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What Is an Assignment of Contract?

Assignment of Contract Explained

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

Learn more about assignment of contract and how it works.

What Is Assignment of Contract?

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

How Does Assignment of Contract Work?

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

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

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

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

What Does Assignment of Contract Cover?

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

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

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

Assigning Intellectual Property

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

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

Alternatives to Assignment of Contract

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

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

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

Do I Need an Assignment of Contract?

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

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

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

Key Takeaways

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

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

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

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

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

• assignments basic law

Assignments: The Basic Law

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

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

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

Basic Definitions and Concepts:

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

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

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

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

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

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

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

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

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

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

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

Novation Compared to Assignment:

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

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

Equitable Assignments:

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

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

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

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

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

Enforceability of Assignments:

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

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

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

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

Assignment of Contractual Rights:

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

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

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

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

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

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

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

Noncompete Clauses and Assignments:

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

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

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

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

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

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

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

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

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

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

Conclusion:

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

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

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

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Assignment of Lease: How It Works and Parties Involved

Jump to section, what is an assignment of lease.

The assignment of lease is a title document that transfers all rights possessed by a lessee or tenant to a property to another party. The assignee takes the assignor’s place in the landlord-tenant relationship.

You can view an example of a lease assignment here .

How Lease Assignment Works

In cases where a tenant wants to or needs to get out of their lease before it expires, lease assignment provides a legal option to assign or transfer rights of the lease to someone else. For instance, if in a commercial lease a business leases a place for 12 months but the business moves or shuts down after 10 months, the person can transfer the lease to someone else through an assignment of the lease. In this case, they will not have to pay rent for the last two months as the new assigned tenant will be responsible for that.

However, before the original tenant can be released of any responsibilities associated with the lease, other requirements need to be satisfied. The landlord needs to consent to the lease transfer through a “License to Assign” document. It is crucial to complete this document before moving on to the assignment of lease as the landlord may refuse to approve the assignment.

Difference Between Assignment of Lease and Subletting

A transfer of the remaining interest in a lease, also known as assignment, is possible when implied rights to assign exist. Some leases do not allow assignment or sharing of possessions or property under a lease. An assignment ensures the complete transfer of the rights to the property from one tenant to another.

The assignor is no longer responsible for rent or utilities and other costs that they might have had under the lease. Here, the assignee becomes the tenant and takes over all responsibilities such as rent. However, unless the assignee is released of all liabilities by the landlord, they remain responsible if the new tenant defaults.

A sublease is a new lease agreement between the tenant (or the sublessor) and a third-party (or the sublessee) for a portion of the lease. The original lease agreement between the landlord and the sublessor (or original tenant) still remains in place. The original tenant still remains responsible for all duties set under the lease.

Here are some key differences between subletting and assigning a lease:

• Under a sublease, the original lease agreement still remains in place.
• The original tenant retains all responsibilities under a sublease agreement.
• A sublease can be for less than all of the property, such as for a room, general area, portion of the leased premises, etc.
• Subleasing can be for a portion of the lease term. For instance, a tenant can sublease the property for a month and then retain it after the third-party completes their month-long sublet.
• Since the sublease agreement is between the tenant and the third-party, rent is often negotiable, based on the term of the sublease and other circumstances.
• The third-party in a sublease agreement does not have a direct relationship with the landlord.
• The subtenant will need to seek consent of both the tenant and the landlord to make any repairs or changes to the property during their sublease.

Here is more on an assignment of lease here .

Benjamin W.

Parties Involved in Lease Assignment

There are three parties involved in a lease assignment – the landlord or owner of the property, the assignor and the assignee. The original lease agreement is between the landlord and the tenant, or the assignor. The lease agreement outlines the duties and responsibilities of both parties when it comes to renting the property. Now, when the tenant decides to assign the lease to a third-party, the third-party is known as the assignee. The assignee takes on the responsibilities laid under the original lease agreement between the assignor and the landlord. The landlord must consent to the assignment of the lease prior to the assignment.

For example, Jake is renting a commercial property for his business from Paul for two years beginning January 2013 up until January 2015. In January 2014, Jake suffers a financial crisis and has to close down his business to move to a different city. Jake doesn’t want to continue paying rent on the property as he will not be using it for a year left of the lease. Jake’s friend, John would soon be turning his digital business into a brick-and-mortar store. John has been looking for a space to kick start his venture. Jake can assign his space for the rest of the lease term to John through an assignment of lease. Jake will need to seek the approval of his landlord and then begin the assignment process. Here, Jake will be the assignor who transfers all his lease related duties and responsibilities to John, who will be the assignee.

You can read more on lease agreements here .

Image via Pexels by RODNAE

Assignment of Lease From Seller to Buyer

In case of a residential property, a landlord can assign his leases to the new buyer of the building. The landlord will assign the right to collect rent to the buyer. This will allow the buyer to collect any and all rent from existing tenants in that property. This assignment can also include the assignment of security deposits, if the parties agree to it. This type of assignment provides protection to the buyer so they can collect rent on the property.

The assignment of a lease from the seller to a buyer also requires that all tenants are made aware of the sale of the property. The buyer-seller should give proper notice to the tenants along with a notice of assignment of lease signed by both the buyer and the seller. Tenants should also be informed about the contact information of the new landlord and the payment methods to be used to pay rent to the new landlord.

You can read more on buyer-seller lease assignments here .

Get Help with an Assignment of Lease

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

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Assignment of Lease

Contract to lease land from a church?

I’m planning on leasing land from a church. Putting a gym on the property. And leasing it back to the school.

