Assignment clause: Copy, customize, and use instantly
Introduction
An assignment clause determines whether and how a party can transfer its rights under the contract to someone else. This clause ensures clarity and prevents disputes by setting out the rules for assignment. It’s especially important for agreements where changes to the rights holder could affect performance or risk.
Below are assignment clause templates tailored to different situations. Copy the one you need, customise it, and include it in your contract.
Neutral assignment clause
This clause allows assignments with prior written consent, providing a balanced approach.
Neither party may assign its rights under this agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Any attempted assignment without such consent shall be void.
Restrictive assignment clause
This clause prohibits assignment entirely unless explicitly permitted in writing.
Neither party may assign its rights 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.
Permissive assignment clause
This clause allows assignments without the need for prior consent.
Either party may assign its rights under this agreement without the consent of the other party, provided that the assigning party gives prior written notice of the assignment.
Assignment for change of control clause
This clause explicitly addresses assignments resulting from mergers, acquisitions, or other structural changes.
Either party may assign its rights under this agreement in connection with a merger, consolidation, or sale of all or substantially all of its assets, provided that the assigning party gives written notice to the other party within [insert timeframe].
Assignment with notice-only requirement clause
This clause requires the assigning party to notify the other party, without requiring consent.
Either party may assign its rights under this agreement by providing prior written notice to the other party. Such notice must include the name and contact information of the assignee.
Assignment with restrictions for competitor clause
This clause prohibits assignment to a competitor of the other party.
Neither party may assign its rights under this agreement to any entity that directly competes with the other party, without the prior written consent of the non-assigning party. Any such attempted assignment shall be null and void.
Assignment with indemnity clause
This clause requires the assigning party to indemnify the other party against any issues arising from the assignment.
Either party may assign its rights under this agreement with prior written notice to the other party. The assigning party agrees to indemnify and hold the other party harmless from any claims or liabilities arising from the assignment.
Assignment for financial purposes clause
This clause permits assignment for financing or security purposes.
Either party may assign its rights under this agreement as collateral for financing purposes, provided that the assigning party provides prior written notice to the other party and such assignment does not affect the rights of the other party under this agreement.
Prohibited assignment clause
This clause explicitly bans assignment under any circumstances.
Neither party may assign its rights under this agreement under any circumstances. Any attempted assignment shall be null and void.
Assignment with conditions clause
This clause allows assignment only if specific conditions are met.
Either party may assign its rights under this agreement only if (i) the assignee agrees in writing to be bound by the terms of this agreement, and (ii) the assigning party provides prior written notice to the other party.
Assignment with automatic transfer clause
This clause allows automatic assignment upon certain pre-defined events, such as bankruptcy or sale of assets.
Rights under this agreement shall automatically transfer to the assigning party’s successor in interest in the event of bankruptcy, liquidation, or sale of all or substantially all of the assigning party’s assets. Written notice of such transfer must be provided to the other party.
Assignment with governmental approval clause
This clause is designed for agreements that require regulatory or governmental approval for assignments.
Either party may assign its rights under this agreement only with prior written consent of the other party and, if required, approval from the relevant regulatory or governmental authorities.
Assignment with mutual consent clause
This clause ensures assignments can only happen if both parties agree in writing.
Neither party may assign its rights under this agreement without the mutual written consent of the other party. Any attempted assignment without such consent is void and unenforceable.
Assignment with written acknowledgment clause
This clause requires the assignee to acknowledge the assignment in writing.
Either party may assign its rights under this agreement with prior written notice to the other party. The assignment is valid only if the assignee provides a written acknowledgment agreeing to be bound by the terms of this agreement.
Assignment with notification deadline clause
This clause allows assignment but imposes a strict timeline for notifying the other party.
Either party may assign its rights under this agreement, provided that written notice is given to the other party no later than [insert number] days before the assignment becomes effective.
Assignment with termination option clause
This clause gives the non-assigning party the option to terminate the agreement upon assignment.
Either party may assign its rights under this agreement with prior written notice to the other party. The non-assigning party may terminate this agreement within [insert timeframe] of receiving notice of the assignment.
