Glossary
BoilerplateUpdated Sep 23, 2026What Is an Anti-Assignment Clause in a Contract?
An anti-assignment clause says a party may not transfer its rights or duties under the contract to someone else without the other side's written consent. It often adds that any transfer made without consent is void. A one-way version lets the other side hand the contract on freely while you cannot.
Why it matters
It decides whether the contract can follow a business when it is sold, restructured or handed to a subcontractor. A one-way version lets the other side assign freely while you cannot.
How common is it?
In the 510 public-company commercial contracts of the CUAD dataset (The Atticus Project, CC BY 4.0), 374 (73.3%) contain an anti-assignment clause.
Among contract types with at least 20 contracts in the set, it shows up most in co-branding agreements (20 of 22), sponsorship agreements (28 of 31) and development agreements (25 of 29).
These are larger-company deals, not a sample of every contract — a reference point, not a rule. Full method: /data/cuad.
What to watch for
- One-way wording: the other side may assign to anyone, you may assign to no one.
- Consent that can be refused for any reason, with no “not unreasonably withheld” standard.
- A definition of “assignment” that includes a change in who owns your company.
A realistic example
A small design studio signs a two-year retainer with a client. When the studio's founder sells the business, the buyer finds the retainer cannot move without the client's consent — and the client uses the moment to renegotiate the fee.
What to ask for
- Mutual wording, with consent “not to be unreasonably withheld, conditioned or delayed.”
- An exception for transfers to an affiliate or to a buyer of all or most of the business.
Related terms: change of control clause · non-transferable license · severability
Related guide: Most common risky contract clauses
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Not legal advice. This is an educational definition of a common contract term. Details vary by jurisdiction — this page explains common U.S. usage. For high-stakes agreements, have a lawyer review the final version.