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M&A clause: Copy, customize, and use instantly

Introduction

An M&A clause outlines the rights, obligations, and terms related to mergers, acquisitions, or other corporate restructurings during the course of an agreement. It addresses the impact of such corporate events on the contract and the parties involved, ensuring proper handling of obligations and rights in the event of a merger or acquisition.

Below are templates for M&A clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard M&A clause

This version covers general M&A provisions.

In the event of a merger, acquisition, or other corporate restructuring of either party, the rights and obligations under this Agreement shall be binding upon and inure to the benefit of the surviving or acquiring entity, and the parties agree to cooperate in making any necessary amendments to this Agreement.

M&A clause with notice of change in control

This version includes a notice of change in control.

The [Customer] agrees to notify the [Provider] in writing within [X] days of any change in control, merger, or acquisition of its business that may affect its ability to perform obligations under this Agreement.

M&A clause with right of termination upon M&A

This version includes a right of termination.

Either party shall have the right to terminate this Agreement immediately in the event of a merger, acquisition, or change in control of the other party, provided such termination is exercised within [X] days of receiving notice of the corporate event.

M&A clause with assumption of liabilities in a merger

This version addresses the assumption of liabilities.

In the event of a merger, acquisition, or corporate restructuring, the acquiring party shall assume all liabilities, obligations, and responsibilities of the acquired party under this Agreement, subject to any necessary amendments.

M&A clause with approval required for M&A transactions

This version requires approval for M&A transactions.

No merger, acquisition, or other corporate restructuring of either party shall take effect without the prior written approval of the other party, which shall not be unreasonably withheld.

M&A clause with continuity of obligations

This version ensures continuity of obligations post-M&A.

In the event of a merger or acquisition, the obligations and rights of the parties under this Agreement shall continue in full force and effect, and the acquiring party shall be responsible for performing all obligations of the acquired party.

M&A clause with automatic assignment of rights

This version automatically assigns rights in case of M&A.

Upon the occurrence of a merger or acquisition, the rights and obligations of the [Customer] under this Agreement shall automatically transfer to the acquiring entity, and the [Provider] shall have the right to continue performing services under the same terms.

M&A clause with performance assurances post-acquisition

This version includes performance assurances.

Following a merger or acquisition, the surviving or acquiring party shall provide written assurances to the other party that it will continue to perform all obligations under this Agreement in accordance with its terms.

This version requires consent for M&A.

Neither party shall engage in a merger or acquisition without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned.

M&A clause with right to renegotiate terms post-acquisition

This version allows renegotiation after M&A.

In the event of a merger or acquisition, either party may request to renegotiate specific terms of this Agreement if such changes are deemed necessary to accommodate the new structure or ownership.

M&A clause with right to terminate upon change of control

This version includes the right to terminate upon change of control.

In the event of a change of control, merger, or acquisition of either party, the non-acquiring party may terminate this Agreement upon providing written notice within [X] days after the change.

M&A clause with escrow provision for post-M&A transition

This version includes an escrow provision.

Upon the completion of a merger or acquisition, an escrow account shall be established to ensure the proper transition of obligations and responsibilities under this Agreement for a period of [X] months.

M&A clause with liability for pre-acquisition actions

This version assigns liability for pre-acquisition actions.

In the event of a merger or acquisition, the acquiring party shall remain liable for any pre-acquisition obligations, claims, or breaches by the acquired party under this Agreement.

M&A clause with assumption of warranties

This version includes assumption of warranties.

Upon a merger or acquisition, the acquiring party shall assume all warranties and guarantees provided by the acquired party under this Agreement, as if it were the original party to the contract.

M&A clause with no effect on intellectual property rights

This version ensures no effect on IP rights.

A merger, acquisition, or change in control shall not affect the ownership or licensing of intellectual property rights under this Agreement, and all such rights shall remain in place unless specifically amended in writing.

M&A clause with protection for confidential information

This version protects confidential information post-M&A.

In the event of a merger or acquisition, both parties agree to continue maintaining the confidentiality of any proprietary or confidential information shared during the course of this Agreement, even if the acquiring entity has access to such information.

M&A clause with no effect on payment terms

This version clarifies payment terms post-M&A.

Upon a merger or acquisition, the payment terms set forth in this Agreement shall remain unchanged, and the acquiring entity shall assume full responsibility for the payment of any outstanding or future invoices.

