Transfers clause: Copy, customize, and use instantly
Introduction
A transfers clause outlines the conditions under which rights, obligations, or ownership interests may be transferred under an agreement. It helps prevent unauthorized transfers, ensures control over key contractual rights, and protects the interests of the parties involved. This clause is commonly used in business agreements, shareholder agreements, and intellectual property contracts.
Below are templates for transfers clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard transfers clause
This clause prohibits transfers without prior written consent.
Neither Party may transfer, assign, or otherwise convey its rights or obligations under this Agreement without the prior written consent of the other Party. Any attempted transfer in violation of this provision shall be null and void.
Transfers clause with automatic transfer upon merger or acquisition
This version allows transfers if a party is acquired or merged with another entity.
Notwithstanding the foregoing, either Party may transfer its rights and obligations under this Agreement without prior consent in connection with a merger, acquisition, or corporate reorganization, provided that the successor entity assumes all obligations under this Agreement.
Transfers clause with right of first refusal
This clause gives the non-transferring party the first opportunity to acquire the transferred rights.
If either Party intends to transfer its rights or interests under this Agreement, it must first offer such rights to the other Party on the same terms as offered to any third party. The non-transferring Party shall have [number] days to accept or reject the offer before the transfer may proceed.
Transfers clause with financial capability review
This version requires the proposed transferee to meet financial criteria before approval.
Any transfer under this Agreement shall be subject to a financial capability review by the non-transferring Party. The proposed transferee must demonstrate sufficient financial resources to fulfill all obligations under this Agreement.
Transfers clause with prohibition on transfers to competitors
This clause prevents a party from transferring rights or obligations to a direct competitor.
Neither Party may transfer, assign, or otherwise convey its rights or obligations under this Agreement to any direct competitor of the other Party without the prior written consent of the non-transferring Party. Any unauthorized transfer to a competitor shall be void.
Transfers clause with pre-approval requirement for material transfers
This version requires pre-approval for transfers involving significant contractual obligations.
Any transfer involving more than [percentage]% of the total value of this Agreement, or a transfer that materially affects the rights or obligations of either Party, shall require the prior written approval of the non-transferring Party.
Transfers clause with continued liability for the original party
This clause ensures that the original party remains liable even after transferring its rights.
Any transfer under this Agreement shall not relieve the transferring Party of its obligations unless explicitly agreed upon in writing by the non-transferring Party. The transferring Party shall remain jointly and severally liable with the transferee for all obligations under this Agreement.
Transfers clause with escrow requirement for pending transfers
This version requires funds or assets to be held in escrow before a transfer is finalized.
If a transfer is pending approval, the transferring Party shall place all related contractual obligations and payments in escrow until the non-transferring Party approves or denies the transfer. No transfer shall take effect until escrow conditions are met.
Transfers clause with step-in rights for the non-transferring party
This clause allows the non-transferring party to assume transferred obligations if necessary.
In the event that the transferring Party assigns its rights under this Agreement without obtaining the required approval, the non-transferring Party shall have the right to step in and assume any obligations or revoke the transfer at its discretion.
Transfers clause with right to terminate upon unauthorized transfer
This version allows termination of the contract if a party transfers its rights without approval.
If either Party transfers its rights or obligations under this Agreement without obtaining the necessary consent, the non-transferring Party shall have the right to terminate this Agreement immediately upon written notice.
Transfers clause with time restriction on future transfers
This clause sets a specific time period before transfers are allowed.
Neither Party may transfer its rights or obligations under this Agreement for a period of [number] months from the Effective Date. Any attempted transfer during this period shall be deemed null and void.
Transfers clause with mandatory successor compliance
This version ensures that the transferee must comply with all original terms of the agreement.
Any transferee of rights under this Agreement must expressly agree in writing to be bound by all terms and conditions of this Agreement. Failure to obtain such an agreement shall render the transfer invalid.
Transfers clause with indemnification for improper transfers
This clause requires the transferring party to indemnify the non-transferring party for any damages.
If a Party transfers its rights or obligations under this Agreement in violation of this clause, it shall indemnify, defend, and hold harmless the non-transferring Party from any losses, damages, or liabilities resulting from such unauthorized transfer.
Transfers clause with mandatory dispute resolution before transfer
This version requires parties to resolve any disputes before transferring contractual rights.
No transfer of rights or obligations under this Agreement shall be permitted while the transferring Party is engaged in active litigation, arbitration, or any other dispute resolution process relating to this Agreement.
Transfers clause with liquidated damages for unauthorized transfer
This clause imposes a pre-determined financial penalty for violating transfer restrictions.
If either Party transfers its rights under this Agreement without prior consent, the non-transferring Party shall be entitled to liquidated damages in the amount of [specified amount], in addition to any other remedies available under this Agreement.
Transfers clause with exception for corporate restructuring
This version allows transfers within a corporate group without approval.
Notwithstanding any other provision in this Agreement, a Party may transfer its rights and obligations to an affiliate or subsidiary as part of a corporate restructuring, provided that such entity assumes all responsibilities under this Agreement.
