Contribution Agreement
(Parent to Subsidiary)

Summary

This contribution agreement may be used for the conveyance of assets from a parent to its subsidiary. It may be used in preparation for a spin-off or other divestiture transaction, in a corporate reorganization, or to transfer assets from a parent to subsidiary as a matter of corporate housekeeping. This template includes practical guidance and drafting notes. A contribution agreement is an agreement for the transfer of assets between two parties. A typical contribution agreement contains a description of the contribution (including a description of the conveyed assets, the conveyed liabilities, the excluded liabilities, and the consideration for the contribution), representations and warranties by the parties (such as due organization of the entities and, importantly, title to the assets), and post-contribution covenants (such as indemnification requirements, books and record provisions, and survival provisions). This agreement contains all such provisions and contemplates the transfer of all subsidiary assets (including contracts, real estate, intellectual property, and other assets) related to a particular business (defined as the Transferred Business) to the parent in exchange for shares of common stock in the subsidiary. For further discussion of the agreements executed in connection with a spin-off or divestiture transaction, see Operative Agreements in Divestiture Transactions, Preliminary Agreements in Divestiture Transactions, and Ancillary Agreements in Divestiture Transactions. For a broad collection of content related to divestiture transactions, see Divestitures of Divisions and Subsidiaries Resource Kit.