M&A clause with notification requirement

This version includes a notification requirement.

Either party shall notify the other party in writing within [X] days of any merger, acquisition, or change in control that may affect the performance of the obligations under this Agreement.

M&A clause with ownership of customer data post-acquisition

This version specifies ownership of customer data.

In the event of a merger or acquisition, the ownership and control of customer data and any other sensitive information collected under this Agreement shall remain with the [Customer], unless otherwise agreed upon in writing.

M&A clause with treatment of existing liabilities

This version addresses existing liabilities post-M&A.

The acquiring party in any merger or acquisition shall assume all liabilities of the acquired party related to this Agreement, including any pending or future claims, and shall indemnify the other party for such liabilities.

M&A clause with governing law change upon M&A

This version allows for governing law change.

In the event of a merger or acquisition, the parties may agree to change the governing law and jurisdiction for the Agreement, with any such amendments documented in writing.

M&A clause with right to seek third-party arbitration

This version includes third-party arbitration.

Following a merger or acquisition, any disputes arising from this Agreement may be submitted to third-party arbitration, in accordance with the rules of [Arbitration Body], provided both parties agree to such resolution.

M&A clause with continuing obligations of acquired party

This version requires continuing obligations.

The acquired party shall continue to fulfill all obligations under this Agreement, including any obligations related to performance, quality, and service standards, until the effective date of the merger or acquisition.

M&A clause with confidentiality regarding the merger details

This version includes confidentiality regarding merger details.

The details of any merger or acquisition, including the terms, are confidential and shall not be disclosed to third parties, except as required by law or regulation, until the completion of the transaction.

M&A clause with right to review the terms after acquisition

This version includes a review of terms post-acquisition.

Upon completion of a merger or acquisition, the [Customer] shall have the right to review the terms of this Agreement and propose modifications to better align with the new structure or ownership.

M&A clause with non-compete provision after merger

This version includes a non-compete provision.

Following a merger or acquisition, the acquiring party agrees not to directly or indirectly engage in any business that competes with the [Customer] within [X] years of the acquisition, except as specifically agreed in writing.

M&A clause with assignment of rights to affiliates

This version allows assignment to affiliates.

In the event of a merger or acquisition, the acquiring party may assign the rights and obligations under this Agreement to its affiliates, provided such affiliates comply with the terms of this Agreement.

M&A clause with debt assumption

This version includes debt assumption.

Upon the merger or acquisition, the acquiring party shall assume all debts, obligations, and liabilities of the acquired party under this Agreement, including any outstanding financial obligations.

M&A clause with continuation of business operations

This version ensures business operations continue.

Following a merger or acquisition, the acquiring party shall ensure the continuation of the [Customer]'s business operations as agreed upon in this Agreement, including performance of services or products outlined hereunder.

This version includes conditions for change of control.

In the event of a merger or acquisition, the acquiring party shall not change the control of this Agreement without the prior written consent of the [Customer], which consent shall not be unreasonably withheld.

M&A clause with limitations on the scope of asset transfer

This version limits asset transfer scope.

In the event of a merger or acquisition, the transfer of tangible or intangible assets under this Agreement shall be limited to those assets necessary to fulfill the terms and conditions of this Agreement.

M&A clause with amendment to financial terms upon acquisition

This version allows for amendment of financial terms.

Following a merger or acquisition, the financial terms of this Agreement, including pricing and payment schedules, may be amended to reflect changes in business structure, subject to mutual agreement.

M&A clause with new contracts for new entities

This version requires new contracts.

Upon the merger or acquisition of either party, the surviving or acquiring entity will enter into a new contract with the other party, superseding this Agreement, unless the parties agree otherwise in writing.

M&A clause with restrictions on the acquiring party's use of customer assets

This version restricts use of customer assets.

In the event of a merger or acquisition, the acquiring party shall not use the [Customer]'s intellectual property or assets outside the scope of this Agreement, unless expressly authorized by the [Customer] in writing.

M&A clause with continuing access to proprietary technology

This version ensures continuing access to technology.

After a merger or acquisition, the acquiring party agrees to maintain the [Customer]'s access to any proprietary technology or assets provided under this Agreement for the duration of the contract, unless mutually agreed upon to discontinue such access.

