Assignment of Contract
This agreement is made on 7 November 2026 between:
- Brightwater Cleaning Ltd, of 40 Station Road, Dublin D04 X2Y5, Ireland ("the Assignor");
- CleanCore Services Ltd, of 12 Harbour View, Cork T12 AB34, Ireland ("the Assignee"); and
- Greenfield Properties Ltd, of 8 Park Lane, Dublin D02 AB12, Ireland ("the Other Party").
1. Background
1.1 The Assignor and the Other Party made a contract called "Cleaning Services Agreement" dated 3 May 2025 ("the Contract"), which is about the cleaning of the offices at 8 Park Lane, Dublin, 5 days a week, for a fee of EUR 3,200 a month, for a term ending on 2 May 2028.
1.2 The Contract has been changed only by the following:
an amendment dated 1 March 2026 that added the second floor to the work
1.3 The Assignor wishes to transfer the Contract to the Assignee, the Assignee wishes to take it, and the Other Party agrees. This agreement sets out the terms.
2. Transfer
2.1 With effect from 1 January 2027 ("the Effective Date"), the Assignor assigns to the Assignee all of its rights, benefits and interests under the Contract, and the Assignee accepts them.
2.2 With effect from the Effective Date, the Assignee takes over, and promises to the Assignor and the Other Party to carry out and be bound by, all of the Assignor's obligations and duties under the Contract, as if it had been the original party to it. The Assignee is a party to the Contract from the Effective Date in the place of the Assignor, and a reference to the Assignor in the Contract is a reference to the Assignee.
2.3 The Assignor's duties after the transfer
2.4 Rights and duties that arose before the Effective Date, including a claim for work done, a payment due, or a breach by either party, remain with the party who had them, except as this agreement states, and the Assignor remains responsible for its own acts and omissions before the Effective Date.
3. Consent of the Other Party
3.1 The Other Party consents to the transfer of the Contract to the Assignee under section 2, and agrees that this consent satisfies any requirement of the Contract or of the law for its consent to an assignment or a transfer of the Contract.
3.2 The Other Party confirms that, to its knowledge, the Contract is in force and has not been changed except as stated in section 1.2, that it has no claim against the Assignor under it that has not been told to the Assignee, that it knows of no breach or default by any party, and that no notice to end it has been given.
3.3 From the Effective Date the Other Party will carry out the Contract for the Assignee, will give all notices, invoices and payments that are due under the Contract to the Assignee at the address in this agreement, or to another address that the Assignee gives, and will treat the Assignee as its only counterparty.
4. Price and money
4.1 Payment for the assignment
4.2 Price: EUR 12,000, payable within 10 days after the effective date.
4.3 The Assignor keeps the fees for work done until the effective date, and the Assignee takes the fees for the time after it. The fee for December 2026 that has been paid in advance is credited to the Assignee.
4.4 Any sum that one party receives that belongs to another under this agreement will be held for that other party and paid over within 7 days. A sum that is not paid on time carries interest at 4% a year above the base rate of the central bank of the country of the currency of payment.
4.5 Each party pays its own costs of this agreement. Any tax, duty or registration fee that the law requires on the transfer is paid by the Assignee, unless the parties agree otherwise in writing.
5. Handing over
The Assignor will give the Assignee, on or before the Effective Date, all the information, records and documents that it holds about the Contract, and these in particular: the signed Contract, the keys and access cards, the records of work and the contact details of the staff of the Other Party. It will give the Assignee all reasonable help in the first 30 days after the Effective Date to carry on the Contract smoothly, and will sign any further document that is needed to complete the transfer.
6. Promises
6.1 The Assignor promises to the Assignee and to the Other Party that on the date of this agreement:
- it is the only owner of its rights under the Contract, and has not transferred, charged or promised them to anyone else;
- it has the right and power to sign and carry out this agreement, and no one else's consent is needed except the Other Party's, which is given in section 3;
- the copy of the Contract that it has given the Assignee is true and complete, and includes all changes;
- it has carried out its duties under the Contract, is not in breach of it, and knows of no claim, dispute or fact that would give a right to end it, or to claim against the Assignor; and
- every payment due from the Assignor under the Contract up to the Effective Date has been made.
6.2 The Assignee promises to the Assignor and to the Other Party that it has the right, power, skills, licences and resources to sign this agreement and to carry out the Contract, that it is not insolvent, and that it has read the Contract and accepts its terms.
6.3 The Other Party promises that it has the right and power to give the consent in section 3, and that the statements in section 3.2 are true.
7. Indemnity
7.1 The Assignor will keep the Assignee free from loss, cost and claims, including reasonable legal fees, that arise from the Assignor's breach of the Contract before the Effective Date, from any untrue promise in section 6.1, and from a duty under the Contract that the Assignor kept.
7.2 The Assignee will keep the Assignor free from loss, cost and claims, including reasonable legal fees, that arise from the Contract after the Effective Date, from the Assignee's breach of the Contract or of this agreement, and from any untrue promise in section 6.2.
7.3 A party that is entitled to be kept free from a claim will tell the other at once of any claim, will not agree to or settle it without the other's consent, and will give reasonable help at the cost of the party who is responsible.
7.4 Neither party is liable to the other for indirect loss or loss of profit that could not reasonably have been foreseen. This does not limit a liability for fraud, death or personal injury, or for anything that the law does not allow to be limited.
8. Ending and effect
8.1 If the Other Party has not signed this agreement by 30 days after the date at the top, or if a condition that the law requires for the transfer has not been met by the Effective Date, this agreement does not take effect, and the Contract continues between the Assignor and the Other Party as before, unless the parties agree otherwise in writing.
8.2 This agreement does not change the terms of the Contract, except that the Assignee takes the place of the Assignor. The Contract continues in force and its terms continue to apply, including any terms for ending it, and the Assignee may be bound by a term in it that continues after it ends.
9. General
- Notices under this agreement must be in writing, and may be sent by email or delivered to the addresses at the top of this agreement, or to another address that a party has told the others of in writing.
- This agreement is the whole agreement between the parties about the transfer of the Contract. It replaces everything said or written earlier, and may be changed only in writing signed by all three parties.
- No party may transfer this agreement without the written consent of the other two.
- If any part of this agreement cannot be enforced, the rest remains in effect.
- A party that does not use a right straight away has not given it up.
- Each party will keep secret the private information of the others, including the terms of the Contract and of this agreement, and use it only for the Contract and this agreement, except where the law requires it to be disclosed.
- A person who is not a party has no right to enforce this agreement.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
10. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of Ireland. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Dublin. How disputes are decided
Signatures
For the Assignor: Brightwater Cleaning Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Assignee: CleanCore Services Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Other Party, who consents to the transfer: Greenfield Properties Ltd
Name and title: ______________
Signature: ______________
Date: ______________