Ok; first step is that you will need a leasing contract with the church. Ask them to prepare one for you so you would just need an attorney to review the agreement and that should cost less than if you had to be the party to pay a lawyer to draft it from scratch. You need to ensure that the purpose of the lease is clearly stated - that you plan to put a gym on the land so that there are no issues if the church leadership changes. Step 2 - you will need a lease agreement with the school that your leasing it do (hopefully one that is similar to the original one your received from the church). Again, please ensure that all the terms that you discuss and agree to are in the document; including length of time, price and how to resolve disputes if you have one. I hope this is helpful. If you would like me to assist you further, you can contact me on Contracts Counsel and we can discuss a fee for my services. Regards, Donya Ramsay (Gordon)

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Assignment of Benefits: What It Is, and How It Can Affect your Property Insurance Claim

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What is an Assignment of Benefits?

In the context of insured property claims, an assignment of benefits (AOB) is an agreement between you and a contractor in which you give the contractor your right to insurance payments for a specific scope of work .  In exchange, the contractor agrees that it will not seek payment from you for that scope of work, except for the amount of any applicable deductible.  In other words, you give part of your insurance claim to your contractor, and your contractor agrees not to collect from you for part of its work.

The most important thing to know about an assignment of benefits is that it puts your contractor in control your claim , at least for their scope of work.  Losing that control can significantly affect the direction and outcome of your claim, so you should fully understand the implications of an AOB (sometimes called an assignment of claims or AOC) before signing one.

How Does an Assignment of Benefits Work in Practice? 

Let’s say you’re an insured homeowner, and Hurricane Ian significantly damaged your roof.  Let’s also assume your homeowner’s policy covers that damage.  A roofer, after inspecting your roof and reviewing your insurance policy, might conclude that your insurer is probably going to pay for a roof replacement under your insurance policy.  The only problem is that it’s early in the recovery process, and your insurer hasn’t yet stated whether it will pay for the roof replacement proposed by your contractor. So if you want your roof replaced now, you would ordinarily agree to pay your roofer for the replacement, and wait in hopes that your insurer reimburses you for the work.  This means that if your insurance company refuses to pay or drags out payment, you’re on the hook to your roofer for the cost of the replacement.

As an alternative to agreeing to pay your roofer for the full cost of the work, you could sign an assignment of benefits for the roof replacement.  In this scenario, your roofer owns the part of your insurance claim that pertains to the roof replacement.  You might have to pay your roofer for the amount of your deductible, but you probably don’t have to pay them for the rest of the cost of the work.  And if your insurance company refuses to pay or drags out payment for the roof replacement, it’s your roofer, and not you, who would be on the hook for that shortfall.

So should you sign an AOB?  Not necessarily.  Read below to understand the pros and cons of an assignment of benefits.

Are There any Downsides to Signing an Assignment of Benefits?

Yes.  

You lose control of your claim . This is the most important factor to understand when considering whether to sign an AOB.  An AOB is a formal assignment of your legal rights to payment under your insurance contract.  Unless you’re able to cancel the AOB, your contractor will have full control over your claim as it relates to their work. 

To explain why that control could matter, let’s go back to the roof replacement example.  When you signed the AOB, the scope of work you agreed on was to replace the roof.  But you’re not a roofing expert, so you don’t know whether the costs charged or the materials used by the roofer in its statement of work are industry appropriate or not.  In most cases, they probably are appropriate, and there’s no problem.  But if they’re not – if, for instance, the roofer’s prices are unreasonably high – then the insurer may not approve coverage for the replacement.  At that point, the roofer could lower its prices so the insurer approves the work, but it doesn’t have to, because it controls the claim .  Instead it could hold up work and threaten to sue your insurer unless it approves the work at the originally proposed price.  Now the entire project is insnared in litigation, leaving you in a tough spot with your insurer for your other claims and, most importantly, with an old leaky roof.

Misunderstanding the Scope of Work.   Another issue that can arise is that you don’t understand the scope of the assignment of benefits.  Contractor estimates and scopes of work are often highly technical documents that can be long on detail but short on clarity.  Contractors are experts at reading and writing them.  You are not.  That difference matters because the extent of your assignment of benefits is based on that technical, difficult-to-understand scope of work.  This can lead to situations where your understanding of what you’re authorizing the contractor to do is very different from what you’ve actually authorized in the AOB agreement.

In many cases, it’s not necessary .   Many contractors will work with you and your insurer to provide a detailed estimate of their work, and will not begin that work until your insurer has approved coverage for it.  This arrangement significantly reduces the risk of you being on the hook for uninsured repairs, without creating any of the potential problems that can occur when you give away your rights to your claim.

Do I have to sign an Assignment of Benefits?

No.  You are absolutely not required to sign an AOB if you do not want to. 

Are There any Benefits to Signing an Assignment of Benefits?

Potentially, but only if you’ve fully vetted your contractor and your claim involves complicated and technical construction issues that you don’t want to deal with. 

First, you must do your homework to fully vet your contractor!  Do not just take their word for it or be duped by slick ads.  Read reviews, understand their certificate of insurance, know where they’re located, and, if possible, ask for and talk to references.  If you’ve determined that the contractor is highly competent at the work they do, is fully insured, and has a good reputation with customers, then that reduces the risk that they’ll abuse their rights to your claim.

Second, if your claim involves complicated reconstruction issues, a reputable contractor may be well equipped to handle the claim and move it forward.  If you don’t want to deal with the hassle of handling a complicated claim like this, and you know you have a good contractor, one way to get rid of that hassle is an AOB.

Another way to get rid of the hassle is to try Claimly, the all-in-one claims handling tool that get you results but keeps you in control of your claim.  

