DEED OF ASSIGNMENT OF BENEFIT OF CONTRACT

BETWEEN

BUSINESS
(ACN)

AND

BUSINESS
(ACN)

DEED OF ASSIGNMENT OF BENEFIT OF CONTRACT

Minicozzi Lawyers
Suite 4/17 Hackney Road
HACKNEY SA 5069
Ph: (08) 8363 2460
E-Mail: office@minicozzilawyers.com
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DEED OF ASSIGNMENT OF BENEFIT OF CONTRACT

THIS DEED is made the day of 202

BETWEEN: Party 1 (ACN ) of in the State of South Australia (the “Assignor”);

AND Party 2 (ACN ) of in the State hereinbefore mentioned (the “Assignee”),

(collectively, the “Parties”).

WHEREAS:

A. The Assignor and [name of the other contracting party] of [address] (the “Promiser”) are
parties to [an agreement / a deed] dated [date] (the “Contract”) relating to [specify subject
matter of the Contract] (the “Project”).

B. The Assignor wishes to assign to the Assignee all of the Assignor’s rights under the Contract.

C. The Parties now enter this Deed to formalise the terms of the Parties’ agreement.

NOW THIS DEED WITNESSETH as follows:

1. Definitions and Interpretation

1.1. Definitions

In this document, unless the context otherwise requires, the following words have the
following meanings:

1.1.1 Deed means the terms of this Deed contained or implied in this memorandum and
any schedules or annexure to this memorandum and any amendment in writing
signed by or on behalf of or under seal by each party from time to time and or
otherwise required by the provisions herein;

1.1.2 Business Day means a day on which banks are open for business in Adelaide, other
than a Saturday, Sunday or public holiday in accordance with the Holidays Act
1910 (SA);

1.1.3 Commencement Date means the date last subscribed on the execution of this
Deed;

1.1.4 Party means either the Assignor or the Assignee as the context so requires;

1.2. Interpretation

In this document, unless the contrary intention appears:

1.2.1 words denoting the singular include the plural and vice versa;

1.2.2 words of expressions importing a gender includes all genders;

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1.2.3 headings and the table of contents (if any) are for convenience only and do not
affect interpretation;

1.2.4 reference to any document is a reference to that document (and, where applicable,
any of its provisions) as amended, novated, supplemented or replaced from time to
time;

1.2.5 a reference to a recital, clause, schedule or annexure is to a recital, clause

(including sub-clause, paragraph, sub-paragraph or further subdivision of a clause),
schedule or annexure of or to this document and a reference to a paragraph is to a
paragraph in a schedule;

1.2.6 words or expressions given meaning in the Recitals have the same meaning in the
body of this Agreement;

1.2.7 where a word or expression is defined or given meaning, another grammatical form
has a corresponding meaning;

1.2.8 references to include, including, for example, or such as are not used as, nor to be
construed as words or phrases of limitation;

1.2.9 if the word “and” appears at the end of the penultimate item in a list, all of the
preceding items in the list are to be read as if the word “and” appeared at the end
of each;

1.2.10 a reference to a person or entity includes a natural person, a partnership,

corporation, trust, association, unincorporated body, authority or other entity and
that party’s executors, administrators, successors and permitted assigns;

1.2.11 words or expressions denoting individuals include corporations, firms,

unincorporated bodies, government authorities and instrumentalities;

1.2.12 a provision of this Agreement shall not be construed to the disadvantage of a Party
merely because that Party was responsible for the preparation of this Agreement or
the inclusion of the provision herein;

1.2.13 an agreement, representation or warranty in favour of two or more persons is for

the benefit of them jointly and each of them individually;

1.2.14 where consent, agreement, acceptance or approval is required from the either Party,
it means prior written consent, agreement, acceptance, or approval which consent
or approval shall not be unreasonably delayed or withheld;

1.2.15 a group of persons or things is a reference to any two or more of them jointly and
to each of them individually;

1.2.16 law means common law, principles of equity, and laws made by parliament (and
laws made by parliament including State, Territory and Commonwealth laws and
regulations and other instruments under them, and considerations of any of them);
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1.2.17 a reference to any legislation, legislative provisions, statutes, ordinance, code or

other law includes regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them;

1.2.18 if the time prescribed or allowed by this Agreement for doing any act or thing falls
or expires on a day which is not a Business Day, such time is extended so as to fall
or expire on the next succeeding Business Day after that day;

1.2.19 a day is to be interpreted as the period of time commencing at midnight and ending
24 hours later;

1.2.20 if an act under this Agreement to be done by a party on or by a given day is done
after 5.30 pm on that day, it is taken to be done on the next day;

1.2.21 references to day, month, quarter and year mean calendar day, month, quarter and
year respectively;

1.2.22 a reference to time is a reference to the time in Adelaide, South Australia,

Australia;

1.2.23 a reference to $ or Dollars is a reference to Australian currency;

OPERATIVE CLAUSES

2. Accuracy of Recitals

The Parties mutually acknowledge and agree that the Recitals are true and correct in every material
particular and are deemed to form part of this Deed, however, should any fact or matter referred to
in those Recitals be inconsistent with any term or provision appearing in this Deed, the Recitals
shall be read as subject to that term or provision.

3. Assignment

In consideration of the payment of $# by the Assignee to the Assignor (receipt of which is

acknowledged) the Assignor assigns to the Assignee absolutely all of the Assignor’s right title and
interest under the Contract.

