Contract clause library

Corporate transactions: Copy, customize, and use instantly

Introduction

A corporate transactions clause addresses what happens to the parties’ rights and responsibilities if a major event—like a merger, acquisition, sale of assets, or restructuring—occurs. It helps clarify whether the agreement continues, can be assigned, or triggers any special rights or notifications. This clause is commonly used in commercial agreements, licensing deals, service contracts, and joint ventures to protect each party’s position during organizational change.

Below are templates for corporate transactions clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard corporate transactions clause

This version allows the agreement to continue following a transaction.

This Agreement shall remain binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, including any successor entity resulting from a merger, acquisition, or other corporate reorganization.

Corporate transactions clause with change of control notice requirement

This clause requires one party to notify the other of a transaction.

In the event of a change of control, merger, or sale of substantially all assets, the affected Party shall provide written notice to the other Party within [number] days of the closing of such transaction.

Corporate transactions clause with termination right upon transaction

This version gives the non-affected party an exit option.

If either Party undergoes a merger, acquisition, or sale of all or substantially all of its assets, the other Party may terminate this Agreement upon [number] days’ written notice.

Corporate transactions clause with non-assignability restriction

This clause prohibits assignment in corporate transactions without consent.

Neither Party may assign this Agreement, whether by operation of law or as part of a corporate transaction (including merger, acquisition, or sale of assets), without the prior written consent of the other Party.

Corporate transactions clause with automatic assignment

This version allows seamless continuation without approval.

In the event of a merger, consolidation, or sale of substantially all assets, this Agreement shall automatically transfer to and be binding upon the successor entity, without requiring prior consent from the other Party.

Corporate transactions clause with carve-out for internal reorganizations

This version allows flexibility for internal restructuring.

This Agreement may be assigned by either Party without consent in connection with an internal corporate reorganization, provided that the successor entity assumes all obligations under this Agreement in writing.

Corporate transactions clause with mutual assignment rights

This clause permits both parties to assign in connection with corporate events.

Either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assigning Party provides prompt written notice to the other Party.

Corporate transactions clause with review period after assignment

This version provides time to evaluate the impact of a transaction.

In the event of an assignment due to a corporate transaction, the non-assigning Party shall have [number] days to review the impact of the change and request reasonable assurances of continued performance.

This clause allows assignment to certain buyer types without consent.

Notwithstanding anything to the contrary, either Party may assign this Agreement without consent to a strategic acquirer operating in the same industry or a wholly owned affiliate, provided that notice is given.

Corporate transactions clause with renegotiation trigger

This version requires a discussion if ownership changes.

If either Party undergoes a change of control, the Parties agree to enter good-faith discussions within [number] days to assess whether any modifications to this Agreement are necessary based on the new corporate structure.

Corporate transactions clause with service continuity obligation

This clause ensures performance after a transaction.

In the event of any merger, acquisition, or restructuring, the assigning Party shall ensure uninterrupted service and full performance of its obligations during and after the transaction.

Corporate transactions clause with restriction on assignment to competitor

This version restricts assignment to competitors, even in M&A.

Neither Party may assign or transfer this Agreement to a direct competitor of the other Party as part of a corporate transaction without prior written consent.

Corporate transactions clause with notice and documentation requirement

This clause includes a formal process for disclosure.

Any assignment under a corporate transaction must be accompanied by written notice to the other Party and reasonable documentation confirming the successor’s assumption of obligations.

Corporate transactions clause with no implied novation

This version prevents assumptions that a transaction releases obligations.

No corporate transaction, including assignment or merger, shall be deemed to constitute a novation unless expressly agreed in writing by all Parties.

Corporate transactions clause with anti-circumvention language

This clause prevents using transactions to bypass restrictions.

The Parties agree that no corporate transaction shall be used to circumvent the terms or limitations of this Agreement, including any performance, payment, or exclusivity obligations.

Corporate transactions clause with limited assignment rights for partial asset sales

This version addresses situations where only part of a business is sold.

In the case of a partial sale of assets, this Agreement may not be assigned without consent unless the acquiring entity assumes full responsibility for all obligations under this Agreement.

Corporate transactions clause with survival of obligations

This clause confirms that obligations continue post-transaction.

All rights and obligations under this Agreement shall survive any merger, acquisition, or corporate restructuring and shall bind the applicable successor entity.

Corporate transactions clause with escrow requirement for successors

This version adds a safeguard for payment continuity.

In the event of a corporate transaction, the assigning Party shall ensure that all outstanding payment obligations are secured, including through escrow or other financial arrangements acceptable to the other Party.

Corporate transactions clause with pre-transaction consultation

This clause encourages pre-closing discussion.

Each Party agrees to provide reasonable advance notice and consult with the other Party prior to executing any material corporate transaction that may affect performance under this Agreement.

Corporate transactions clause with obligation to disclose successor contacts

This version requires sharing relevant successor information.

Upon completion of a corporate transaction, the assigning Party shall provide full contact details for the successor entity’s authorized representatives for ongoing communication.

Corporate transactions clause with reverse assignment opt-out

This clause allows a Party to opt out of a successor's continued rights.

The non-affected Party may, within [number] days of receiving notice of a corporate transaction, opt out of continuing the Agreement with the successor entity by providing written notice.

Corporate transactions clause with IP licensing continuity

This version protects ongoing license rights post-transaction.

Any assignment of this Agreement as part of a corporate transaction shall not affect the validity or enforceability of any license rights granted hereunder, which shall continue under the successor entity.