Can my insurance policy restrict the use of AOBs?

Yes, it’s possible that your Florida insurance policy restricts the use of AOBs, but only if all of the following criteria are met:

• When you selected your coverage, your insurer offered you a different policy with the same coverage, only it did not restrict the right to sign an AOB.
• Your insurer made the restricted policy available at a lower cost than the unrestricted policy.
• If the policy completely prohibits AOBs, then it was made available at a lower cost than any policy partially prohibiting AOBs.
• The policy includes on its face the following notice in 18-point uppercase and boldfaced type:

THIS POLICY DOES NOT ALLOW THE UNRESTRICTED ASSIGNMENT OF POST-LOSS INSURANCE BENEFITS. BY SELECTING THIS POLICY, YOU WAIVE YOUR RIGHT TO FREELY ASSIGN OR TRANSFER THE POST-LOSS PROPERTY INSURANCE BENEFITS AVAILABLE UNDER THIS POLICY TO A THIRD PARTY OR TO OTHERWISE FREELY ENTER INTO AN ASSIGNMENT AGREEMENT AS THE TERM IS DEFINED IN SECTION 627.7153 OF THE FLORIDA STATUTES.

627.7153. 

Pro Tip : If you have an electronic copy of your complete insurance policy (not just the declaration page), then search for “policy does not allow the unrestricted assignment” or another phrase from the required language above to see if your policy restricts an AOB.  If your policy doesn’t contain this required language, it probably doesn’t restrict AOBs.

Do I have any rights or protections concerning Assignments of Benefits?

Yes, you do.  Florida recently enacted laws that protect consumers when dealing with an AOB.

Protections in the AOB Contract

To be enforceable, a Assignments of Benefits must meet all of the following requirements:

• Be in writing and executed by and between you and the contractor.
• Contain a provision that allows you to cancel the assignment agreement without a penalty or fee by submitting a written notice of cancellation signed by the you to the assignee:
• at least 30 days after the date work on the property is scheduled to commence if the assignee has not substantially performed, or
• at least 30 days after the execution of the agreement if the agreement does not contain a commencement date and the assignee has not begun substantial work on the property.
• Contain a provision requiring the assignee to provide a copy of the executed assignment agreement to the insurer within 3 business days after the date on which the assignment agreement is executed or the date on which work begins, whichever is earlier.
• Contain a written, itemized, per-unit cost estimate of the services to be performed by the assignee .
• Relate only to work to be performed by the assignee for services to protect, repair, restore, or replace a dwelling or structure or to mitigate against further damage to such property.
• Contain the following notice in 18-point uppercase and boldfaced type:

YOU ARE AGREEING TO GIVE UP CERTAIN RIGHTS YOU HAVE UNDER YOUR INSURANCE POLICY TO A THIRD PARTY, WHICH MAY RESULT IN LITIGATION AGAINST YOUR INSURER. PLEASE READ AND UNDERSTAND THIS DOCUMENT BEFORE SIGNING IT. YOU HAVE THE RIGHT TO CANCEL THIS AGREEMENT WITHOUT PENALTY WITHIN 14 DAYS AFTER THE DATE THIS AGREEMENT IS EXECUTED, AT LEAST 30 DAYS AFTER THE DATE WORK ON THE PROPERTY IS SCHEDULED TO COMMENCE IF THE ASSIGNEE HAS NOT SUBSTANTIALLY PERFORMED, OR AT LEAST 30 DAYS AFTER THE EXECUTION OF THE AGREEMENT IF THE AGREEMENT DOES NOT CONTAIN A COMMENCEMENT DATE AND THE ASSIGNEE HAS NOT BEGUN SUBSTANTIAL WORK ON THE PROPERTY. HOWEVER, YOU ARE OBLIGATED FOR PAYMENT OF ANY CONTRACTED WORK PERFORMED BEFORE THE AGREEMENT IS RESCINDED. THIS AGREEMENT DOES NOT CHANGE YOUR OBLIGATION TO PERFORM THE DUTIES REQUIRED UNDER YOUR PROPERTY INSURANCE POLICY.

• Contain a provision requiring the assignee to indemnify and hold harmless the assignor from all liabilities, damages, losses, and costs, including, but not limited to, attorney fees.

Contractor Duties

Under Florida law, a contractor (or anyone else) receiving rights to a claim under an AOB:

• Must provide you with accurate and up-to-date revised estimates of the scope of work to be performed as supplemental or additional repairs are required.
• Must perform the work in accordance with accepted industry standards.
• May not seek payment from you exceeding the applicable deductible under the policy unless asked the contractor to perform additional work at the your own expense.
• Must, as a condition precedent to filing suit under the policy, and, if required by the insurer, submit to examinations under oath and recorded statements conducted by the insurer or the insurer’s representative that are reasonably necessary, based on the scope of the work and the complexity of the claim, which examinations and recorded statements must be limited to matters related to the services provided, the cost of the services, and the assignment agreement.
• Must, as a condition precedent to filing suit under the policy, and, if required by the insurer, participate in appraisal or other alternative dispute resolution methods in accordance with the terms of the policy.
• If the contractor is making emergency repairs, the assignment of benefits cannot exceed the greater of $3,000 or 1% of your Coverage A limit.