M&A clause with no automatic renewal after acquisition

This version excludes automatic renewal.

Any automatic renewal provisions in this Agreement shall not apply following a merger or acquisition unless specifically agreed upon by the new entity and the [Customer].

M&A clause with right to request additional due diligence

This version allows additional due diligence.

Following a merger or acquisition, the [Customer] may request additional due diligence to verify the new entity's ability to perform under the terms of this Agreement.

M&A clause with continuity of service obligations

This version ensures continuity of service.

In the event of a merger or acquisition, the acquiring party agrees to ensure that all service obligations outlined in this Agreement continue to be met without interruption.

This version allows dispute of merger-related changes.

The [Customer] reserves the right to dispute any material changes to this Agreement resulting from a merger or acquisition, and such disputes shall be resolved in accordance with the dispute resolution process outlined in [Section X].

M&A clause with immediate binding effect upon acquisition

This version ensures immediate binding effect.

Upon the completion of a merger or acquisition, the acquiring party shall assume all rights, duties, and obligations under this Agreement, which shall immediately become binding upon the acquiring entity.

M&A clause with explicit exclusion of certain rights upon acquisition

This version excludes certain rights.

Notwithstanding any provision in this Agreement, any rights or obligations that are exclusive to the original party shall not be transferred to the acquiring entity during the merger or acquisition, unless explicitly agreed upon by both parties.

M&A clause with limitation on the assignment of obligations

This version limits the assignment of obligations.

Following a merger or acquisition, the [Customer] shall not assign any of its obligations under this Agreement to the acquiring party without prior written consent from the [Provider], which shall not be unreasonably withheld.

M&A clause with continuance of service delivery post-merger

This version ensures continuation of services.

Following a merger or acquisition, the acquiring party agrees to continue delivering services as stipulated under this Agreement without interruption or modification, unless mutually agreed otherwise.

M&A clause with prohibition on material changes after merger

This version prohibits material changes.

After a merger or acquisition, neither party shall make any material changes to the terms or scope of this Agreement without the written consent of the other party.

M&A clause with indemnity provisions for changes in control

This version includes indemnity provisions.

The acquiring party shall indemnify and hold harmless the non-acquiring party against any claims, losses, or liabilities arising from a change in control or ownership resulting from a merger or acquisition.

M&A clause with provision for renegotiation upon merger

This version includes a provision for renegotiation.

Following a merger or acquisition, the parties agree to renegotiate specific terms of this Agreement to ensure that the obligations are aligned with the new business structure or ownership.

M&A clause with timeline for notification of changes in ownership

This version includes a timeline for notification.

The parties agree that any change in ownership or control of either party shall be communicated in writing to the other party within [X] days of the change taking effect.

M&A clause with guarantee of contract performance post-acquisition

This version guarantees performance.

Following a merger or acquisition, the acquiring entity guarantees that all contractual obligations will be performed as agreed, with no impact on the existing terms of the Agreement.

M&A clause with no transfer of trade secrets

This version excludes the transfer of trade secrets.

No trade secrets or proprietary information shall be transferred or shared with the acquiring party following a merger or acquisition without prior written consent from the disclosing party.

M&A clause with provision for joint decision-making post-acquisition

This version allows joint decision-making.

After a merger or acquisition, the parties agree to make any significant decisions related to this Agreement jointly, to ensure alignment with the new ownership structure and business goals.

M&A clause with approval requirement for assignment of intellectual property

This version includes approval for IP assignment.

Any transfer or assignment of intellectual property under this Agreement following a merger or acquisition shall require prior written approval from the non-acquiring party.

M&A clause with restriction on the sale of assets

This version restricts asset sales.

In the event of a merger or acquisition, the acquiring party agrees not to sell or transfer any of the assets related to this Agreement without prior written consent from the [Customer].

M&A clause with new payment terms post-acquisition

This version includes new payment terms.

Following a merger or acquisition, the payment terms set forth in this Agreement may be revised, subject to mutual written agreement between the parties.

M&A clause with right to terminate upon loss of key personnel

This version allows termination for loss of key personnel.

In the event of a merger or acquisition, if key personnel crucial to the performance of this Agreement are lost, the non-acquiring party has the right to terminate the Agreement immediately.

M&A clause with retention of rights to non-compete agreements

This version retains non-compete rights.

