Assignability clause: Copy, customize, and use instantly
Introduction
An assignability clause determines whether a party can transfer its rights, obligations, or interests under a contract to a third party. It helps define the limits of assignment, ensuring stability in contractual relationships and protecting both parties from unwanted transfers. This clause is commonly found in commercial agreements, service contracts, and business transactions.
Below are templates for assignability clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard assignability clause
This clause allows assignment only with prior written consent.
Neither Party may assign, delegate, or transfer its rights or obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment in violation of this provision shall be null and void.
Assignability clause with automatic assignment in mergers or acquisitions
This version permits assignment if a party undergoes a merger, acquisition, or reorganization.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Either Party may assign this Agreement without prior consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all rights and obligations under this Agreement.
Assignability clause with unilateral assignment rights
This clause allows one party to assign its rights without requiring the other party’s approval.
The [Assigning Party] may assign this Agreement, in whole or in part, to any third party without requiring the consent of the [Non-Assigning Party]. The [Non-Assigning Party] acknowledges and agrees that such assignment shall not affect its obligations under this Agreement.
Assignability clause with notice requirement for assignments
This version requires advance notice before an assignment occurs.
Either Party may assign its rights and obligations under this Agreement, provided that written notice of such assignment is given to the other Party at least [number] days prior to the effective date of the assignment.
Assignability clause with restriction on assignment to competitors
This clause prevents assignment to direct competitors.
Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party. Under no circumstances shall this Agreement be assigned to a direct competitor of the non-assigning Party.
Assignability clause with right to withhold consent at sole discretion
This version allows a party to refuse assignment for any reason.
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party. The non-assigning Party may withhold consent in its sole and absolute discretion without providing justification.
Assignability clause with assignment permitted only to affiliates
This clause limits assignment to affiliated entities.
Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate without requiring such consent, provided that the assigning Party remains responsible for all obligations under this Agreement.
Assignability clause with assignment requiring financial capability review
This version permits assignment only if the assignee meets financial requirements.
Any assignment of this Agreement shall be contingent upon the proposed assignee demonstrating financial stability and operational capability, as determined by the non-assigning Party. The non-assigning Party may request financial statements or other documentation before granting approval.
Assignability clause with requirement for indemnification upon assignment
This clause requires the assigning party to indemnify the non-assigning party.
If either Party assigns its rights or obligations under this Agreement, the assigning Party shall indemnify, defend, and hold harmless the non-assigning Party against any claims, liabilities, or losses arising from the assignment.
Assignability clause with automatic termination upon unauthorized assignment
This version automatically terminates the agreement if an assignment occurs without approval.
Any assignment or transfer of this Agreement without the prior written consent of the other Party shall result in the automatic termination of this Agreement, with no further obligations owed by the non-assigning Party.
Assignability clause with retention of liability after assignment
This clause ensures that assignment does not relieve the original party of its liabilities.
Assignment of this Agreement shall not relieve the assigning Party of any liabilities or obligations incurred before the effective date of the assignment. The assigning Party shall remain jointly and severally liable with the assignee for all obligations under this Agreement.
Assignability clause with exception for regulatory compliance
This version allows assignment if required by law or regulatory authorities.
Notwithstanding any other provision of this Agreement, either Party may assign this Agreement without consent if such assignment is necessary to comply with applicable laws, government regulations, or regulatory directives.
Assignability clause with escrow requirement for pending assignments
This clause requires contractual obligations or funds to be placed in escrow before assignment.
If an assignment is pending approval, the assigning Party shall place all contractual obligations or relevant payments in escrow until all conditions of the assignment have been met. The assignment shall not take effect until the escrow is released.
Assignability clause with requirement for continued service quality
This version ensures that the assignee maintains service levels.
If this Agreement is assigned, the assignee must maintain service levels, operational standards, and contractual obligations at or above the standards provided by the original assigning Party. Failure to do so may result in termination of this Agreement.
Assignability clause with liquidated damages for unauthorized assignment
This clause imposes a financial penalty for violating the assignment restriction.
If either Party assigns this Agreement in violation of this provision, the non-assigning Party shall be entitled to liquidated damages in the amount of [specified amount], in addition to any other remedies available under this Agreement.
Assignability clause with forced reassignment right
This version allows the non-assigning party to select a preferred replacement assignee.
If either Party wishes to assign this Agreement, the non-assigning Party shall have the right to reject the proposed assignee and require the assigning Party to transfer its obligations to a mutually agreed-upon replacement.
Assignability clause with arbitration for assignment disputes
This clause requires arbitration in case of disputes regarding assignment approval.
