Assign
To transfer one's contractual rights or obligations to another party, making the assignee the new rights holder or obligor.
While straightforward in theory, many businesses fail to actively track obligations tied to this concept - often resulting in missed deadlines, unintended renewals, penalties, or loss of contractual rights.
US Law · For business owners and foundersWhat is a Assign?
To assign means to transfer your contractual rights or obligations to another party (the "assignee"). In US law, most contractual rights are assignable unless the contract prohibits assignment.
You can assign payment rights (right to receive money) more easily than obligations (duty to perform). Assigning obligations often requires the other party's consent.
Common in M&A: when you buy a company, you want to assign its vendor contracts to yourself. But if those contracts contain anti-assignment clauses, you cannot assign without the vendor's consent.
In practice, many teams rely on a contract expiry tracking system to stay on top of dates and obligations tied to clauses like this.
Key Elements
Express Assignment
To assign, you typically execute an assignment agreement: "I, the original party, hereby assign my rights under [contract] to [assignee]." This should be in writing and signed.What Can Be Assigned
Payment rights are easily assignable. Non-monetary rights (confidentiality, IP rights) may or may not be assignable. Obligations involving personal performance are typically not assignable.Anti-Assignment Clauses
Most contracts include "The parties may not assign this Agreement without the other party's prior written consent." This forbids assignment without consent.Consent and Waiver
If assignment is forbidden, the other party can consent to it (waive the restriction). Consent should be in writing.Real-World Example
You have a $100,000 vendor contract to purchase software. You are acquired by a larger company. Can your buyer assign the contract to itself?
If the contract has an anti-assignment clause, the answer is no - not without the vendor's consent. This is a common M&A issue. Buyers negotiate assignment consent or must renegotiate contracts post-acquisition.
This is why many businesses adopt automated deadline tracking to ensure no critical dates are missed before they pass.
Sample Clause Language
Assignment Restriction and ConsentWatch Out For
M&A assignment surprises
Sellers should identify which contracts cannot be assigned (due to anti-assignment clauses). Acquiring these contracts may require renegotiation or consents, which can be expensive.Partial assignment risk
Some contracts prohibit "assignment" but allow "delegation" of performance. The distinction is subtle but important.Continuing liability
Even if you assign a contract, you remain liable if the assignee fails to perform (unless the other party releases you). Assignment does not eliminate your obligations.Consent withdrawal
If the other party consents to an assignment, can they later withdraw consent? Make sure consent is unconditional and permanent.Don't let assign deadlines catch you off guard
Key dates tied to assigns - renewal windows, expiry cutoffs, notice periods - can easily slip through the cracks when tracked manually. Missing them triggers automatic extensions, penalties, or lost rights. ExpiryEdge tracks every critical deadline and sends automated reminders before they're due - so nothing slips.
Instead of relying on spreadsheets or manual follow-ups, a centralized renewal reminder system ensures every deadline is visible, tracked, and actioned automatically.
How to Use This in Your Favor
Limit anti-assignment restrictions
When you are the contracting party, resist absolute prohibitions on assignment. Negotiate "assignment permitted with consent, which shall not be unreasonably withheld."In M&A, get assignment consents early
If you are acquiring a business, identify material contracts with anti-assignment clauses. Obtain assignment consents before closing to avoid post-closing disputes.Make assignment conditional
If you must assign a contract, try to make assignment conditional on the assignee assuming your obligations and meeting your standards.Document all assignments
Put assignment agreements in writing and signed by all parties. Oral assignments are valid but hard to prove.Related Terms
Frequently Asked Questions
Can I assign my contract without the other party's permission?
It depends on the contract. Most contracts include anti-assignment clauses forbidding assignment without consent. If your contract does not restrict assignment, you can assign. But check first.
If I assign my contract, am I still liable?
Generally yes. Assignment does not automatically release you from liability. You remain a guarantor of the assignee's performance unless the other party explicitly releases you.
What is the difference between assignment and delegation?
Assignment transfers your rights or obligations. Delegation is when you ask someone else to perform your obligations. Assignment typically requires consent; delegation might be permitted. Consult the specific contract language.