Generate assignment clauses
AI writes contract assignment provisions requiring consent or allowing free assignment. Get professional clauses instantly.
Generate assignment clauses
River's Assignment Clause Generator creates provisions controlling whether parties can assign contracts to third parties. Assignment clauses specify whether contracts can be transferred (with consent, without consent, or prohibited entirely), include exceptions for affiliates or mergers, and determine whether assignments bind successors. The AI generates professional assignment provisions appropriate for your needs. Within seconds, you have standard clauses ready to insert. Perfect for corporate attorneys managing transactions and controls.
Unlike missing assignment provisions (which might allow unrestricted assignment), clear assignment clauses control who can transfer contract rights and obligations. Requiring consent protects parties from having contracts assigned to undesirable third parties. Allowing assignment provides flexibility for business changes. The AI generates balanced provisions with appropriate exceptions for common scenarios like mergers, acquisitions, and affiliate transfers.
This tool is perfect for corporate attorneys negotiating assignment rights, in-house counsel managing change of control provisions, M&A attorneys addressing assignment issues, and anyone creating contracts with transfer considerations. Use assignment clauses in virtually all commercial agreements. Great for controlling contract transferability while allowing appropriate business flexibility. The AI creates standard provisions attorneys customize for specific deals.
Why Assignment Provisions Matter
Assignment provisions control whether parties can transfer contracts to third parties without the other party's consent. Without assignment restrictions, contracts are generally freely assignable (though some contracts involving personal services or trust might not be). Assignment clauses typically prohibit assignment without consent, protecting parties from having contracts transferred to competitors, financially unstable parties, or others they wouldn't contract with. However, overly restrictive assignment clauses can create problems during mergers, acquisitions, or corporate restructurings when contracts need to transfer.
Balance restriction with flexibility through exceptions. Total assignment prohibitions might prevent legitimate business changes. Most assignment clauses prohibit assignment without consent but include exceptions: (1) assignment to affiliates (related companies), (2) assignment in connection with merger or acquisition, (3) assignment for financing or securitization purposes, and (4) assignment to a successor entity. These exceptions allow normal business operations while preventing assignment to unknown third parties. Tailor exceptions to business needs and industry practice.
Distinguish between assignment of rights and delegation of obligations. Assignment transfers rights to receive benefits under a contract. Delegation transfers obligations to perform. Some parties want to prevent delegation of performance obligations (to ensure quality and reliability) while allowing assignment of payment rights (for financing). Consider whether your assignment restriction should cover: (1) assignment of rights only, (2) delegation of obligations only, or (3) both. Most assignment clauses restrict both but include exceptions as discussed above.
What You Get
Complete assignment provision
Consent requirements or free assignment as specified
Appropriate exceptions (affiliates, M&A, financing)
Successors and assigns binding language
Professional, balanced terms
How It Works
- 1Specify assignment rulesEnter whether consent is required and any exceptions
- 2AI generates clauseOur AI creates assignment provision in seconds
- 3Insert into contractAdd clause to agreement's general provisions
Frequently Asked Questions
Should assignment require consent?
Usually yes for commercial contracts between specific parties. If you selected Company ABC as a vendor based on their capabilities and reputation, you don't want them assigning the contract to an unknown third party without your approval. Requiring consent protects against unwanted assignments. However, include exceptions for affiliates (related companies), mergers and acquisitions (buyer needs to assume contracts), and financing (lenders might require assignment of payment rights). Total prohibition without exceptions can prevent legitimate business changes. Balance protection with flexibility.
Should assignment restrictions be mutual?
Usually yes, unless there's a business reason for asymmetry. Mutual assignment clauses (both parties need consent to assign) are balanced and fair. One-way assignment clauses (one party can assign freely, the other cannot) favor the party with free assignment rights and require stronger bargaining position. Sometimes customers want to restrict vendors from assigning but retain their own assignment flexibility. Sometimes vendors want the opposite. Negotiate based on relative importance of assignment flexibility to each party and bargaining leverage.
What happens if someone assigns in violation of the clause?
Assignment clauses typically state that attempted assignments violating the restriction are void or voidable. However, some jurisdictions treat anti-assignment clauses as creating breach liability but not preventing the assignment's effectiveness. To strengthen anti-assignment clauses, include language like 'Any purported assignment in violation of this Section shall be null and void and of no effect.' Also state that violating the restriction constitutes material breach allowing termination. Check your jurisdiction's law, as some courts interpret anti-assignment clauses narrowly.
Does change of control count as assignment?
Not automatically, but you can make it one. If Company A owns the vendor and sells the vendor to Company B, the contract hasn't been assigned to Company B (the vendor entity remains the same), but control has changed. If you care about who controls your counterparty, include language that change of control requires consent or triggers assignment restrictions. Example: 'For purposes of this Section, a merger, consolidation, or sale of substantially all assets shall be deemed an assignment requiring consent (except as provided in the exceptions).' Be specific about what change of control means.
What does 'successors and assigns' mean?
This language makes contracts binding on entities that succeed to a party's rights through assignment, merger, or operation of law. Without 'successors and assigns' language, questions arise about whether contracts bind assignees or successor entities. Standard language: 'This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.' This clarifies that properly assigned contracts bind the assignee. 'Permitted assigns' refers to assignments that comply with the assignment provision. This language is standard boilerplate in most contracts.
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