No assignment clause: Copy, customize, and use instantly
Introduction
A no assignment clause prevents one party from transferring its rights, obligations, or interests under a contract to another party without prior consent. This clause ensures that both parties remain bound to their original commitments and prevents unexpected changes in contractual relationships.
Below are templates for no assignment clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard no assignment clause
This clause prohibits assignment without 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 clause shall be null and void.
No assignment clause with automatic voidance of unauthorized transfers
This version explicitly voids unauthorized assignments.
Any attempted assignment, transfer, or delegation of this Agreement without the prior written consent of the other Party shall be null, void, and of no legal effect.
No assignment clause with exceptions for affiliates
This clause allows assignments to affiliated companies without requiring approval.
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 consent, provided that the assigning Party remains responsible for all obligations under this Agreement.
No assignment clause with assignment permitted in case of merger or acquisition
This version allows assignment if a party undergoes a merger, acquisition, or reorganization.
Neither Party may assign or transfer its rights or obligations under this Agreement without prior written consent, except in the case of a merger, acquisition, or corporate reorganization, in which case the assigning Party must provide prompt written notice to the other Party.
No assignment clause with change of control provision
This clause permits assignment only if there is a change in ownership.
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party. However, either Party may assign this Agreement in connection with a merger, acquisition, or change of control, provided that the assigning Party gives written notice to the other Party within [number] days of such change.
No assignment clause with assignment allowed for successors and assigns
This version allows assignment in limited cases where the assignee assumes full obligations.
Neither Party may assign, delegate, or transfer this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns.
No assignment clause with restriction on subcontracting
This clause explicitly prohibits assignment through subcontracting arrangements.
Neither Party may assign or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any unauthorized subcontracting shall constitute a material breach of this Agreement.
No assignment clause with liability for unauthorized assignment
This version imposes liability on the assigning party for any damages caused by an unauthorized transfer.
Any attempted assignment of this Agreement in violation of this clause shall be null and void. The assigning Party shall remain liable for any damages incurred by the other Party as a result of an unauthorized assignment.
No assignment clause with right to withhold consent at sole discretion
This clause gives a party absolute discretion to reject an assignment request.
Neither Party may assign or transfer 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 any reason.
No assignment clause with requirement for reasonable consent
This version prevents unreasonable withholding of assignment approval.
Neither Party may assign this Agreement without the prior written consent of the other Party. Such consent shall not be unreasonably withheld, conditioned, or delayed.
No assignment clause with assignment allowed under financial insolvency
This clause allows assignment in the event of insolvency or bankruptcy proceedings.
Neither Party may assign this Agreement without the prior written consent of the other Party, except that assignment shall be permitted in cases of bankruptcy, insolvency, or corporate restructuring, subject to applicable laws.
No assignment clause with prohibition on assignment to competitors
This version 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 may this Agreement be assigned to a direct competitor of the non-assigning Party.
No assignment clause with requirement for notice of attempted assignment
This clause requires written notice before an assignment attempt.
Neither Party may assign this Agreement without the prior written consent of the other Party. The assigning Party must provide at least [number] days’ written notice of any proposed assignment, and the other Party shall have the right to approve or reject such assignment.
No assignment clause with right to terminate upon unauthorized assignment
This version allows termination if an assignment occurs without consent.
Neither Party may assign this Agreement without the prior written consent of the other Party. If either Party attempts to assign its rights or obligations without such consent, the non-assigning Party shall have the right to terminate this Agreement immediately upon written notice.
No assignment clause with survival of obligations post-assignment
This clause ensures that original obligations remain enforceable even after assignment.
No assignment shall relieve the assigning Party of any obligations under this Agreement. The assigning Party shall remain jointly and severally liable for all obligations that arose before the assignment.
No assignment clause with time-limited restriction
This version prevents assignment for a specific duration before allowing it under certain conditions.
Neither Party may assign this Agreement for a period of [number] years from the Effective Date. After such period, assignment shall be permitted only with the prior written consent of the other Party.
No assignment clause with waiver of assignment rights
This clause permanently waives the right to assign.
Each Party expressly waives any right to assign, delegate, or transfer its rights or obligations under this Agreement. Any attempted assignment shall be deemed void ab initio.
No assignment clause with requirement for financial capability review
This version allows assignment only if the assignee meets financial requirements.