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Meaning of assignment in English

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• It was a plum assignment - more of a vacation really.
• He took this award-winning photograph while on assignment in the Middle East .
• His two-year assignment to the Mexico office starts in September .
• She first visited Norway on assignment for the winter Olympics ten years ago.
• He fell in love with the area after being there on assignment for National Geographic in the 1950s.
• act as something
• all work and no play (makes Jack a dull boy) idiom
• be at work idiom
• be in work idiom
• housekeeping
• in the line of duty idiom
• join duty idiom
• undertaking

You can also find related words, phrases, and synonyms in the topics:

assignment | Intermediate English

Assignment | business english, examples of assignment, collocations with assignment.

These are words often used in combination with assignment .

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Translations of assignment

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a toy made from cloth and filled with a soft material so that it is pleasant to hold, often in the form of an animal

Like a bull in a china shop: talking about people who are clumsy

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Synonyms of assignment

• as in lesson
• as in appointment
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Thesaurus Definition of assignment

Synonyms & Similar Words

• responsibility
• undertaking
• requirement
• designation
• appointment
• authorization
• installment
• installation
• destination
• emplacement
• investiture
• singling (out)

Antonyms & Near Antonyms

• dethronement

Synonym Chooser

How does the noun assignment contrast with its synonyms?

Some common synonyms of assignment are chore , duty , job , stint , and task . While all these words mean "a piece of work to be done," assignment implies a definite limited task assigned by one in authority.

When is it sensible to use chore instead of assignment ?

While the synonyms chore and assignment are close in meaning, chore implies a minor routine activity necessary for maintaining a household or farm.

When is duty a more appropriate choice than assignment ?

Although the words duty and assignment have much in common, duty implies an obligation to perform or responsibility for performance.

When might job be a better fit than assignment ?

The synonyms job and assignment are sometimes interchangeable, but job applies to a piece of work voluntarily performed; it may sometimes suggest difficulty or importance.

When could stint be used to replace assignment ?

In some situations, the words stint and assignment are roughly equivalent. However, stint implies a carefully allotted or measured quantity of assigned work or service.

When can task be used instead of assignment ?

The meanings of task and assignment largely overlap; however, task implies work imposed by a person in authority or an employer or by circumstance.

Examples of assignment in a Sentence

These examples are programmatically compiled from various online sources to illustrate current usage of the word 'assignment.' Any opinions expressed in the examples do not represent those of Merriam-Webster or its editors. Send us feedback about these examples.

Thesaurus Entries Near assignment

assignments

Cite this Entry

“Assignment.” Merriam-Webster.com Thesaurus , Merriam-Webster, https://www.merriam-webster.com/thesaurus/assignment. Accessed 10 Sep. 2024.

More from Merriam-Webster on assignment

Nglish: Translation of assignment for Spanish Speakers

Britannica English: Translation of assignment for Arabic Speakers

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Other forms: assignments

Whether you’re an international spy with a new mission or a high school student with math homework — when you get an assignment , you’d better do it! An assignment is a task that someone in authority has asked you to do.

The word assignment is just the noun form of the common verb assign , which you use when you want to give someone a duty or a job. When you assign something, that something is called an assignment . The word can also refer to the act of distributing something. If you are distributing new office furniture at work, you might say, “ Assignment of the new chairs will begin tomorrow.”

• noun an undertaking that you have been assigned to do (as by an instructor) see more see less types: show 6 types... hide 6 types... school assignment , schoolwork a school task performed by a student to satisfy the teacher writing assignment , written assignment an assignment to write something classroom project a school task requiring considerable effort classwork the part of a student's work that is done in the classroom homework , prep , preparation preparatory school work done outside school (especially at home) lesson a task assigned for individual study type of: labor , project , task , undertaking any piece of work that is undertaken or attempted
• noun a duty that you are assigned to perform (especially in the armed forces) “a hazardous assignment ” synonyms: duty assignment see more see less types: show 10 types... hide 10 types... guard , guard duty , sentry duty , sentry go the duty of serving as a sentry fatigue , fatigue duty labor of a nonmilitary kind done by soldiers (cleaning or digging or draining or so on) charge , commission , mission a special assignment that is given to a person or group reassignment assignment to a different duty sea-duty , service abroad , shipboard duty naval service aboard a ship at sea shore duty naval service at land bases fool's errand a fruitless mission mission impossible an extremely dangerous or difficult mission martyr operation , sacrifice operation , suicide mission killing or injuring others while annihilating yourself; usually accomplished with a bomb secondment the detachment of a person from their regular organization for temporary assignment elsewhere type of: duty work that you are obliged to perform for moral or legal reasons
• noun the act of putting a person into a non-elective position synonyms: appointment , designation , naming see more see less types: show 6 types... hide 6 types... nomination the act of officially naming a candidate co-optation , co-option the act of appointing summarily (with or without the appointee's consent) delegacy the appointment of a delegate ordinance , ordination the act of ordaining; the act of conferring (or receiving) holy orders recognition designation by the chair granting a person the right to speak in a deliberative body laying on of hands laying hands on a person's head to invoke spiritual blessing in Christian ordination type of: conclusion , decision , determination the act of making up your mind about something
• noun the act of distributing something to designated places or persons “the first task is the assignment of an address to each datum” synonyms: assigning see more see less types: allocation , storage allocation (computer science) the assignment of particular areas of a magnetic disk to particular data or instructions type of: distribution the act of distributing or spreading or apportioning
• noun (law) a transfer of property by deed of conveyance synonyms: grant see more see less types: apanage , appanage a grant (by a sovereign or a legislative body) of resources to maintain a dependent member of a ruling family land grant a grant of public land (as to a railway or college) type of: transferred possession , transferred property a possession whose ownership changes or lapses
• noun the instrument by which a claim or right or interest or property is transferred from one person to another see more see less type of: instrument , legal document , legal instrument , official document (law) a document that states some contractual relationship or grants some right

Vocabulary lists containing assignment

The Dawes Act, or General Allotment Act of 1887, was a law that allowed the U.S. government to take Native American tribal lands and divide them into 40 acre lots for individual Native Americans. The goal was to break up communal tribal lands and speed the assimilation of Native Americans into American society. The Dawes Act caused great suffering with much of the land winding up in the hands of white settlers.