Transfers clause with revocation rights for fraud or misrepresentation
This clause allows revocation of a transfer if it was obtained fraudulently.
If a transfer of rights under this Agreement is made based on fraudulent misrepresentation or material omission, the non-transferring Party shall have the right to revoke the transfer and seek damages.
Transfers clause with regulatory approval prerequisite
This version requires regulatory approval before a transfer can take effect.
No transfer under this Agreement shall be effective unless the transferring Party obtains all necessary regulatory approvals and provides proof of such approval to the non-transferring Party.
Transfers clause with requirement for continued financial health
This clause ensures that the transferee meets financial stability requirements.
Any transfer under this Agreement shall be contingent upon the transferee maintaining a financial condition equal to or better than that of the transferring Party, as determined by a financial review conducted by the non-transferring Party.
Transfers clause with automatic suspension upon transfer request
This version temporarily suspends contractual obligations while a transfer request is under review.
Upon submission of a request to transfer rights or obligations under this Agreement, all contractual obligations related to the transfer shall be suspended until approval or rejection is issued by the non-transferring Party.
Transfers clause with assignment of warranties and representations
This clause ensures that warranties and representations extend to the transferee.
Any transfer of rights under this Agreement shall include the assignment of all warranties, representations, and indemnities, such that the transferee is bound by the same terms as the original contracting Party.
Transfers clause with reporting obligations for transferred contracts
This version requires the transferring party to report on all transfers.
The transferring Party shall provide a written report to the non-transferring Party detailing the nature, scope, and impact of any transfer within [number] days of the effective date of such transfer.
Transfers clause with ranking priority for security interests
This clause ensures that any security interests held by a party remain unaffected by a transfer.
Any transfer of rights or obligations under this Agreement shall be subject to any existing security interests, liens, or encumbrances, and the transferee must acknowledge and accept such priority.
Transfers clause with right to audit transferred agreements
This version allows the non-transferring party to audit transferred obligations.
If a transfer is approved, the non-transferring Party shall have the right to audit the transferee’s compliance with all obligations under this Agreement within [number] days of the transfer becoming effective.
Transfers clause with prohibition on serial transfers
This clause prevents multiple consecutive transfers of rights under the contract.
No rights under this Agreement may be transferred more than once without the prior written consent of the original non-transferring Party. Any unauthorized serial transfers shall be deemed void.
Transfers clause with alternative dispute resolution for transfer disputes
This version requires mediation or arbitration if the parties dispute the validity of a transfer.
If a dispute arises concerning the validity or impact of a transfer under this Agreement, the Parties agree to first submit the matter to mediation. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of [arbitration body].
Transfers clause with notification period before transfer takes effect
This clause requires advance notice before a transfer can be finalized.
The transferring Party must provide written notice to the non-transferring Party at least [number] days prior to the intended transfer date, detailing the terms and conditions of the proposed transfer.
Transfers clause with escrow protection for transferred assets
This version ensures transferred assets remain secure during the transition period.
Any assets or contractual rights being transferred under this Agreement shall be placed in escrow for a period of [number] days, during which the non-transferring Party may review the terms and conditions of the transfer.
Transfers clause with joint liability for transferred obligations
This clause ensures that the original party remains jointly liable for obligations after a transfer.
Any transfer of rights or obligations under this Agreement shall not relieve the transferring Party of liability for obligations arising before the effective date of the transfer. The transferring Party and the transferee shall be jointly and severally liable for all contractual obligations unless otherwise agreed in writing by the non-transferring Party.
Transfers clause with conditional approval for transfers above a financial threshold
This version restricts transfers above a certain monetary value unless conditions are met.
Any transfer of rights or obligations under this Agreement exceeding a value of [amount] shall require the prior written consent of the non-transferring Party. Such consent shall be granted only if the transferee demonstrates financial and operational capability to fulfill all contractual obligations.
Transfers clause with successor liability for outstanding claims
This clause ensures that the transferee assumes liability for pending claims.
Any transferee assuming rights under this Agreement shall be responsible for all outstanding claims, disputes, or obligations associated with the Agreement as of the effective date of the transfer.
Transfers clause with limitation on transfers to high-risk entities
This version prevents transfers to entities that pose financial or regulatory risks.
Neither Party shall transfer its rights or obligations under this Agreement to any entity that is under regulatory investigation, subject to insolvency proceedings, or classified as high-risk by financial rating agencies.
Transfers clause with right to reverse unauthorized transfers
This clause allows the non-transferring party to undo an unauthorized transfer.
If a transfer occurs in violation of this Agreement, the non-transferring Party shall have the right to demand reversal of the transfer within [number] days, with all rights and obligations reverting to the original transferring Party.
Transfers clause with minimum operational experience requirement for transferee
This version requires the transferee to have relevant industry experience.
Any transferee assuming obligations under this Agreement must demonstrate a minimum of [number] years of experience in the relevant industry or sector before the transfer is approved.
Transfers clause with mandatory notification to stakeholders
This clause requires the transferring party to notify key stakeholders before completing a transfer.
The transferring Party shall notify all relevant stakeholders, including lenders, investors, and regulatory authorities, at least [number] days before any transfer of rights under this Agreement takes effect.
