Assignee clause: Copy, customize, and use instantly
Introduction
An assignee clause defines the rights and limitations around assigning the contract to another party. It helps clarify whether a party can transfer its rights and obligations to a third party, ensuring transparency and preventing unwanted changes in contractual relationships. This clause is especially important in contracts where the identity and reliability of the parties are critical to performance.
Below are templates for assignee clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard consent-required clause
This version requires a party to obtain the other party’s consent before assigning the contract — a balanced and common approach.
Neither party may assign or transfer this agreement, in whole or in part, without the prior written consent of the other party. Any attempted assignment without such consent will be void.
Seller-friendly clause (free assignability)
This version allows one or both parties to assign the agreement freely without needing consent — often favored by sellers or service providers seeking flexibility.
Either party may assign this agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the other party’s consent.
Buyer-friendly clause (strict assignment control)
This version gives one party full control over assignment decisions and prohibits assignment by the other party without specific consent — often used when the buyer wants to maintain control over the counterparty.
The other party may not assign or transfer any of its rights or obligations under this agreement without the express prior written consent of [BUYER’S NAME], which may be withheld at its sole discretion.
Neutral clause with exceptions
This version generally requires consent for assignment but allows certain exceptions, offering a balanced compromise between flexibility and control.
Neither party may assign this agreement without the prior written consent of the other party, except that either party may assign this agreement without consent to an affiliate or in connection with a merger, reorganization, or sale of substantially all of its assets.
Change of control treated as assignment
This version treats a change in control (e.g., acquisition or merger) as an assignment, requiring consent to avoid silent transfers of obligations.
Any change in control of a party shall be deemed an assignment under this agreement and shall require the prior written consent of the other party.
Assignment permitted with notice only
This variation allows assignment but requires the assigning party to give notice, not seek consent — often a middle-ground for operational flexibility.
Either party may assign its rights or obligations under this agreement upon providing written notice to the other party. No consent shall be required for such assignment.
Assignment void without consent clause
This version explicitly states that unauthorized assignment renders the agreement void — a stricter form of assignment restriction.
Any assignment or transfer of this agreement without the prior written consent of the other party shall be null and void and of no effect.
Assignment permitted only to affiliates
This version limits assignment rights solely to affiliates, preventing broader third-party transfers.
A party may assign this agreement only to its affiliates, provided the assigning party remains responsible for the performance of all obligations under this agreement.
Assignment with liability retention
This version allows assignment but holds the assigning party liable even after assignment — useful when the other party wants continued assurance.
A party may assign this agreement with prior written notice to the other party; however, the assigning party shall remain jointly and severally liable for all obligations under this agreement following such assignment.
Assignment restricted to specific scenarios
This version permits assignment only in clearly defined situations — ideal when limited flexibility is acceptable.
Neither party may assign this agreement except in the event of a corporate reorganization, merger, or sale of all or substantially all of its business assets, provided that written notice is given to the other party.
Assignment prohibited entirely
This is the strictest form — neither party can assign under any circumstances, often used in sensitive or personal service contracts.
Neither party may assign or transfer any rights or obligations under this agreement under any circumstances. Any attempted assignment shall be void.
Assignment with counterpart approval
This version allows assignment but requires the proposed assignee to meet specific standards, giving the other party more control.
Neither party may assign this agreement without the prior written consent of the other party, which shall not be unreasonably withheld if the proposed assignee has comparable financial and operational capabilities to perform under this agreement.
Assignment with mutual notice and post-assignment responsibility
This version requires both parties to notify each other of assignments and ensures that the assignee formally agrees to assume all obligations.
Either party may assign this agreement by providing prior written notice to the other party, provided that the assignee agrees in writing to assume all obligations under this agreement. The assigning party shall furnish a copy of the assignment agreement upon request.
Assignment permitted for financing purposes only
This version permits assignment solely in connection with securing financing or collateral — often used in venture-backed or asset-heavy contracts.
Either party may assign its rights (but not obligations) under this agreement to a lender or financing entity as collateral for securing debt or credit, without consent, provided that such assignment does not relieve the assigning party of its obligations under this agreement.
Assignment subject to regulatory approval
This variation makes assignment contingent on any required regulatory or governmental approval — common in highly regulated industries.
Any assignment of this agreement shall be subject to obtaining all required regulatory or governmental approvals. No assignment shall be effective until such approvals have been obtained and written confirmation provided to the non-assigning party.