Learn these words from the autobiography by David Lubar (Inside: Level B, Unit 4). Here are our links to the selections of "Every Body Is a Winner": The Human Machine; My Fabulous Footprint , The Beat Goes On; All Pumped Up , Two Left Feet, Two Left Hands , How Coach Told Me; Bionics Here are our links to the units of Level B: Unit 1 , Unit 2 , Unit 3 , Unit 4 , Unit 5 , Unit 6 , Unit 7 , Unit 8 Here are our links to the Inside books: Level A , Level B , Level C Here is our link to a list of academic vocabulary for Inside: Academic Vocabulary

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Assignment of Accounts Receivable: Meaning, Considerations

Adam Hayes, Ph.D., CFA, is a financial writer with 15+ years Wall Street experience as a derivatives trader. Besides his extensive derivative trading expertise, Adam is an expert in economics and behavioral finance. Adam received his master's in economics from The New School for Social Research and his Ph.D. from the University of Wisconsin-Madison in sociology. He is a CFA charterholder as well as holding FINRA Series 7, 55 & 63 licenses. He currently researches and teaches economic sociology and the social studies of finance at the Hebrew University in Jerusalem.

Charlene Rhinehart is a CPA , CFE, chair of an Illinois CPA Society committee, and has a degree in accounting and finance from DePaul University.

Investopedia / Jiaqi Zhou

What Is Assignment of Accounts Receivable?

Assignment of accounts receivable is a lending agreement whereby the borrower assigns accounts receivable to the lending institution. In exchange for this assignment of accounts receivable, the borrower receives a loan for a percentage, which could be as high as 100%, of the accounts receivable.

The borrower pays interest, a service charge on the loan, and the assigned receivables serve as collateral. If the borrower fails to repay the loan, the agreement allows the lender to collect the assigned receivables.

Key Takeaways

• Assignment of accounts receivable is a method of debt financing whereby the lender takes over the borrowing company's receivables.
• This form of alternative financing is often seen as less desirable, as it can be quite costly to the borrower, with APRs as high as 100% annualized.
• Usually, new and rapidly growing firms or those that cannot find traditional financing elsewhere will seek this method.
• Accounts receivable are considered to be liquid assets.
• If a borrower doesn't repay their loan, the assignment of accounts agreement protects the lender.

Understanding Assignment of Accounts Receivable

With an assignment of accounts receivable, the borrower retains ownership of the assigned receivables and therefore retains the risk that some accounts receivable will not be repaid. In this case, the lending institution may demand payment directly from the borrower. This arrangement is called an "assignment of accounts receivable with recourse." Assignment of accounts receivable should not be confused with pledging or with accounts receivable financing .

An assignment of accounts receivable has been typically more expensive than other forms of borrowing. Often, companies that use it are unable to obtain less costly options. Sometimes it is used by companies that are growing rapidly or otherwise have too little cash on hand to fund their operations.

New startups in Fintech, like C2FO, are addressing this segment of the supply chain finance by creating marketplaces for account receivables. Liduidx is another Fintech company providing solutions through digitization of this process and connecting funding providers.

Financiers may be willing to structure accounts receivable financing agreements in different ways with various potential provisions.​

Special Considerations

Accounts receivable (AR, or simply "receivables") refer to a firm's outstanding balances of invoices billed to customers that haven't been paid yet. Accounts receivables are reported on a company’s balance sheet as an asset, usually a current asset with invoice payments due within one year.

Accounts receivable are considered to be a relatively liquid asset . As such, these funds due are of potential value for lenders and financiers. Some companies may see their accounts receivable as a burden since they are expected to be paid but require collections and cannot be converted to cash immediately. As such, accounts receivable assignment may be attractive to certain firms.

The process of assignment of accounts receivable, along with other forms of financing, is often known as factoring, and the companies that focus on it may be called factoring companies. Factoring companies will usually focus substantially on the business of accounts receivable financing, but factoring, in general, a product of any financier.

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Definition of assignment noun from the Oxford Advanced Learner's Dictionary

• Students are required to complete all homework assignments.
• You will need to complete three written assignments per semester.
• a business/special assignment
• I had set myself a tough assignment.
• on an assignment She is in Greece on an assignment for one of the Sunday newspapers.
• on assignment one of our reporters on assignment in China
• The students handed in their assignments.
• The teacher gave us an assignment on pollution.
• Why did you take on this assignment if you're so busy?
• He refused to accept the assignment.
• assignment on

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• his assignment to other duties in the same company
• on assignment

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What is the CIIA agreement? The ultimate guide to CIIAAs every business needs to read

Jenny Pak Director of Program Management at PandaDoc

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When you’re running a business or large organization, there will often be times when you feel the need to safeguard your confidential information and intellectual property.

While standard contracts such as NDAs can be useful, they often aren’t watertight enough for many businesses.

That’s where a CIIA agreement comes in.

If you’re wondering what a CIIA agreement is, you wouldn’t be alone — many businesses are looking into CIIA agreements as they grow in popularity.

So, let’s learn everything you need to know about them.

Key takeaways

• CIIA agreements protect your company’s confidential information.
• They’re also a great way to ensure you maintain control over your intellectual property.
• CIIA agreements can also strengthen your non-compete terms.
• PandaDoc’s templates can be used to seamlessly adopt CIIA agreements in your organization.

