subcontract Agreement Template for Canada

This document facilitates the legal transfer of rights and obligations under an existing subcontract from one party (the assignor) to another party (the assignee) in the Canadian jurisdiction. The agreement ensures compliance with Canadian contract law and provincial construction regulations, addressing key aspects such as transfer of responsibilities, warranties, payment provisions, and necessary consents. It includes provisions for both present and future obligations, handling of outstanding payments, and may incorporate specific provincial requirements depending on the project location. The document is particularly crucial in construction and infrastructure projects where subcontractor changes need to be managed without disrupting project progress.

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What is a Assignment Of Subcontract Agreement?

The Assignment Of Subcontract Agreement is a critical legal instrument used when a subcontractor needs to transfer their contractual rights and obligations to another party. This situation commonly arises in Canadian construction and infrastructure projects due to various circumstances such as business restructuring, capacity issues, or strategic realignment. The document, governed by Canadian federal and provincial laws, must carefully address the transfer of both rights and obligations, ensure proper consents are obtained, and maintain the integrity of the original contract's terms. It requires careful consideration of provincial construction lien legislation, security requirements, and specific project needs. The agreement typically includes detailed provisions for payment arrangements, warranties, and ongoing liabilities, making it essential for complex projects where subcontractor changes must be managed without disrupting project execution.

What sections should be included in a Assignment Of Subcontract Agreement?

1. Parties: Identifies the original contractor, original subcontractor (assignor), and new subcontractor (assignee)

2. Background: Outlines the existing subcontract, the reason for assignment, and confirms the parties' intention to effect the assignment

3. Definitions: Defines key terms used throughout the agreement, including 'Original Subcontract', 'Assignment Date', and 'Project'

4. Assignment: Core clause that effects the transfer of rights and obligations from the assignor to the assignee

5. Consent of Original Contractor: Documents the original contractor's agreement to the assignment

6. Effective Date: Specifies when the assignment takes effect

7. Assignor's Warranties: Warranties regarding the subcontract status, absence of defaults, and authority to assign

8. Assignee's Covenants: New subcontractor's commitments to perform the subcontract obligations

9. Release of Assignor: Terms regarding the original subcontractor's release from future obligations

10. Payment Provisions: Handling of payments, including outstanding amounts and future payments

11. Governing Law: Specifies the jurisdiction governing the agreement

12. Execution: Signature blocks and execution requirements

What sections are optional to include in a Assignment Of Subcontract Agreement?

1. Transitional Provisions: Used when there needs to be a handover period between the original and new subcontractor

2. Retained Liabilities: Include when the assignor retains certain liabilities or obligations

3. Security Arrangements: Required when there are bonds, guarantees, or other security arrangements to be transferred or replaced

4. Intellectual Property: Include when the subcontract involves significant IP rights that need specific handling

5. Employee Matters: Used when employees are being transferred as part of the assignment

6. Insurance Provisions: Include when specific insurance arrangements need to be addressed

7. Dispute Resolution: Optional detailed dispute resolution procedures beyond standard court jurisdiction

8. Confidentiality: Include when there are specific confidentiality requirements beyond standard business practice

What schedules should be included in a Assignment Of Subcontract Agreement?

1. Original Subcontract: Copy of the subcontract being assigned

2. Project Details: Detailed description of the project and work scope

3. Outstanding Payments Schedule: List of any pending payments or financial obligations

4. Required Consents: Copies of all required third-party consents

5. Transferred Assets: Inventory of any physical assets being transferred

6. Performance Securities: Details of bonds, guarantees, or other security arrangements

7. Contact Information: Key contact details for all parties post-assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Construction

Engineering

Infrastructure

Mining

Oil and Gas

Real Estate Development

Manufacturing

Telecommunications

Energy

Industrial Services

Relevant Teams

Legal

Operations

Project Management

Commercial

Procurement

Risk Management

Finance

Compliance

Business Development

Construction Management

Relevant Roles

Project Manager

Contract Administrator

Legal Counsel

Construction Manager

Operations Director

Commercial Manager

Risk Manager

Procurement Manager

Chief Financial Officer

Project Director

Site Superintendent

Compliance Officer

General Counsel

Business Development Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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