Transfers clause with escrow protection for transferred payments
This version ensures that any financial payments related to a transfer are held securely.
Any transfer involving financial consideration exceeding [amount] shall require the funds to be placed in escrow until all transfer conditions have been met.
Transfers clause with arbitration requirement for transfer-related disputes
This clause requires arbitration in case of disagreements about the validity of a transfer.
If a dispute arises concerning a proposed or completed transfer under this Agreement, the Parties agree to resolve the dispute through binding arbitration in accordance with the rules of [arbitration body], with no transfer taking effect until arbitration is completed.
Transfers clause with obligation to maintain service levels post-transfer
This version requires the transferee to maintain contractual service levels.
Any transferee assuming obligations under this Agreement must ensure that service levels, performance metrics, and contractual deliverables remain consistent with those provided by the original contracting Party.
Transfers clause with financial penalty for non-compliant transfers
This clause imposes a financial penalty for violating transfer restrictions.
If a Party transfers its rights or obligations under this Agreement in violation of this clause, it shall be liable for liquidated damages in the amount of [specified amount], in addition to any other remedies available under this Agreement.
Transfers clause with exception for corporate restructuring but notice requirement
This version allows intra-group transfers while ensuring transparency.
A Party may transfer its rights under this Agreement to an affiliate, subsidiary, or parent company as part of an internal corporate restructuring, provided that the transferring Party provides at least [number] days’ prior written notice to the non-transferring Party.
Transfers clause with step-in rights for financial distress
This clause allows the non-transferring party to assume control if a transferor is in financial trouble.
If the transferring Party becomes subject to insolvency, bankruptcy, or financial distress proceedings, the non-transferring Party shall have the right to assume control over any obligations or to approve a designated transferee.
Transfers clause with rolling approval review for high-value transfers
This version requires periodic reviews of certain transfers instead of one-time approvals.
Any transfer of rights or obligations under this Agreement exceeding [amount] shall be subject to periodic review every [number] months to ensure ongoing compliance with financial and operational requirements.
Transfers clause with waiver of transfer restrictions under emergency circumstances
This clause allows for emergency transfers under specific conditions.
If a Party is unable to fulfill its obligations due to a force majeure event, emergency, or regulatory action, transfer restrictions under this Agreement shall be waived, provided that the transferee meets all applicable conditions for assuming such obligations.
Transfers clause with requirement for independent third-party evaluation
This version requires an independent review of the transfer before approval.
Any transfer under this Agreement shall be subject to evaluation by an independent third-party consultant or auditor, who shall assess the financial and operational stability of the proposed transferee before the transfer takes effect.
Transfers clause with retention of defined intellectual property rights
This clause ensures that a transfer does not alter IP ownership.
Any transfer of rights under this Agreement shall not alter, affect, or result in the transfer of any intellectual property rights, patents, or trademarks associated with this Agreement unless explicitly agreed in writing by both Parties.
Transfers clause with forced buyout right for non-transferring party
This version allows the non-transferring party to buy out transferred rights under certain conditions.
If either Party intends to transfer its rights under this Agreement to a third party, the non-transferring Party shall have the right, but not the obligation, to acquire such rights under the same terms before any third-party transfer takes effect.
Transfers clause with automatic voiding of improper transfers
This clause makes unauthorized transfers automatically invalid.
Any transfer made in violation of this Agreement shall be automatically null and void, with all rights and obligations reverting to the original transferring Party.
Transfers clause with mandatory compliance certification
This version requires the transferee to certify compliance before assuming obligations.
Prior to the effective date of any transfer, the transferee must submit a written certification confirming its compliance with all contractual, financial, and regulatory obligations under this Agreement.
Transfers clause with no serial transfers allowed
This clause prevents repeated reassignment of rights under the contract.
No Party may transfer its rights or obligations under this Agreement more than once without the express prior written consent of the non-transferring Party. Any unauthorized serial transfer shall be deemed void.
Transfers clause with alternative dispute resolution before transfer disputes escalate
This version requires mediation before taking legal action.
If a dispute arises regarding a proposed or completed transfer, the Parties agree to first engage in good-faith mediation. If mediation does not resolve the issue, the dispute may proceed to arbitration or litigation as permitted under this Agreement.
Transfers clause with security deposit requirement for high-risk transfers
This clause ensures financial protection in case of a risky transfer.
If a transfer is deemed high-risk based on financial or operational factors, the transferee must post a security deposit equal to [amount] before assuming obligations under this Agreement.
Transfers clause with forced reassignment in case of underperformance
This version allows the non-transferring party to demand reassignment if performance declines.
If the transferee fails to meet contractual performance standards within [number] months of assuming obligations under this Agreement, the non-transferring Party shall have the right to demand reassignment of the transferred rights to an alternative entity.
Transfers clause with post-transfer performance evaluation
This clause ensures that the transferee is monitored for a set period after transfer.
Any transferee assuming rights or obligations under this Agreement shall be subject to a performance evaluation within [number] months of the transfer. If deficiencies are identified, corrective action must be taken within [number] days.
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.