What is a CIIA agreement?

A Confidential Information and Invention Assignment agreement (CIIA agreement) is simply a contract that works to protect your company’s information from leaks or intellectual property theft.

CIIA agreements achieve this by legally stating that every piece of work produced by an employee is the property of the organization rather than the employee.

This makes sure that you can stay in control of the confidential information and inventions in your company.

The two main parts of a CIIA agreement can be seen when we break down the name. First of all, there’s the part relating to confidential information.

This part of the agreement ensures that all employees clearly understand their legal obligations to protect your company’s confidential or sensitive information.

The second part of a CIIA agreement is the inventions assignment agreement.

This focuses on the intellectual property — such as productions or databases — in your organization.

Employees signing the CIIA agreement agree that any intellectual property will remain under your control.

What is the purpose of the CIIAA?

These two main functions of a CIIA agreement come back to its primary purposes.

Many businesses need to protect confidential information for competitive and compliance reasons.

CIIAAs are a great way to keep this sensitive information secure within the organization through a confidentiality agreement .

In addition to this, the purpose of a CIIA agreement is to protect your company’s intellectual property.

This will reassure your senior leaders and investors that their employees are working to benefit the organization rather than just themselves.

What are the requirements of a CIIA agreement?

When you’re putting together a CIIA agreement, here are the key requirements to keep in mind:

• Specific language: As is the case with any legal documents for business , you should use as much specific language as possible to make sure that the CIIA agreement is practicable.
• Time restrictions: A common requirement of a CIIA agreement is that it’s restricted somehow. This is often related to time, so intellectual property can leave the organization’s ownership if it isn’t used after a set period of time.
• Policy alignment: You’ll need to ensure that your CIIA agreement is aligned with legislation and statutory guidance, so consult your local rules and laws before signing any CIIA agreement.

What are the benefits of CIIA agreements?

If you’re an organization with many employees, the benefits of CIIA agreements are clear. Here are some of the most significant CIIA benefits:

Improve your confidential information protection

As we’ve already highlighted, a CIIA is primarily used to protect your confidential or sensitive information.

By signing a CIIA, your employees accept that they have a legal duty to keep your information confidential.

This will be in place even after they’ve left your company, meaning it’s a great way to protect your data.

Strengthen your non-compete terms

As well as focusing on confidential information protection, CIIAs are also used to protect your company from competitors.

This is because a CIIA sets up clear expectations around intellectual property theft.

On top of this, many CIIAs include non-compete clauses .

This can stop your employees from leaving the organization to work for your competitors.

All of this helps you to strengthen your non-compete protection.

Protect company property in case of termination

A CIIA agreement is also a great way to protect company property.

On top of intellectual property, this also relates to data or any legal documents your employees may have come into contact with during their employment.

In the case of contract termination, this part of a CIIAA is beneficial.

This is because it guarantees that you’ll receive these items of company property, allowing you to have confidence that your information and ideas will remain within the organization.

What does a CIIA agreement include?

Now that you know the main benefits of using a CIIA agreement, you probably want to start implementing CIIAAs in your organization. Here are the main things to include in your CIIA agreements:

• Company details: It’s crucial that you include as much detail about your company as is necessary on the CIIA agreement, so include things such as contact details and names.
• Employee details: As well as this, you’ll have to include key employee details. This will include the employee’s name and contact information, as well as roles and responsibilities within the company.
• Confidentiality obligations : The main thing to include in your CIIA agreement is a clear explanation of the employee’s confidentiality obligations . This must be specific to your company and the employee’s role.
• Consideration: As with most legal contracts, you’ll have to include some form of consideration—this is just what the employee receives in exchange for their signature. This will be something about continued employment, but you can make it specific to your context.

Key terms for CIIA agreements

When you’re writing a CIIA agreement, you’ll have to use these key terms:

Definition of confidential information

Confidential information can mean something very different in one organization compared to another. That’s why it’s essential to write a specific definition related to your business context.

For most companies, this definition will incorporate research, customer data, employee lists, and partnership details.

Use of confidential information

You’ll also want to define a legitimate use of confidential information. Many limitations of using confidential information ensure that it is only used for the employee’s specified contract role.

Definition of inventions

Just as is the case with confidential information, you should define inventions clearly. You’ll need to create a definition that protects your specific business, but make sure to consider any trade secrets or research that your organization is working on.

Assignment of inventions

This is a key clause in any CIIA agreement. You’ll need to ensure that the assignment of inventions is given to the business rather than the employee to protect your intellectual property rights.

Return of company property

This term relates to the end of an employee’s contract. It will ensure that employees return any company data or ideas at the end of their employment.

This is especially important if you’re creating a CIIA agreement for a freelance worker or short-term employee.

Ownership rights for inventions created during work hours versus outside of work hours

As well as these key CIIA terms, you might have to determine who owns the rights for inventions created during work hours against those created outside of work hours.

It’s crucial to ensure any inventions made using company property or company data are owned by the organization, even if they were designed outside of work hours. CIIA agreements are a great tool to achieve this.

What to consider when drafting, creating and managing a CIIA agreement

When creating any employee confidentiality agreement , you should start by considering what you need to achieve.

Are your aims primarily to protect confidential information, or do you also need to assert ownership over intellectual property?

This consideration will lead to a CIIA agreement that works for you.

When writing a CIIA agreement, it’s good to start with a section explaining your rationale for the agreement. Consider why it’s so essential to protect confidential information and inventions and make this very clear in the contract.