If the Parties disagree on whether an assignment is permitted under this Agreement, the dispute shall be submitted to binding arbitration in accordance with the rules of [arbitration body]. The assignment shall not take effect until arbitration is completed.
Assignability clause with rolling review for assignment requests
This version allows periodic reviews of assignment requests instead of one-time approval.
Any request to assign this Agreement shall be subject to review every [number] months. The non-assigning Party shall evaluate the request based on business, financial, and operational factors before granting approval.
Assignability clause with right to revoke assignment under specific conditions
This clause allows the non-assigning party to revoke an assignment if conditions change.
If an assignment is approved, but the assignee subsequently fails to meet contractual obligations or experiences a material adverse change in financial condition, the non-assigning Party shall have the right to revoke the assignment and require re-assignment or termination of this Agreement.
Assignability clause with prohibition on serial assignments
This version prevents repeated reassignments of the agreement.
No assignment under this Agreement shall be valid if the proposed assignee intends to further assign this Agreement. Serial assignments are strictly prohibited.
Assignability clause with sunset provision on assignment restrictions
This clause allows assignment restrictions to expire after a certain period.
The restriction on assignment under this Agreement shall remain in effect for [number] years, after which assignment shall be permitted with prior written notice to the other Party.
Assignability clause with approval conditions based on industry compliance
This version allows assignment only if the assignee complies with industry regulations.
Any assignment of this Agreement shall be contingent upon the proposed assignee’s compliance with all applicable industry regulations, certifications, and legal requirements. The assigning Party shall be responsible for ensuring such compliance before assignment is finalized.
Assignability clause with security deposit requirement for assignee
This clause requires the assignee to post a security deposit upon assignment.
If this Agreement is assigned, the assignee shall provide a security deposit in the amount of [specified amount] to guarantee performance of its obligations under the Agreement.
Assignability clause with alternative dispute resolution for denied assignments
This version requires mediation or negotiation if an assignment request is denied.
If either Party refuses to consent to an assignment request, the Parties agree to engage in good-faith mediation to resolve the dispute before pursuing legal remedies.
Assignability clause with cross-default protection
This clause ensures that assignment does not affect other agreements between the parties.
Any assignment of this Agreement shall not affect, modify, or terminate any other agreements between the Parties, nor shall it trigger a default under any related contracts.
Assignability clause with pre-approved list of permitted assignees
This version predefines a list of entities to whom assignment is automatically allowed.
Assignment of this Agreement shall be permitted only to the following pre-approved entities: [List of entities]. Any other assignment shall require prior written consent.
Assignability clause with audit rights for assigned agreements
This clause allows the non-assigning party to audit the assignee’s performance.
If this Agreement is assigned, the non-assigning Party shall have the right to audit the assignee’s compliance with all contractual obligations at reasonable intervals.
Assignability clause with joint liability for past obligations
This clause ensures that the original party remains jointly liable even after assignment.
Any assignment of this Agreement shall not relieve the assigning Party of any liabilities or obligations incurred prior to the assignment. The assigning Party and the assignee shall be jointly and severally liable for all obligations arising before the effective date of the assignment.
Assignability clause with condition requiring assignee to accept all liabilities
This version mandates that the assignee take full responsibility for past and future obligations.
Any assignment under this Agreement shall require the assignee to assume all obligations, liabilities, and responsibilities of the assigning Party, both past and future, as a condition of approval.
Assignability clause with performance-based assignment restrictions
This clause allows assignment only if the assigning party has met specific performance standards.
Neither Party may assign this Agreement unless it has fully complied with all performance obligations under the Agreement for the past [number] months. Any Party that is in material breach of this Agreement shall not be permitted to assign its rights.
Assignability clause with assignment subject to independent third-party review
This version allows assignment only if approved by an independent third-party auditor.
Any proposed assignment of this Agreement shall be subject to review by an independent third-party auditor, who shall assess the financial and operational capacity of the proposed assignee before the assignment is finalized.
Assignability clause with requirement for assignee to provide a transition plan
This clause mandates that the assignee submit a transition plan before assignment is approved.
Any assignment of this Agreement shall require the proposed assignee to submit a transition plan detailing how it will assume responsibilities, avoid disruptions, and maintain compliance with all contractual obligations.
Assignability clause with early termination option upon assignment
This version allows the non-assigning party to terminate the contract if an assignment occurs.
If either Party assigns this Agreement, the non-assigning Party shall have the right to terminate this Agreement within [number] days of receiving notice of the assignment without penalty or liability.
Assignability clause with mandatory due diligence before assignment
This clause ensures that a due diligence process must be completed before assignment.
Any proposed assignment shall be subject to a mandatory due diligence process, during which the non-assigning Party may review the financial condition, operational history, and compliance track record of the proposed assignee.
