General Contract Clauses: Assignment and Delegation

by Practical Law Commercial Transactions

A Standard Clause, also known as an anti-assignment clause or anti-assignment and anti-delegation clause, that provides for a contractual limitation on the assignability of contractual rights and the delegation of contractual duties. This Standard Clause discusses the distinction between assignment and delegation, the enforceability of anti-assignment clauses, and whether mergers and acquisitions (M&A) transactions trigger anti-assignment prohibitions. It also contains guidance on drafting exceptions to non-transferability, requiring notice or consent for transfers, the importance of specific language to void non-conforming transfers, addressing a change of control, and novations. This Standard Clause has integrated notes with important explanations and drafting tips.