Corporate transactions clause with cross-default protection

This clause links a corporate event to default terms.

If a Party assigns this Agreement without required consent, or fails to notify the other Party of a corporate transaction, it shall be deemed a material breach subject to immediate termination.

Corporate transactions clause with audit right post-assignment

This version allows the other Party to verify continuity.

Following assignment of this Agreement due to a corporate transaction, the non-assigning Party shall have the right to audit the successor entity’s compliance with the Agreement within [number] days.

Corporate transactions clause with joint liability language

This clause holds the original entity liable even after transfer.

Assignment under a corporate transaction shall not release the original Party from liability unless expressly agreed. Both the original and successor entities shall remain jointly responsible for all obligations until release is confirmed in writing.

Corporate transactions clause with automatic binding of successors

This clause ensures automatic succession without consent.

This Agreement shall automatically bind any successor or assignee of either Party in the event of a merger, consolidation, or sale of substantially all assets, without requiring any additional action or approval.

Corporate transactions clause with transitional cooperation obligation

This version includes a duty to support a smooth handover.

In connection with any corporate transaction, the transferring Party agrees to cooperate fully with the successor entity to ensure a smooth transition and continued performance under this Agreement.

Corporate transactions clause with early termination fee

This clause introduces a fee if a transaction causes early termination.

If a corporate transaction results in the early termination of this Agreement, the terminating Party shall pay an early termination fee of [$amount] as compensation for loss of business continuity.

Corporate transactions clause with assignment conditions checklist

This version outlines minimum requirements for successor acceptance.

Any assignment under a corporate transaction shall be contingent on the successor entity meeting the following conditions: (i) written assumption of obligations; (ii) provision of contact information; (iii) confirmation of financial capacity.

Corporate transactions clause with milestone continuation requirement

This clause ensures project milestones remain intact post-transaction.

Any successor or assignee under a corporate transaction shall continue with all agreed project milestones, deliverables, and timelines without disruption or modification, unless agreed in writing.

Corporate transactions clause with confidentiality reaffirmation

This version restates confidentiality obligations post-assignment.

Following a corporate transaction, the successor entity shall be bound by all confidentiality obligations in this Agreement, and the original Party shall ensure appropriate transition of any confidential information.

Corporate transactions clause with minimum notice period before transaction

This clause requires advance written notice.

Each Party shall provide the other with no less than [number] days’ written notice prior to the execution of any planned merger, sale, or corporate restructuring that may impact this Agreement.

Corporate transactions clause with no waiver of obligations

This version confirms that obligations are not waived due to a transaction.

No provision of this Agreement shall be waived, modified, or nullified as a result of any corporate transaction, unless agreed in writing by both Parties.

This clause allows assignment, with fair consent rules.

Assignment of this Agreement in connection with a corporate transaction shall require the prior written consent of the other Party, which shall not be unreasonably withheld, delayed, or conditioned.

Corporate transactions clause with employee continuity provision

This version ensures key personnel remain post-transaction.

In the event of a corporate transaction, the assigning Party shall make commercially reasonable efforts to retain the core project team for a minimum of [number] days following the transaction.

Corporate transactions clause with transition services agreement option

This clause allows for formal support post-close.

If requested by the non-affected Party, the assigning Party shall enter into a transition services agreement for a defined period to ensure uninterrupted service following a corporate transaction.

Corporate transactions clause with competitive sensitivity language

This version protects against exposure to competitor acquirers.

If this Agreement is assigned to an entity with competing interests, the disclosing Party may request that specific confidential or strategic provisions be amended, redacted, or limited.

Corporate transactions clause with dispute resolution rollover

This clause ensures the same dispute resolution terms apply post-transaction.

Any corporate transaction shall not affect the dispute resolution provisions of this Agreement, which shall continue to apply to both the original and successor entities.

Corporate transactions clause with audit rights continuity

This version ensures audit provisions carry over.

Any audit rights granted under this Agreement shall remain enforceable against any successor entity following a corporate transaction.

Corporate transactions clause with pre-transaction certification

This clause allows pre-close validation of obligations.

Prior to closing a corporate transaction, the assigning Party shall certify that all obligations under this Agreement have been met or are on track, and disclose any anticipated gaps or delays.

Corporate transactions clause with non-merger survival clause

This version clarifies obligations survive even without a merger.

The obligations set forth in this Agreement shall survive and continue regardless of whether the assigning Party merges into another entity, is dissolved, or undergoes liquidation.

This clause gives one Party the sole right to approve assignment.

The [Client/Party A] shall have the exclusive right to approve or deny any assignment of this Agreement resulting from a corporate transaction, at its sole discretion.

Corporate transactions clause with intellectual property restriction post-transaction

This version restricts IP use by successors.

In the event of assignment under a corporate transaction, any intellectual property granted under this Agreement shall not be sublicensed, transferred, or used by any successor for purposes outside the original scope without prior consent.

Corporate transactions clause with successor training requirement

This clause obligates knowledge transfer to new parties.

The assigning Party shall provide sufficient training, documentation, and handover support to ensure the successor entity is fully prepared to assume responsibilities under this Agreement.

Corporate transactions clause with formal assignment acknowledgment

This version requires a signed acknowledgment from the successor.

Any assignment under a corporate transaction must include a written acknowledgment signed by the successor entity confirming acceptance of all terms and obligations under 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.

Last updated 10 Mar 2025