The Clause Files: Assignment

A series breaking down common contract clauses and explaining why they’re included. After all, your contract clarity is out there.

Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other party in each instance, such consent not to be unreasonably withheld, conditioned, or delayed.

The assignment clause is the part of a contract that specifies whether and under what conditions one party can assign its rights and obligations under the contract to a third party. In Tennessee, contracts are generally assignable, unless a contract specifically prohibits or limits assignment. It may limit or restrict one or both parties. A properly drafted assignment clause protects the interests of all parties by ensuring that contractual responsibilities are not assigned to someone incapable of fulfilling them or without consent. This is about maintaining a level of control of who you deal with it.

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