Assignment permitted only with operational continuity
This version allows assignment only if the assignee can guarantee uninterrupted service or performance under the agreement.
A party may assign this agreement with the other party’s prior written consent, which shall not be unreasonably withheld if the assignee can demonstrate its ability to perform all obligations without disruption or delay in service.
Assignment with notice and assignee qualifications
This version allows assignment with notice but requires that the assignee meets certain predefined qualifications.
Either party may assign this agreement with prior written notice, provided the assignee possesses the financial and operational capacity to perform all obligations under this agreement to a comparable standard.
Assignment with escalation period
This version includes a buffer period where the non-assigning party can raise objections before assignment becomes effective.
Either party may assign this agreement upon 30 days’ prior written notice. If the other party objects in writing within that period, the assignment shall not proceed unless both parties resolve the objection in good faith.
Assignment permitted only after expiration of minimum term
This version restricts assignment until a certain contract duration has passed.
Neither party may assign this agreement during the first 12 months of the term. Thereafter, assignment shall be permitted with the prior written consent of the other party.
Assignment requiring joint approval committee
This version introduces a joint committee to approve assignment decisions — often used in joint ventures.
Assignment of this agreement requires the approval of the joint governance committee established under Section [X]. Approval shall be granted only upon unanimous consent of the committee members.
Assignment for subcontracting purposes allowed
This version allows assignment only when used for subcontracting specific tasks.
A party may assign this agreement, in whole or in part, for the purpose of subcontracting specific services, provided the assigning party remains fully responsible for performance.
Assignment to successor entity only
This variation allows assignment only to an entity that is a direct successor to the assigning party’s business.
Assignment shall be permitted only to a successor entity acquiring all or substantially all of the assigning party’s business operations.
Assignment conditional on performance bond
This version allows assignment only if the assignee provides a performance bond or similar financial security.
No assignment shall be effective unless the assignee provides a performance bond or equivalent security acceptable to the non-assigning party.
Assignment subject to reassessment of pricing terms
This version allows assignment but permits renegotiation of pricing terms upon assignment.
Either party may assign this agreement with prior written consent, provided that upon assignment, the pricing terms under this agreement may be reassessed by mutual agreement.
Assignment allowed with transition support clause
This version ensures that the assigning party provides transition assistance post-assignment.
Assignment shall be permitted only if the assigning party agrees to provide reasonable transition support for a minimum of 30 days post-assignment to facilitate knowledge transfer.
Assignment with anti-competitive restriction
This version disallows assignment to competitors of the non-assigning party.
A party may assign this agreement only with the other party’s consent, which shall not be granted if the proposed assignee is a direct competitor of the non-assigning party.
Assignment subject to non-disclosure extension
This version extends confidentiality obligations to the assignee as a condition of assignment.
No assignment shall be effective unless the assignee agrees in writing to be bound by the confidentiality obligations set out in this agreement.
Assignment permitted under bankruptcy protection
This version allows assignment in the event of insolvency or bankruptcy proceedings.
In the event of insolvency or bankruptcy proceedings, either party may assign its rights and obligations under this agreement to a court-approved entity, subject to notification to the other party.
Assignment allowed under internal restructuring
This variation allows assignment in cases of internal reorganizations without requiring consent.
Either party may assign this agreement to any entity resulting from internal restructuring, reorganization, or consolidation within its corporate group, with prior written notice.
Assignment permitted if obligations prepaid
This version permits assignment if the assigning party prepays all outstanding obligations.
A party may assign this agreement without consent if it prepays all fees and amounts due under the agreement before the assignment date.
Assignment only upon mutual indemnity
This version requires mutual indemnities in favor of each party as a condition of assignment.
Assignment shall be permitted only if both parties execute mutual indemnification agreements covering any liabilities arising from or after the date of assignment.
Assignment with partial rights restriction
This version allows only certain rights to be assigned, while obligations must remain with the original party.
A party may assign its rights, but not its obligations, under this agreement, subject to prior written consent of the other party.
Assignment with pre-approved list of assignees
This version includes a pre-approved list of assignees agreed at the outset of the contract.
Assignment may be made to any party identified in Schedule A without further consent, provided written notice is given at least 15 days in advance.
Assignment permitted with milestone condition
This version permits assignment only upon achievement of specified milestones.
Either party may assign this agreement only upon achievement of the operational milestones outlined in Schedule B, subject to prior written notice.