Neither Party may assign this Agreement without the prior written consent of the other Party. The non-assigning Party may require financial statements or other proof of capability from the proposed assignee before granting consent.
No assignment clause with conditional assignment upon performance review
This clause permits assignment if the assigning party meets certain performance conditions.
Assignment of this Agreement shall be permitted only if the assigning Party has met all of its contractual obligations and has not been in material breach within the last [number] months.
No assignment clause with escrow requirement for disputed assignments
This version requires disputed assignments to be held in escrow until resolved.
If an assignment is disputed, the assigning Party shall place all contractual obligations in escrow until a resolution is reached. No assignment shall take effect until both Parties reach a written agreement.
No assignment clause with industry-specific compliance requirement
This clause ensures assignments comply with industry regulations.
Any assignment of this Agreement must comply with all applicable industry laws and regulations. The assigning Party shall bear all costs associated with obtaining regulatory approvals, if required.
No assignment clause with indemnification for damages caused by assignment
This version requires indemnification for any damages arising from an unauthorized transfer.
Any unauthorized assignment shall result in the assigning Party indemnifying and holding harmless the non-assigning Party for any damages, costs, or losses incurred as a result of the assignment.
No assignment clause with exception for government contracts
This clause allows assignment if required by government contracts.
Notwithstanding the foregoing, assignment of this Agreement shall be permitted if necessary to comply with government contract requirements, provided that the assigning Party notifies the other Party in writing and remains responsible for all obligations.
No assignment clause with pre-approved list of permitted assignees
This version predefines a list of parties to whom assignment is 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.
No assignment clause with good-faith reassignment negotiation
This clause requires parties to negotiate in good faith if assignment is needed.
If either Party wishes to assign this Agreement, it must engage in good-faith negotiations with the other Party to explore reasonable alternatives before proceeding with an assignment request.
No assignment clause with sunset provision
This version allows assignment restrictions to expire after a set time.
The restriction on assignment under this Agreement shall remain in effect for [number] years, after which assignment shall be permitted with [prior written notice/consent].
No assignment clause with liquidated damages for unauthorized assignment
This clause imposes a pre-agreed financial penalty for unauthorized assignments.
If either Party attempts to assign this Agreement without the prior written consent of the other Party, the assigning Party shall pay liquidated damages in the amount of [specified amount], in addition to any other remedies available at law or equity.
No assignment clause with conditional assignment for financial distress
This version allows assignment only under specific financial distress conditions.
Neither Party may assign this Agreement without prior written consent, except that assignment shall be permitted if the assigning Party is in financial distress, has filed for bankruptcy protection, or is undergoing a restructuring process, provided that the assignee assumes all obligations under this Agreement.
No assignment clause with regulatory approval prerequisite
This clause requires government or regulatory approval before assignment.
No assignment of this Agreement shall be valid unless the assigning Party obtains all necessary regulatory approvals and provides evidence of such approval to the other Party.
No assignment clause with waiver of defenses against enforcement
This version prevents the assignee from asserting defenses related to the original agreement.
If an assignment is permitted, the assignee shall assume all obligations and rights of the assigning Party, and shall not assert any defenses based on the non-assignability of the Agreement or any claims of unfair transfer.
No assignment clause with arbitration requirement for assignment disputes
This clause mandates arbitration if there is a dispute over assignment validity.
If a Party disputes the validity of an assignment under this Agreement, the matter shall be resolved through binding arbitration in accordance with the rules of [arbitration body], and no assignment shall take effect until arbitration is completed.
No assignment clause with right of first refusal for assignment requests
This version gives the non-assigning Party the first opportunity to assume the contract before assignment is permitted.
If either Party intends to assign this Agreement, the non-assigning Party shall have the right of first refusal to assume the contractual obligations on the same terms and conditions before the Agreement may be assigned to a third party.
No assignment clause with indemnity for assignment-related legal costs
This clause requires the assigning Party to cover legal costs arising from unauthorized transfers.
Any Party attempting to assign this Agreement without prior written consent shall indemnify the non-assigning Party for all legal fees, costs, and expenses incurred in contesting or reversing the unauthorized assignment.
No assignment clause with automatic termination upon assignment attempt
This version states that the agreement terminates immediately upon unauthorized assignment.
