Assignment reference: mutual consent not unreasonably withheld with affiliate and sale-of-business carve-outs conditioned on non-competitor assignees assuming the agreement in full, on the fixed Preferred/ fallbacks/floor/escalation/rationale schema. Read when reviewing assignment or change-of-control terms.
Assignment and change of control
Topic: Assignment and change of control — consent, deemed assignment,
carve-outs.
Contract type: All commercial agreements.
Jurisdiction: US commercial market; verify against the matter's
jurisdiction pack. Positions are firm-configurable defaults overridable via
.dochaus/profile.md.
Preferred
Neither party may assign without the other's consent, not to be unreasonably withheld, with mutual carve-outs permitting assignment without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets — provided the assignee is not a direct competitor of the non-assigning party and assumes the agreement in full. A change of control is not itself a breach or termination trigger.
Neither party may assign this Agreement without the prior written consent of
the other party, such consent not to be unreasonably withheld or delayed,
except that either party may assign this Agreement without consent to an
affiliate or to a successor in connection with a merger, acquisition, or sale
of all or substantially all of its assets, provided the assignee is not a
direct competitor of the other party and agrees in writing to be bound by
this Agreement. Any assignment in violation of this Section is void.
Off-market variants to watch. Blocking-party-favorable: consent withholdable in sole and absolute discretion with no affiliate or sale-of-business carve-out; deemed-assignment language treating any change of control (including internal reorganization or a new investor) as an assignment requiring consent — a hidden M&A blocker; a change-of-control termination right triggered for one party only. Assigning-party-favorable: one side assigns freely (including to competitors) while the other needs consent; carve-outs with no assumption requirement; assignment permitted without notice.
Fallbacks (ordered)
- Offer when the counterparty fears assignment to a competitor: accept a competitor exclusion on the carve-outs, defined narrowly (named competitors or a tight definition), applied mutually.
- Offer when the counterparty wants visibility instead of a veto: accept a change-of-control notice obligation (post-closing notice is market; pre-closing can breach deal confidentiality) instead of a consent right.
- Offer when the counterparty insists on a CoC exit: accept a change-of-control termination right only where it is mutual and limited to acquisition by a direct competitor.
Walk-away floor
Sole-discretion consent combined with deemed assignment on change of control — a term that can hold a future financing or sale hostage.
Escalation trigger
At or below the floor, do not concede. Route to the supervising lawyer for
the matter (or the .dochaus/profile.md Escalation Rules contact), since this
term bears directly on the client's exit and financing optionality.
Rationale: Assignment clauses are priced at zero at signing and matter enormously at exit; the deemed-assignment and change-of-control language is where the real position hides.