Assignment with third-party approval clause
This clause requires approval from a designated third party before an assignment is valid.
Neither party may assign its rights under this agreement without the prior written consent of [insert third party]. Any assignment without such approval shall be null and void.
Assignment with partial transfer clause
This clause allows for only part of the rights under the agreement to be assigned.
Either party may assign a portion of its rights under this agreement with prior written notice to the other party. The assigning party remains responsible for any unassigned rights.
Assignment with escrow condition clause
This clause requires the assigning party to place certain funds or documents in escrow before assignment.
Rights under this agreement may be assigned only if the assigning party places [insert funds/documents] in escrow to ensure compliance with the terms of this agreement. Written notice must be provided to the other party before the assignment.
Assignment with geographic restriction clause
This clause restricts assignments to entities operating in specific locations.
Either party may assign its rights under this agreement only to an entity operating in [insert location]. Any assignment outside this geographic restriction is void and unenforceable.
Assignment for multi-party agreements clause
This clause tailors assignment rules for agreements involving more than two parties.
Any party to this agreement may assign its rights with prior written consent from all other parties. Assignments without unanimous consent are void and unenforceable.
Assignment for intellectual property rights clause
This clause specifies assignment rules for intellectual property-related agreements.
Intellectual property rights under this agreement may not be assigned without the prior written consent of the other party. Any unauthorized assignment of such rights shall be deemed null and void.
Assignment with dispute resolution condition clause
This clause makes assignments contingent on resolving any existing disputes between the parties.
Rights under this agreement may only be assigned if any outstanding disputes between the parties are resolved in writing prior to the assignment. Assignments made in violation of this condition are invalid.
Assignment with indemnity and insurance clause
This clause requires the assignee to provide indemnity and insurance coverage before the assignment is valid.
Rights under this agreement may be assigned only if the assignee provides written indemnity and evidence of sufficient insurance coverage to the non-assigning party. Written notice of the assignment must also be provided.
Assignment with consent not to be unreasonably withheld clause
This clause prevents one party from unreasonably blocking an assignment.
Neither party may assign its rights under this agreement without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment without such consent is void.
Assignment with automatic notification clause
This clause makes it mandatory for the assigning party to notify the other party automatically upon assignment.
Either party may assign its rights under this agreement, provided the assigning party notifies the other party in writing within [insert timeframe] of completing the assignment. Failure to notify will not invalidate the assignment but may result in penalties under this agreement.
Assignment for bankruptcy protection clause
This clause specifies what happens to assignments in the event of bankruptcy.
In the event of bankruptcy, insolvency, or similar proceedings, the rights under this agreement may not be assigned without the written consent of the non-assigning party. Any assignment without such consent is invalid.
Assignment with successor liability clause
This clause ensures that assignees take on liabilities tied to the assigned rights.
Rights under this agreement may be assigned only if the assignee agrees in writing to assume all liabilities associated with the assigned rights. Written notice must be provided to the non-assigning party before the assignment is effective.
Assignment with ongoing performance clause
This clause requires the assigning party to continue performing obligations tied to the agreement.
Rights under this agreement may be assigned, but the assigning party must continue to perform any obligations under the agreement until the assignment is fully executed and acknowledged by the other party.
Assignment with material impact restriction clause
This clause prohibits assignments that would materially affect the other party’s rights or obligations.
Neither party may assign its rights under this agreement if such assignment would materially alter the rights, obligations, or performance under this agreement for the non-assigning party. Any such assignment is void unless agreed to in writing.
Assignment with public disclosure clause
This clause requires the assigning party to disclose assignments in publicly available filings, if applicable.
Any assignment of rights under this agreement must be disclosed in all relevant public filings or records, if required by law or regulation. Written notice of the assignment must also be provided to the other party.
Assignment with mutual indemnity clause
This clause requires both the assigning party and the assignee to provide indemnity to the non-assigning party.
Rights under this agreement may be assigned only if both the assigning party and the assignee provide written indemnity to the non-assigning party for any losses arising from the assignment.
