This clause controls whether you can sell, assign, or transfer your contract to another company. Some contracts say you can freely transfer; others forbid it entirely or require the other party's permission. This matters because it affects your flexibility—if your business is sold or restructured, you might need to hand over contracts to a new owner. UK and US law generally allow contract assignment unless the contract explicitly forbids it, but some contracts require written consent, which the other party can unreasonably withhold.
If you might sell your business or restructure, push for "assignment with notice" rather than "assignment with consent"—this means you just have to tell them, not ask permission. If the other party insists on consent rights, add language that consent "cannot be unreasonably withheld or delayed" and set a 10-day deadline for their response. Avoid clauses that automatically terminate the contract if you transfer it, as this severely limits your options.
Frequently Asked Questions
What does this clause mean in simple terms?
This clause controls whether you can sell, assign, or transfer your contract to another company.
Why should I care about this clause?
Some contracts say you can freely transfer; others forbid it entirely or require the other party's permission.
What are my options?
This matters because it affects your flexibility—if your business is sold or restructured, you might need to hand over contracts to a new owner.
How does this affect small businesses?
UK and US law generally allow contract assignment unless the contract explicitly forbids it, but some contracts require written consent, which the other party can unreasonably withhold.