DEED OF ASSIGNMENT OF CONTRACT CONTENTS
THIS DEED is dated [DATE]
(1) FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Assignor).
(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Assignee).
1.1. The Assignor assigns all its rights, title, interest, and benefit in and to the Contract to the Assignee with effect from the Effective Date.
1.2. The Assignee agrees to perform all the Assignor's obligations under the Contract from the Effective Date.
2.1. The Assignee shall indemnify the Assignor against all liabilities, costs, expenses, damages and losses that the Assignor suffers or incurs under or in connection with the Contract after the Effective Date [as a result of the Assignee's failure to perform or satisfy the obligations it assumes under this deed] [, except to the extent that such losses, damages or costs arise as a result of the Assignor's failure to perform or satisfy its obligations under the Contract before that date].
2.2. [Subject to the Assignee providing security to the Assignor [to the Assignor's reasonable satisfaction] against any claim, liability, costs, expenses, damages or losses which may be incurred, the OR The] Assignor shall take such action as the Assignee may reasonably request to avoid, dispute, compromise or defend any claim, action or proceedings brought under or in connection with the Contract after the Effective Date.
Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may reasonably be required to give full effect to this deed.
This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
The parties irrevocably agree that the courts of Vietnam have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims).
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.