Although disputes should be avoided when possible, you must protect yourself against them. When drafting a CIIA agreement, consider how you would resolve a dispute.

Once you’ve drafted your CIIA agreement, you’ll need to keep your aims in mind when creating the final document.

Although you might need to make small tweaks from your first draft, these aims should continue to be evident throughout the creation process.

The rationale should also be included when creating the final document.

To help keep this in place throughout the drafting process, consider using dedicated software to create a template with this rationale.

The resolution might change in the creation section as you respond to feedback from others. However, it’s an integral part of the contract, so include some resolution.

Managing a contract throughout its lifecycle can be a complex task, but you should ensure that your aims remain consistent.

You might want to use specialist software to track changes to stay on top of any changes.

Similarly, you might need to change the rationale when managing a CIIA agreement—a short edit will allow the agreement to be adapted to a different context.

Finally, remember that the CIIA agreement should include a resolution when you manage it throughout its lifecycle.

Tips for hiring a lawyer for your CIIA agreement

When you’re drafting a CIIA agreement, it can be helpful to get legal counsel. Here are the top tips for hiring a lawyer:

• Trust: You’ll want to find a lawyer you can trust implicitly. It might be useful to work with lawyers whom you’ve worked with before. Alternatively, ask friends or other professionals for recommendations.
• Specialism: It’s also crucial that your lawyer has a specialism in contract law— ideally, this would be in employee or business contract law.
• Experience and expertise: Finally, you’ll want to find a lawyer with experience and expertise. This might be a more expensive option, but it can never hurt to invest more in expertise.

Free legal document templates can help you craft the perfect agreement

CIIA agreements are a great way to ensure that your organization’s intellectual property rights are protected and that you’re successfully protecting your organization’s confidential information.

However, producing and managing legal documents such as CIIA agreements can be a daunting task.

If you want to speed up the process, look no further than PandaDoc’s free legal document templates .

These templates will allow you to use contracts such as CIIAs in your organization seamlessly.

Start optimizing your contract management with PandaDoc today!

PandaDoc is not a law firm, or a substitute for an attorney or law firm. This page is not intended to and does not provide legal advice. Should you have legal questions on the validity of e-signatures or digital signatures and the enforceability thereof, please consult with an attorney or law firm. Use of PandaDoc services are governed by our Terms of Use and Privacy Policy.

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Auto insurance rates are jumping the most since the 1970s, but there could be relief soon

Soaring auto insurance costs have been a principle driver behind inflation over the past year, but there could be relief on the way, according to Bank of America.

The bank’s economists see several driving factors behind the run-up in costs to ease in the months ahead, possibly taking some of the heat off a category that has  pushed the Federal Reserve  to keep up its inflation fight.

“The turbocharged increases in motor vehicle insurance premiums are a response to underwriting losses in the industry. Insurers saw losses,” BofA economist Stephen Juneau said in a note. However, he added, “There are signs that many insurers are getting back to profitability.”

Primarily, the hit to insurers, which has been passed on to consumers, arose from three sources: higher vehicle prices, increased costs for repairs and “more accidents as driving trends returned to normal,” Juneau said.

There’s some good news on that front.

Sales prices for new and used vehicles have been trending lower in recent months and are down 0.4% and 6.9%, respectively, on a 12-month basis, according to  Bureau of Labor Statistics data  through April. Also, repair and maintenance services costs were flat in April though still up 7.6% from a year ago.

Motor vehicle insurance costs, though, continued to soar.

The category rose 1.8% in April on a monthly basis and was up 22.6% from a year ago, the largest annual increase since 1979, according to Bank of America.

In the CPI calculation, auto insurance has a weighting of nearly 3%, so it’s a significant component.

The recent trends probably do not “mean that your premium will fall, but we think the rate of increase should slow,” Juneau said.

That has been the general story with inflation: prices are not falling, but the rate of increase is well off the pace of mid-2022 when inflation hit its highest level in more than 40 years. Overall  CPI inflatio n ran at a 3.4% annual rate in April.

There’s one other tidbit of good news when it comes to Fed policy.

The central bank’s primary inflation barometer is the Commerce Department’s measure of personal consumption expenditures, not the consumer price index from the BLS. In the PCE gauge, auto insurance has a smaller weighting, meaning it is less of an inflation driver.

If the BofA forecast for insurance disinflation is accurate, it could at least give the Fed more confidence to start cutting rates later this year. Current market pricing is indicating an expected first cut in September, with one more possible before the end of the year.

“We think further improvement in this aggregate is one key for the Fed to become more confident in the disinflationary process and start its cutting cycle,” Juneau said. “Until then, we expect the Fed to keep rates in park.”

More from CNBC:

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Jeff Cox is a finance editor with CNBC.com where he covers all aspects of the markets and monitors coverage of the financial markets and Wall Street. His stories are routinely among the most-read items on the site each day as he interviews some of the smartest and most well-respected analysts and advisors in the financial world.

Over the course of a journalism career that began in 1987, Cox has covered everything from the collapse of the financial system to presidential politics to local government battles in his native Pennsylvania. 

A teacher caught students using ChatGPT on their first assignment to introduce themselves. Her post about it started a debate.

• A teacher said students used ChatGPT for an introductory essay in an ethics and technology class.
• Professor Megan Fritts shared her concerns on X, sparking a debate on AI's role in education.
• Educators are divided on AI's impact, with some feeling it undermines critical-thinking skills.

Professor Megan Fritts' first assignment to her students was what she considered an easy A: "Briefly introduce yourself and say what you're hoping to get out of this class."

Yet many of the students enrolled in her ethics and technology course decided to introduce themselves with ChatGPT .