The [Provider] shall retain its rights under any non-compete provisions contained in this Agreement, even after a merger or acquisition, unless otherwise agreed in writing.

M&A clause with restriction on sale of intellectual property

This version restricts the sale of IP.

Following a merger or acquisition, the acquiring party shall not sell or transfer any intellectual property provided under this Agreement without prior written consent from the other party.

M&A clause with extension of the Agreement term post-merger

This version allows for an extended Agreement term.

The parties agree to extend the term of this Agreement for [X] months following a merger or acquisition, to ensure the transition to the new business structure.

M&A clause with change in jurisdiction following acquisition

This version allows a change in jurisdiction.

In the event of a merger or acquisition, the parties may agree to change the jurisdiction for dispute resolution, with both parties consenting to the new jurisdiction in writing.

M&A clause with termination right for the non-acquiring party

This version includes a termination right.

The non-acquiring party has the right to terminate this Agreement upon notice if the merger or acquisition materially alters the terms of the relationship between the parties or affects the performance of the Agreement.

M&A clause with guarantee of employee retention

This version guarantees employee retention.

Following a merger or acquisition, the acquiring party agrees to retain the employees critical to the fulfillment of this Agreement and shall not reduce the workforce in a manner that negatively affects performance.

M&A clause with requirement to update representations post-merger

This version includes a requirement to update representations.

Following a merger or acquisition, the parties shall update any representations and warranties made in this Agreement to reflect the new entity's status, assets, and liabilities.

M&A clause with amendment of scope of work after acquisition

This version allows scope amendments.

Following a merger or acquisition, the scope of work under this Agreement may be amended by mutual written consent to reflect the new business needs and structure.

M&A clause with non-transferability of rights without approval

This version restricts transferability.

The rights and obligations of the parties under this Agreement may not be transferred or assigned to any third party as a result of a merger or acquisition without the prior written consent of the non-transferring party.

M&A clause with non-compete enforcement post-acquisition

This version ensures non-compete enforcement.

The acquiring party agrees to enforce any existing non-compete provisions contained in this Agreement, ensuring that employees and affiliates of the acquired entity adhere to such restrictions.

M&A clause with amendment of default provisions

This version allows for amended default provisions.

Following a merger or acquisition, the parties may agree to amend the default provisions under this Agreement to better align with the new ownership structure and operational goals.

M&A clause with restriction on outsourcing after acquisition

This version restricts outsourcing.

After a merger or acquisition, the acquiring party shall not outsource or subcontract any key responsibilities or obligations under this Agreement without the prior consent of the [Customer].

M&A clause with payment of any outstanding fees after acquisition

This version includes payment of outstanding fees.

Following a merger or acquisition, the acquiring party agrees to assume responsibility for any outstanding fees or payments due under this Agreement, ensuring no disruption in service or performance.

M&A clause with post-acquisition renegotiation of pricing

This version allows renegotiation of pricing.

Following a merger or acquisition, the parties may renegotiate the pricing terms under this Agreement to reflect the new business structure, financial situation, or market conditions.

M&A clause with requirement to disclose financial status after acquisition

This version includes financial disclosure requirements.

The acquiring party shall disclose its financial status to the [Customer] upon request, providing full transparency regarding its ability to meet obligations under this Agreement following a merger or acquisition.

M&A clause with guaranteed continuation of support services

This version guarantees continued support services.

The acquiring party guarantees the continuation of all support services outlined in this Agreement for the duration of the term, despite any corporate changes, mergers, or acquisitions.

M&A clause with right to reject contract assignment post-merger

This version includes the right to reject assignment.

In the event of a merger or acquisition, the [Customer] reserves the right to reject the assignment of this Agreement to the acquiring party if it reasonably determines that the new entity will not meet the standards set forth in this Agreement.

M&A clause with restrictions on transferring client lists

This version restricts client list transfers.

The [Provider] agrees not to transfer any client lists, customer data, or proprietary customer relationships resulting from this Agreement to the acquiring entity without the prior written consent of the [Customer].

M&A clause with amendment to dispute resolution process

This version amends dispute resolution.

In the event of a merger or acquisition, the parties may mutually agree to amend the dispute resolution process to reflect the changes in the business structure, including the inclusion of a new jurisdiction or arbitration process.

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 20 Apr 2025