Assignment with no liability release clause
This clause explicitly states that assigning rights does not release the assigning party from liabilities.
Rights under this agreement may be assigned with prior written consent, but such assignment does not release the assigning party from any liabilities or obligations arising under this agreement.
Assignment with specific exclusion clause
This clause prohibits the assignment of certain specified rights under the agreement.
Rights under this agreement may be assigned except for [insert specific rights, e.g., “intellectual property rights or payment obligations”], which are non-transferable under any circumstances.
Assignment with mutual renegotiation clause
This clause allows the non-assigning party to renegotiate terms upon an assignment.
Rights under this agreement may be assigned with prior written notice to the other party. The non-assigning party reserves the right to renegotiate the terms of this agreement within [insert timeframe] after receiving notice of the assignment.
Assignment with tax implication acknowledgment clause
This clause requires the assigning party to disclose any tax implications of the assignment.
Either party may assign its rights under this agreement, provided the assigning party provides written notice to the other party detailing any potential tax implications of the assignment. Failure to provide such notice renders the assignment invalid.
Assignment with contingent performance clause
This clause ties the validity of the assignment to specific performance metrics.
Rights under this agreement may only be assigned if the assigning party has met [insert specific performance metric, e.g., “a minimum sales target”] prior to the assignment. Any assignment made without fulfilling this condition shall be void.
Assignment with deferred effectiveness clause
This clause delays the effectiveness of the assignment until a specific condition is met.
Any assignment of rights under this agreement will not take effect until [insert condition, e.g., “the assignee provides proof of adequate insurance”]. The assigning party remains responsible for all rights until the condition is satisfied.
Assignment for related entities clause
This clause allows assignments only to affiliates, subsidiaries, or related entities.
Either party may assign its rights under this agreement to an affiliate, subsidiary, or other related entity without requiring the consent of the other party, provided written notice is given within [insert timeframe] of the assignment.
Assignment with non-competition clause
This clause restricts assignment to parties that would create a competitive disadvantage.
Neither party may assign its rights under this agreement to any entity engaged in a competing business with the other party. Any attempted assignment to such an entity shall be null and void.
Assignment with risk mitigation clause
This clause ensures risk assessments are conducted before an assignment is valid.
Rights under this agreement may only be assigned after the assigning party conducts a risk assessment and provides a report to the non-assigning party. Assignments without such documentation are invalid.
Assignment with payment condition clause
This clause ties the assignment to a payment obligation from the assigning party.
Rights under this agreement may only be assigned if the assigning party has paid all outstanding obligations under this agreement. Assignments made in violation of this condition are void.
Assignment for regulatory compliance clause
This clause ensures that assignments comply with specific industry regulations.
Rights under this agreement may only be assigned if the assignment complies with [insert specific regulation, e.g., “GDPR, HIPAA, or other applicable standards”]. Assignments failing to meet these requirements are invalid.
Assignment with shared benefit clause
This clause allows the assignee to share benefits with the assigning party after the assignment.
Rights under this agreement may be assigned, provided the assignee agrees to share any benefits arising from the assigned rights with the assigning party. Written notice of such arrangement must be provided to the non-assigning party.
Assignment with duration limit clause
This clause limits the duration for which an assignment remains valid.
Any assignment of rights under this agreement shall be valid for a period of [insert timeframe, e.g., “12 months”] from the effective date of the assignment. After this period, the rights revert to the assigning party unless extended in writing by the non-assigning party.
Assignment with performance bond clause
This clause requires the assignee to post a performance bond before the assignment takes effect.
Rights under this agreement may only be assigned if the assignee provides a performance bond in an amount sufficient to cover potential damages. Assignments without such a bond are null and void.
Assignment with approval timeline clause
This clause sets a specific timeline for consent to be granted or denied.
Either party may assign its rights under this agreement, provided that the non-assigning party grants or denies consent within [insert timeframe, e.g., “30 days”] of receiving the request. Failure to respond within this period constitutes consent.
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.