Assignability clause with notification and cure period for unauthorized assignments
This version gives the assigning party time to cure a violation before penalties apply.
If an assignment occurs without the required consent, the non-assigning Party shall notify the assigning Party in writing. The assigning Party shall have [number] days to cure the violation by reversing the assignment or obtaining retroactive approval. If the issue is not cured, the non-assigning Party may terminate this Agreement.
Assignability clause with higher fee structure for assigned agreements
This clause allows the non-assigning party to impose higher fees on assigned agreements.
If this Agreement is assigned, the non-assigning Party shall have the right to adjust pricing, fees, or payment terms to reflect any increased risk or administrative burden associated with the assignment.
Assignability clause with escrow requirement for assignment disputes
This version requires escrowed funds to cover potential liabilities before assignment is approved.
If the assignability of this Agreement is disputed, the assigning Party shall place [amount] in escrow until the dispute is resolved. No assignment shall take effect until all conditions are met and escrow is released.
Assignability clause with buyer’s right to reverse assignment if terms are violated
This clause allows a party to cancel an assignment if the assignee fails to comply.
If this Agreement is assigned, the non-assigning Party shall have the right to reverse the assignment if the assignee fails to comply with any material terms of this Agreement within [number] days of taking over contractual obligations.
Assignability clause with retention of jurisdiction for legal disputes
This version ensures that assignment does not change the jurisdiction governing disputes.
Any assignment of this Agreement shall not alter the governing law or jurisdiction for legal disputes. The Parties agree that all disputes, whether involving the original Party or assignee, shall continue to be governed by the jurisdiction specified in this Agreement.
Assignability clause with industry-specific compliance requirements
This clause mandates that the assignee meet industry standards before assignment is approved.
The assigning Party may assign this Agreement only if the proposed assignee meets all applicable industry standards, licensing requirements, and regulatory compliance obligations. Proof of compliance shall be required before assignment is finalized.
Assignability clause with third-party guarantee requirement
This version requires the assignee to obtain a third-party financial guarantee.
Any assignment of this Agreement shall require the proposed assignee to obtain a financial guarantee from a reputable third party to ensure ongoing performance under this Agreement.
Assignability clause with non-circumvention protection
This clause prevents a party from structuring an indirect assignment to avoid restrictions.
Neither Party shall engage in any transaction or restructuring designed to circumvent the assignment restrictions under this Agreement, including but not limited to transferring majority ownership or creating a shell entity to assume contractual obligations.
Assignability clause with predefined threshold for assignment approvals
This version allows assignment only if the transaction meets a financial threshold.
The assigning Party may assign this Agreement only if the transaction value of the assignment exceeds [specified amount] and the assignee has demonstrable financial capacity to fulfill contractual obligations.
Assignability clause with severability of assigned obligations
This clause allows partial assignment while maintaining obligations separately.
The assigning Party may assign only specific rights under this Agreement while remaining responsible for other obligations. Any attempt to assign all obligations without retention of liability shall be deemed null and void unless expressly approved by the non-assigning Party.
Assignability clause with no liability transfer without express agreement
This version ensures that liability remains with the original party unless explicitly reassigned.
Assignment of this Agreement shall not transfer liability for past breaches, claims, or penalties unless the non-assigning Party expressly agrees in writing to such transfer.
Assignability clause with security interest retention
This clause allows the non-assigning party to retain a security interest in assigned obligations.
If this Agreement is assigned, the non-assigning Party shall retain a security interest in any obligations transferred to the assignee, ensuring continued protection against non-performance.
Assignability clause with requirement for assignee’s consent to arbitration
This version ensures that any assignee must consent to arbitration before assignment is finalized.
Any assignment of this Agreement shall require the assignee to sign a written acknowledgment accepting all arbitration provisions contained in this Agreement. Failure to do so shall render the assignment null and void.
Assignability clause with rolling assignment approval review
This clause allows assignment approvals to be periodically reassessed.
Any assignment of this Agreement shall be subject to periodic review by the non-assigning Party every [number] months. If the assignee fails to meet performance standards, the non-assigning Party reserves the right to revoke the assignment.
Assignability clause with post-assignment performance bond requirement
This version requires the assignee to provide a performance bond to ensure compliance.
If this Agreement is assigned, the assignee must post a performance bond in the amount of [specified amount] to guarantee fulfillment of its obligations under this Agreement.
Assignability clause with notification obligation before indirect ownership transfer
This clause ensures that changes in ownership affecting the contract are disclosed.
If the assigning Party undergoes a change of control or indirect ownership transfer that materially affects its contractual obligations, it must notify the non-assigning Party within [number] days. Failure to do so shall constitute a material breach of this Agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.