[drafting note: consideration is not necessary in the case of a statutory assignment of the benefit of
a contract or an equitable assignment of part of the benefit of a contract.

If there is no consideration the instrument will need to be a deed in order that any undertakings are
to be enforceable against the assignor and the words

4. Covenants by Assignor

The Assignor covenants with the Assignee (and its successors and assigns) as follows:

4.1. The Contract is valid and subsisting and enforceable in accordance with its terms and sets
out all of the Assignor’s rights in relation to the Project.
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4.2. The Assignor’s rights under the Contract do not infringe the rights of any third party and it
is not aware of any disputes regarding such rights.

4.3. The Assignor has disclosed to the Assignee all knowledge, plans or other information in
the Assignor’s possession or control relating to the Project.

4.4. The Assignor will keep the provisions of this deed and all information relating to its rights
under the Contract confidential and will not disclose the provisions of this deed and all
information to any other person except as required to give effect to the provisions of this
deed or as required by law.

4.5. The Assignor will deliver to the Assignee on request copies of all documents connected
with or evidencing its rights under the Contract.

4.6. The Assignor has full power to assign its right title and interest under the Contract to the
Assignee.

5. Quite Enjoyment

The assignment contemplated by this Deed is taken by the Assignee (and its successors and
assigns) free and clear of any mortgages, pledges, liens, charges, security interests or other
encumbrances or claims or absolute or defeasible interests of any other person.

6. Covenants by Assignee

[Drafting note:
unless the contract is novated (see precedent “Declaration of trust”) the assignor will continue to be
contractually bound to the promisor to perform its obligations under the contract. However, the
assignor can delegate to the assignee the performance of the assignor’s continuing obligations
unless the contract expressly or impliedly requires otherwise or the performance of the assignor’s
obligations requires the personal skill, judgment or competence of the assignor:

Where delegation of the assignor’s obligations is possible, the assignor still remains liable to the
promisor for breach of those obligations although the assignee may, if it agrees to discharge the
assignor’s obligations, also become directly liable to the promisor for such a breach: see Tito v
Waddell (No 2) [1977] Ch 106 at 302–3, 309; [1977] 3 All ER 129. The covenants in clause 3 will
be applicable where delegation is possible. If delegation is not possible, consideration should be
given to whether the assignor, rather than the assignee, should give covenants in the terms of clause
3.]

The Assignee covenants with the Assignor:

6.1. to perform the provisions of the Contract binding upon the Assignor with effect from the
Commencement Date; and

6.2. to indemnify and keep indemnified on a full indemnity basis the Assignor from and against
any liability incurred by the Assignor as a result of any action, demand, claim or
proceeding against the Assignor by the Promisor under or in respect of the Contract
relating to any act or omission of the Assignee on or after the Commencement Date.
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GENERAL PROVISIONS

7. Severability

If a provision of this Deed is void, voidable, unenforceable or illegal, that provision shall be read
down to the extent required to give the provision legal effect. If the provision is unable to be read
down in that way, the provision may be severed from this Deed and rendered ineffective so far as is
possible without modifying the remaining provisions of this Deed. The remaining provisions of this
Deed shall, to the extent permitted by law, continue in full force and effect.

8. Performance of Agreement

The Parties will each perform this Deed and will sign or execute all such deeds, instruments,
transfers or other documents as may be necessary or desirable to give full effect to the provisions of
this Deed and do all acts which are necessary or incidental to the performance of this Deed.

9. Counterparts

This Deed may be executed in any number of counterparts, each of which is taken to be an original,
all counterparts are taken to constitute one instrument, an executed counterpart may be delivered by
facsimile or email and where facsimile or email counterparts are used, original counterparts are to
exchanged as soon as practical, however, the failure to exchange counterparts will not affect the
validity of this Deed.

10. Variation

This Deed may only be varied or modified by further written agreement by each of the Parties.

11. Cost of Deed

Each Party will bear its own costs and other costs and expenses in relation to the preparation,
execution and implementation of this Deed.

12. Time of the Essence

12.1. In this Deed, time shall be of the essence.

12.2. No extension of time, forbearance or indulgence granted by the Parties shall constitute any
variation of this Deed.

13. Governing Law

This Deed is governed by the laws of South Australia. Each party submits to the non-exclusive
jurisdiction of the Courts of South Australia in connection with any action or proceeding which
may be brought at any time in any way relating to this Deed.

14. Successors and Assigns

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This Deed shall bind and enure for the benefit of the Parties and their respective successors and
assigns but neither Party shall assign this Deed or all or any of its rights, duties or obligations under
this Deed without the prior written consent of the other Party, which consent shall not unreasonably
be withheld.

15. Effect as a Deed

This Deed is intended to be and shall take effect as a Deed notwithstanding any lack of formality in
its form, execution or attestation.

AND the Parties hereto have hereunto set their hands and seals on the day and year hereinbefore
mentioned.

EXECUTED as a DEED

For and on behalf of

(ACN )
by the authority of its Director and Secretary
in accordance with s127 of the Corporations Act 2001 (Cth):

…………………………………..
XYZ – Director/Secretary

…………………………………..
XYZ – Director/Secretary

SIGNED SEALED )
AND DELIVERED )
by the said )
in the presence of: ) …………………………………
Name of Person

…………………………………..
Witness Signature

…………………………………..
Print Witness Name

…………………………………..
Print Witness Address

…………………………………..
Print Witness Contact Number