Assignment allowed upon completion of key deliverables
This variation allows assignment only once core deliverables have been completed.
Assignment shall not be permitted until all primary deliverables under Sections 2–5 have been completed to the satisfaction of the other party.
Assignment with insurance requirement
This version makes assignment conditional upon the assignee carrying appropriate insurance.
A party may assign this agreement only if the proposed assignee maintains insurance coverage meeting or exceeding the standards set forth in Exhibit C.
Assignment subject to dispute resolution provision
This variation directs disputes over assignment to a defined resolution process.
Any disagreement regarding assignment rights under this agreement shall be resolved in accordance with the dispute resolution procedure set out in Section 12.
Assignment requiring prior compliance audit
This version mandates an audit of the assignee’s systems before assignment.
No assignment shall be valid unless the assignee passes a compliance audit demonstrating its ability to meet the standards required under this agreement.
Assignment with continuing warranty coverage
This version requires the assignee to honor any warranties provided under the agreement.
As a condition of assignment, the assignee shall assume all warranty obligations under this agreement for the remainder of the warranty term.
Assignment allowed with early termination right
This version gives the non-assigning party the option to terminate the agreement upon assignment.
In the event of assignment, the non-assigning party shall have the right to terminate this agreement upon 30 days’ written notice.
Assignment permitted with non-solicitation reaffirmation
This version requires assignees to reaffirm non-solicitation obligations.
No assignment shall be effective unless the assignee agrees in writing to be bound by the non-solicitation provisions in Section 8 of this agreement.
Assignment with carve-out for intellectual property
This variation excludes IP-related rights from assignment.
Assignment shall not include any intellectual property rights unless expressly approved in writing by the other party.
Assignment with approval deadline
This version compels the other party to respond to assignment requests within a timeframe.
Consent to assignment shall be deemed granted if the non-assigning party does not respond in writing within 10 business days of receiving the request.
Assignment subject to tax neutrality
This variation allows assignment only if it does not create adverse tax consequences for the non-assigning party.
Assignment shall be permitted only if it does not result in adverse tax consequences to the non-assigning party, as determined in its sole discretion.
Assignment only to publicly listed entities
This version restricts assignment to companies listed on public stock exchanges.
Assignment may only be made to entities listed on a nationally recognized securities exchange, subject to written notice.
Assignment with termination fee
This variation allows assignment but imposes a termination fee on the assigning party.
In the event of assignment, the assigning party shall pay the non-assigning party a termination fee equal to one month’s service fees.
Assignment allowed with service level reassessment
This version allows the other party to reassess and renegotiate service levels upon assignment.
The non-assigning party reserves the right to reassess and renegotiate service level obligations upon any approved assignment.
Assignment limited to geographic boundaries
This variation limits assignment to assignees operating in specified regions.
Assignment is permitted only to entities headquartered or operating within [SPECIFIED JURISDICTION], subject to prior written notice.
Assignment with security review requirement
This version requires a security audit of the assignee’s systems before assignment is finalized.
Assignment shall be subject to completion of a satisfactory security review of the assignee’s infrastructure and practices.
Assignment subject to conflict of interest disclosure
This variation requires disclosure of any potential conflicts by the proposed assignee.
Prior to assignment, the assigning party must disclose any known conflicts of interest related to the proposed assignee.
Assignment restricted to industry peers
This version allows assignment only to businesses operating within the same industry sector.
Assignment shall be permitted only to entities primarily operating in the same industry sector as the assigning party.
Assignment permitted with consent but no liability release
This version clarifies that assignment does not release prior liability.
Consent to assignment does not release the assigning party from any obligations or liabilities arising prior to the effective date of assignment.
Assignment permitted but capped at one transfer
This version limits each party to one permitted assignment during the agreement term.
Each party may assign this agreement once during the term, subject to written notice and assignee acceptance of all terms herein.
Assignment restricted unless revenue threshold met
This version ties assignment permission to the assignee’s financial metrics.
Assignment is permitted only to entities with annual revenues exceeding $[X] million, as verified by independent financial statements.
Assignment subject to prior performance record
This variation requires demonstration of the assignee’s relevant experience.
Assignment shall be contingent on the proposed assignee providing evidence of successful prior performance in contracts of similar scope.
Assignment requiring environmental compliance certification
This version allows assignment only if the assignee meets specific sustainability or compliance standards.
