Contract Assignment

Contract assignment is the transfer of contractual rights, benefits, or obligations from one party (the assignor) to another (the assignee). It ensures continuity of obligations when ownership or operational responsibility changes—such as during mergers, acquisitions, or reorganizations. When you assign a contract, you're essentially saying, "Everything I was entitled to receive or required to do under this agreement now belongs to someone else."

A contract assignment clause defines when and how such transfers are allowed, often requiring prior written consent to protect the non-assigning party’s interests.

Why Contract Assignment Matters

Assignments allow businesses to maintain operations through corporate changes without renegotiating every agreement. At the same time, assignment restrictions protect counterparties from being tied to new entities without their consent.

Properly managed contract assignment:

• Maintains business continuity during ownership transitions

• Ensures compliance with consent and notification requirements

• Protects sensitive information and contractual rights

• Minimizes legal risk during asset transfers

What are Contract Assignment Best Practices

1. Review assignment clauses before mergers or acquisitions. It's important to capture contract parties, assignment provisions verbatim, whether consent is required, and consent timing requirements (30, 60, or 90-day notice periods).

2. Secure written consent from counterparties when required. Use a standard consent form that identifies the specific contract, parties involved, effective date, and confirmation that all other terms remain unchanged.

3. Keep an updated list of assigned contracts in the repository. Track assignment history including whether consent was required, who approved it, and if any terms changed during assignment.

4. Align assignment rights with insurance and indemnification clauses. Verify insurance covers assigned obligations and that indemnification provisions survive assignment. For example, in a purchase agreement, address whether the benefits of existing indemnities transfer to the assignee for any pre-assignment breaches discovered post-closing

5. Include notice timelines for transparency. Document all notices sent as proof of good-faith compliance.

What is an example of contract assignment in practice

After an acquisition, the parent company executes contract assignments transferring all vendor agreements to the new entity—each documented and stored for audit purposes.

When selling just their manufacturing unit, a company assigns equipment leases, supplier contracts, and customer purchase orders to the buyer, but keeps corporate software licenses and headquarters lease. Each assigned contract requires a separate assignment agreement and bill of sale.