Anti-Assignment Clause template clause

    Updated: 24 March 2026

    Please note: these example clauses are intended as a starting point, not as legal advice. Always adapt the text to your specific situation and have important contracts reviewed by a legal professional.

    Clause text

    Article [X] - Assignment and Transfer

    1. Neither Party may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, to any third party without the prior written consent of the other Party.

    2. The other Party shall not unreasonably withhold its consent and shall respond within [e.g. 15 Business Days] of a written request for assignment. The request shall include at a minimum the identity of the proposed assignee and the reason for the assignment.

    3. Notwithstanding paragraph 1, a Party may assign this Agreement without the other Party's consent to an Affiliate (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with that Party), provided that:
    (a) the assigning Party notifies the other Party in writing in advance;
    (b) the Affiliate unconditionally assumes all obligations under this Agreement;
    (c) the assigning Party remains jointly and severally liable for performance.

    4. Any assignment in breach of this Article shall be void, unless the Parties agree otherwise in writing.

    5. A change of control over a Party (where "control" has the meaning given in the applicable competition law of [jurisdiction]) shall be treated as an assignment for the purposes of paragraph 1. The affected Party shall notify the other Party in writing without delay upon becoming aware of such change of control.

    What does this clause mean?

    An anti-assignment clause prevents your contracting partner from transferring the contract to another party without your knowledge and consent. This is important because you chose your contracting partner based on trust, reputation, and capabilities. A transfer to an unknown third party can undermine that foundation.

    Paragraph 3 contains a practical exception for assignments within a corporate group (Affiliates). Companies regularly restructure, and it would be impractical to require consent for every internal transfer. The requirement that the assigning party remains jointly and severally liable safeguards your position.

    Note: paragraph 4 declares an unauthorised assignment "void", but under Dutch law a contractual anti-assignment clause has only obligatory effect by default. This means that a transfer in breach of the restriction constitutes a breach of contract (giving rise to a claim for damages), but does not automatically invalidate the transfer itself. To achieve proprietary effect (making the transfer itself invalid), you need an explicit non-transferability clause under Article 3:83(2) of the Dutch Civil Code.

    Paragraph 5 on change of control protects you against a situation where your contracting partner formally remains the same legal entity but is in practice controlled by a different owner. Think of an acquisition by a competitor or a private equity firm. According to Loio (2026), 71% of contracts are never actively monitored after signing, which means such changes may go unnoticed.

    When should you use this clause?

    Include an anti-assignment clause in virtually every commercial contract, but it is particularly important for long-term agreements, contracts with a personal or confidential character, and agreements that depend on the specific expertise or capabilities of the other party.

    Consider your position in the event of the other party's insolvency. An anti-assignment clause gives you more control during an administration or asset sale by an insolvency practitioner. In sectors with frequent mergers and acquisitions (IT, healthcare, professional services), the change-of-control provision is essential to avoid unwelcome surprises.

    Customize these elements

    • 1Decide whether you want to give the anti-assignment clause proprietary effect by explicitly stating that claims are non-transferable
    • 2Consider whether the Affiliate exception is appropriate for your situation; for sensitive engagements, you may wish to remove it
    • 3Add a right of termination as an alternative to voidness in the event of an unauthorised assignment
    • 4Specify whether the change-of-control provision also applies to indirect changes of control (e.g. at parent company level)

    Sources

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