Contract Glossary
Assignment
Definition
Assignment is when you transfer your rights or obligations under a contract to someone else. You hand off what the contract gives you — or what it requires of you — to a third party.
In Practice
You're a freelance developer with a $40,000 contract to build a mobile app. You want to sell your business and move on. An assignment clause in the contract determines whether you can transfer this project to the buyer of your business — or whether you're stuck finishing it yourself. Most contracts require the other party's written consent before you can assign. The carve-out for mergers and acquisitions is standard — it lets a company transfer its contracts to an acquirer without needing individual consent from every counterparty. Watch for anti-assignment clauses that make any unauthorized transfer void rather than just voidable; the distinction matters if a transfer happens accidentally or without proper notice.
Example Clause
Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any purported assignment in violation of this section shall be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
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Frequently asked questions about assignment
Only if the contract allows it. Most contracts include anti-assignment clauses that require written consent from the other party. Without such a clause, rights (like receiving payment) can usually be assigned, but obligations (like performing work) generally can't be delegated without consent.
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Create your contractThis content is for informational purposes only and does not constitute legal advice. For contracts with significant financial or legal implications, review by a qualified attorney is recommended.