"They all owned up to it, to their credit," Fritts told Business Insider. "But it was just really surprising to me that — what was supposed to be a kind of freebie in terms of assignments — even that they felt compelled to generate with an LLM."

When Fritts, an assistant professor of philosophy at the University of Arkansas at Little Rock, shared the experience on X, formerly Twitter, in a post that has now garnered 3.5 million views, some replies argued that students would obviously combat " busywork " assignments with similarly low-effort, AI-generated answers.

Second week of the semester and I've already had students use (and own up to using) ChatGPT to write their first assignment: "briefly introduce yourself and say what you're hoping to get out of this class". They are also using it to word the *questions they ask in class*. — Megan Fritts (@freganmitts) August 28, 2024

Fritts said that the assignment was not only to help students get acquainted with using the online  Blackboard  discussion-board feature, but she was also "genuinely curious" about the introductory question.

"A lot of students who take philosophy classes, especially if they're not majors, don't really know what philosophy is," she said. "So I like to get an idea of what their expectations are so I can know how to respond to them."

The AI-written responses, however, did not reflect what the students, as individuals, were expecting from the course but rather a regurgitated description of what a technology ethics class is, which clued Fritts in that they were generated by ChatGPT or a similar chatbot.

"When you're a professor, and you've read dozens and dozens of AI essays, you can just tell," she said.

The calculator argument — why ChatGPT is not just another problem-solving tool

Many of the commenters who defended using AI likened ChatGPT for writing to using a calculator for math problems. But Fritts said that viewing LLMs as just another problem-solving tool is a "mistaken" comparison, especially in the context of humanities.

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Calculators reduce the time needed to solve mechanical operations that students are already taught to produce a singular correct solution. But Fritts said that the aim of humanities education is not to create a product but to "shape people" by "giving them the ability to think about things that they wouldn't naturally be prompted to think about."

"The goal is to create liberated minds — liberated people — and offloading the thinking onto a machine, by definition, doesn't achieve that," she said.

Lasting impacts on students

Beyond cheating on papers, Fritts said that students have, in general, become compromised in their thinking ability — and they've noticed.

"They're like, 'When I was young, I used to love to read, and now I can't. I can't even get through the chapter of a book,'" she said. "'My attention span is so bad, and I know it's from looking at my phone, always having YouTube or TikTok on.' And they're sad about it."

Fritts said that technology addiction has affected students' general agency when interacting with information. She  cited a 2015 paper  by the professor Charles Harvey, the chair of the philosophy and religion department at the University of Central Arkansas, which examines the effects that interactions with technology could have had on human agency and concentration.

Harvey wrote that two different eye-tracking experiments indicated that the vast majority of people skim online text quickly, "skipping down the page" rather than reading line by line. Deep reading of paper texts is being snipped into "even smaller, disconnected" thoughts.

"The new generations will not be experiencing this technology for the first time. They'll have grown up with it," Fritts said. "I think we can expect a lot of changes in the really foundational aspects of human agency, and I'm not convinced those changes are going to be good."

Teachers are getting tired

Fritts acknowledged that educators have some obligation to teach students how to use AI in a productive and edifying way. However, she said that placing the burden of fixing the cheating trend on scholars teaching AI literacy to students is "naive to the point of unbelievability."

"Let's not deceive ourselves that students are using AI because they're just so psyched about the new tech, and they're not sure of what the right way to use it in the classroom," Fritts said.

"And I'm not trying to slam them," she added. "All of us are inclined to take measures to make things easier for us."

But Fritts also feels just as "pessimistic" about the alternative solution — educators and institutions forming a "united front" in keeping AI out of the classroom.

"Which isn't going to happen because so many educators are now fueled by sentiments from university administration," Fritts said. "They're being encouraged to incorporate this into the curriculum."

At least 22 state departments of education have released official guidelines for AI use in schools, The Information recently reported . A 2024 survey by EdWeek Research Center found that 56% of over 900 educators anticipated AI use to rise — and some are excited about it.

Curby Alexander, an associate education professor at Texas Christian University, previously told BI that he uses AI to help brainstorm ideas and develop case studies "without taking up a lot of class time."

Arizona State University's Anna Cunningham, a dean's fellow, and Joel Nishimura, an associate professor in the mathematical and natural sciences department, wrote  an op-ed  encouraging having students teach ChatGPT agents with programmed misunderstandings.

"With this, we are on the cusp of being able to give all students as many opportunities as they want to learn by teaching," they wrote.

OpenAI even partnered with Arizona State University to offer students and faculty full access to ChatGPT Enterprise for tutoring, coursework, research, and more.

But many educators remain skeptical. Some professors have even reverted back to pen and paper to combat ChatGPT usage, but Fritts said many are tired of trying to fight the seemingly inevitable. And students are left in the middle of education and AI's love-hate relationship.

"I think it, understandably, creates a lot of confusion and makes them feel like the professors who are saying 'Absolutely not' are maybe philistines or behind the times or unnecessarily strict," Fritts said.

Fritts is not the only professor voicing concerns about AI use among students. In a Reddit thread titled " ChatGPT: It's getting worse ," several users who identified as professors lamented increased AI usage in classrooms, especially in online courses. One commented, "This is one reason I'm genuinely considering leaving academia."

A professor in another post that received over 600 upvotes said that ChatGPT was "ruining" their love of teaching. "The students are no longer interpreting a text, they're just giving me this automated verbiage," they wrote. "Grading it as if they wrote it makes me feel complicit. I'm honestly despairing."

Watch: What is ChatGPT, and should we be afraid of AI chatbots?

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