16.2
General
Medium risk
Assignment
Whether the other side can hand the contract to someone else, such as a buyer of its business.
What this clause does
Assignment decides whether the contract can move to a new party, most often when one side is acquired. An open assignment right can leave you contracted with a company you never chose.
What Rubrel flags
Rubrel checks whether consent is needed, the exceptions to that rule, and any notice duty. It flags one-sided rights that let the vendor assign freely while you cannot.
How the redline usually lands
Rubrel makes the clause mutual, keeps the merger exception, and requires written notice within 30 days of any permitted assignment.
Playbook positions
Standard position
Neither side assigns without consent, except to a successor in a merger or sale.
Fallback
The vendor may assign to an affiliate on 30 days’ notice.
Walk-away point