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Draft an assignment clause for your contract
Describe the deal and your side. River drafts the assignment clause, a fallback version, and short notes on consent, mergers and change of control.
River drafts an assignment clause for a specific contract and side. Describe the deal or paste the agreement, and River decides how far each party may transfer the contract: freely, with consent, or not at all, and with which exceptions for affiliates, mergers and a sale of the business. You get the clause, a fallback version you could accept, and short notes on each choice.
Assignment clauses decide what happens to a contract when a company is sold or restructured, which is exactly when nobody wants a surprise. A startup that may be acquired needs a merger exception; a customer worried about a competitor buying its vendor wants a change of control right. River drafts for the outcome you need and writes the clause so an attempted transfer in breach has the effect you intend.
This is for business owners, contract managers and lawyers drafting or negotiating commercial agreements.
What an assignment clause has to settle
Assigning a contract transfers the rights under it; delegating transfers the duties. A good clause addresses both, because a party may be happy for the other side to assign the right to be paid but not to hand the work to someone else.
Mergers and changes of control need explicit treatment. Depending on the jurisdiction and the deal structure, a merger may or may not count as an assignment, and a sale of shares usually does not transfer the contract at all. If either party cares who ends up owning the other, the clause should say whether a change of control needs consent or gives a right to terminate.
Some rights cannot be locked down by contract. Under the Uniform Commercial Code, a term forbidding the assignment of rights to payment is generally ineffective against a lender or buyer of those receivables, and federal law can limit a licensee's ability to transfer an IP license without consent. River researches the rules that apply to your governing law before relying on them.
How it works
Describe the deal
Paste the contract or describe it, and say which side you are on.
River drafts the clause
It fits consent, exceptions and change of control to the deal and checks the governing law.
Review the notes
Each choice comes with a short note and a fallback position.
Negotiate in chat
Ask for the other side's likely edits or a more balanced version.
What you get
- An assignment clause fitted to your contract and side, in standard contract form
- Exceptions for affiliates, mergers and a sale of the business, where they suit your side
- Change of control treatment: consent, notice or a right to terminate
- Wording that makes a transfer in breach void, if that is the effect you want
- A fallback version and a short note explaining each drafting choice
Common questions
Should assignment require consent?
Usually, for contracts where the identity of the other party matters, such as services, licenses and supply. Consent "not to be unreasonably withheld" is a common middle ground. Pure payment rights and contracts with large, stable counterparties often need less control. Most clauses add exceptions for affiliates and for a sale of the business.
Does a merger count as an assignment?
It depends on the jurisdiction and how the deal is structured, which is why the clause should say so expressly. If you may be acquired, include an exception for a merger or sale of substantially all assets; if you care who owns the other side, add a change of control right.
What happens if someone assigns in breach of the clause?
That depends on the wording. In many jurisdictions a clause that only prohibits assignment makes a transfer a breach but still effective, while a clause that says a prohibited assignment is void can stop it taking effect. River uses the wording that matches the result you want and checks the governing law.
Should restrictions be mutual?
Often, but not always. A large customer may reasonably restrict a small vendor while keeping freedom to move the contract within its own group. Mutual restrictions are easier to agree, but draft for the transfers each side is actually likely to make.
What does successors and assigns mean?
It confirms the contract binds and benefits whoever lawfully steps into a party's shoes, such as a company that acquires it. It does not by itself permit an assignment the rest of the clause forbids, which is why it usually says "permitted assigns".
Draft an assignment clause for your contract
Describe what you need, add any files you have, and your workspace opens with the work already underway.