Any attempt to assign this Agreement without prior written consent shall result in the automatic termination of this Agreement, with no further obligations owed by the non-assigning Party.
No assignment clause with tax liability disclaimer
This clause ensures that assignment does not transfer tax liability obligations.
Any permitted assignment of this Agreement shall not transfer or impose tax liabilities on the non-assigning Party. The assigning Party shall remain solely responsible for any taxes, fees, or financial obligations associated with the transfer.
No assignment clause with separate assignment rules for obligations and rights
This version differentiates between assigning rights and delegating obligations.
The rights and obligations under this Agreement are separate and distinct. A Party may assign its rights under this Agreement with prior written consent, but may not delegate its obligations without obtaining additional approval from the other Party.
No assignment clause with grandfathered rights for existing partnerships
This clause allows assignment for certain pre-existing business relationships.
Assignment of this Agreement is prohibited except where the assignee is an existing business partner, affiliate, or entity with whom the non-assigning Party has a pre-established commercial relationship.
No assignment clause with escrow requirement for pending assignments
This version requires financial or contractual obligations to be held in escrow before an assignment is finalized.
If an assignment is pending approval, the assigning Party shall deposit all remaining contractual obligations and associated fees in an escrow account. The assignment shall not take effect until all conditions are met and the escrow is released.
No assignment clause with prohibition on assignment to high-risk entities
This clause prevents assignment to entities under investigation or legal scrutiny.
This Agreement may not be assigned to any entity that is under regulatory investigation, subject to litigation that may affect performance, or classified as high-risk by relevant financial or legal authorities.
No assignment clause with requirement for creditworthiness review
This version allows assignment only if the proposed assignee meets financial stability requirements.
Any assignment under this Agreement shall be contingent upon the proposed assignee meeting minimum creditworthiness criteria, as determined by an independent financial review.
No assignment clause with approval conditional on non-disruption
This clause allows assignment only if it does not disrupt services or obligations.
Assignment of this Agreement shall be permitted only if the assigning Party can demonstrate that such assignment will not cause disruption, delay, or degradation in the performance of contractual obligations.
No assignment clause with exception for joint ventures
This version permits assignment if the assignee is a joint venture in which the assigning Party holds a majority interest.
Notwithstanding the foregoing, assignment of this Agreement shall be permitted if the assignee is a joint venture in which the assigning Party maintains at least a [percentage]% ownership interest.
No assignment clause with prohibition on serial assignments
This clause prevents a contract from being reassigned multiple times.
No assignment under this Agreement shall be valid if the proposed assignee intends to further assign the Agreement to another party. Serial assignments are strictly prohibited.
No assignment clause with national security exception
This version allows assignment restrictions to be waived for national security interests.
If either Party is required by law or government directive to assign this Agreement in the interest of national security, such assignment shall be permitted, provided that notice is given to the other Party.
No assignment clause with post-assignment audit requirement
This clause allows the non-assigning Party to conduct an audit after an approved assignment.
Upon any permitted assignment of this Agreement, the non-assigning Party shall have the right to conduct an audit of the assignee to verify compliance with contractual obligations and financial stability.
No assignment clause with ongoing liability for prior breaches
This version ensures that assignment does not eliminate liability for past breaches.
Assignment of this Agreement shall not relieve the assigning Party of any liability for breaches, defaults, or outstanding obligations incurred prior to the assignment’s effective date.
No assignment clause with restricted assignment during contract disputes
This clause prevents assignment while a contract dispute is ongoing.
No assignment of this Agreement shall be permitted while the Parties are engaged in active litigation, arbitration, or any other dispute resolution process.
No assignment clause with exception for public sector contracts
This version allows assignment if required by government procurement policies.
This Agreement may be assigned if such assignment is required by applicable public sector procurement regulations, provided that both Parties comply with all statutory requirements for such transfer.
No assignment clause with notice and cure period before enforcement
This clause provides a grace period to reverse an unauthorized assignment.
If an unauthorized assignment occurs, the assigning Party shall have [number] days to cure the violation and reverse the assignment before the non-assigning Party enforces remedies.
No assignment clause with successor liability provision
This version ensures that successors remain bound by contractual obligations.
Any permitted assignee or successor to this Agreement shall be bound by all obligations, liabilities, and performance standards imposed on the original contracting Party.
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.