Assignment shall be permitted only if the proposed assignee provides written certification of compliance with all applicable environmental and sustainability standards relevant to this agreement.
Assignment with escalation to executive leadership
This version routes assignment decisions to executive leadership rather than operational contacts.
Any request for assignment shall be escalated to and approved in writing by the executive leadership of both parties before becoming effective.
Assignment conditional on non-interruption warranty
This version allows assignment only if the assignee warrants that no service interruptions will occur.
Assignment shall be permitted only if the proposed assignee provides a written warranty that its assumption of obligations will not result in any service interruptions.
Assignment with termination option for material adverse change
This version lets the non-assigning party terminate if the assignment introduces significant negative changes.
In the event the proposed assignment results in a material adverse change to the non-assigning party’s business or performance expectations, the non-assigning party may terminate this agreement with 15 days’ written notice.
Assignment permitted only if no downgrade in credit rating
This variation requires that the assignee’s financial standing meets a minimum threshold.
Assignment shall be permitted only if the proposed assignee has a credit rating equal to or higher than that of the assigning party as of the effective date of the agreement.
Assignment with third-party escrow requirement
This version adds a requirement for third-party escrow of critical data or assets during transition.
Assignment shall be contingent on the assigning party placing all essential deliverables and documentation in escrow with a mutually agreed third-party agent to ensure continuity during transition.
Assignment with customer notification clause
This version requires the assigning party to notify end customers (if any) of the assignment.
In the event of assignment, the assigning party shall notify all affected customers or end users within 10 business days and provide the non-assigning party with proof of such notification.
Assignment permitted only in case of force majeure
This variation allows assignment only under force majeure circumstances.
Assignment of this agreement shall only be permitted if necessitated by a force majeure event that materially affects the assigning party’s ability to perform.
Assignment with proportional liability cap
This version includes a cap on the liability of the assigning party after assignment.
The liability of the assigning party following assignment shall be limited to obligations incurred prior to the assignment date and capped at [INSERT AMOUNT].
Assignment restricted unless internal governance approvals obtained
This version requires that all internal governance protocols be completed prior to assignment.
Assignment shall be permitted only after the assigning party obtains all necessary internal corporate or board approvals and submits evidence of such approvals to the non-assigning party.
Assignment with non-assignment indemnity
This version indemnifies the non-assigning party in case an assignment occurs without consent.
The assigning party agrees to indemnify and hold harmless the non-assigning party against any claims, losses, or damages arising from any unauthorized assignment of this agreement.
Assignment with end-of-term trigger
This version allows assignment only near or at the end of the contract term.
Assignment shall be permitted only during the final 60 days of the agreement’s term and shall be subject to written notice and consent.
Assignment by mutual agreement only
This version requires both parties to initiate and agree upon any assignment.
No assignment shall occur unless jointly initiated and agreed upon by both parties in writing, irrespective of any other provision in this agreement.
Assignment void if key personnel replaced
This variation voids assignment if the assignee replaces key named personnel critical to the agreement.
Assignment shall not be valid if the proposed assignee intends to replace any key personnel listed in Schedule D unless otherwise approved in writing by the non-assigning party.
Assignment subject to data protection compliance
This version conditions assignment on compliance with data privacy regulations.
Assignment shall be permitted only if the assignee demonstrates full compliance with applicable data protection and privacy laws, including [INSERT RELEVANT REGULATIONS].
Assignment requiring training certification
This version requires that assignees undergo specific training before the assignment is approved.
Assignment shall be contingent on the proposed assignee completing the onboarding and compliance training programs outlined in Schedule E.
Assignment with license transfer restriction
This variation prohibits transfer of licenses granted under the agreement.
Any assignment under this agreement shall not include the transfer of any licenses granted herein unless expressly authorized in writing by the licensor.
Assignment allowed only under joint venture formation
This version limits assignment rights to scenarios where both parties form a joint venture.
Assignment shall be permitted only in connection with the formation of a jointly controlled legal entity governed by a separate joint venture agreement.
Assignment with multi-party disclosure obligation
This variation requires the assigning party to disclose the assignment to all contract-related stakeholders.
Upon assignment, the assigning party shall notify all third parties involved in the performance or delivery under this agreement within five business days.
Assignment conditioned on cybersecurity compliance audit
This version requires a cybersecurity audit as a condition precedent to assignment.
No assignment shall be valid unless the proposed assignee completes a cybersecurity compliance audit and provides a satisfactory report to the non-assigning 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.