Assignment and change of control

US commercial-market reference points; verify against the matter's jurisdiction pack.

Balanced position

Neither party may assign without the other's consent, not to be unreasonably withheld, with mutual carve-outs permitting assignment without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets — provided the assignee is not a direct competitor of the non-assigning party and assumes the agreement in full. A change of control is not itself a breach or termination trigger.

Neither party may assign this Agreement without the prior written consent of
the other party, such consent not to be unreasonably withheld or delayed,
except that either party may assign this Agreement without consent to an
affiliate or to a successor in connection with a merger, acquisition, or sale
of all or substantially all of its assets, provided the assignee is not a
direct competitor of the other party and agrees in writing to be bound by
this Agreement. Any assignment in violation of this Section is void.

Common one-sided variants

Tilted toward the non-assigning party (often the counterparty blocking exit):

• Consent withholdable in sole and absolute discretion, with no affiliate or sale-of-business carve-out.
• Deemed-assignment language treating any change of control — including an internal reorganization or new investor — as an assignment requiring consent, creating a hidden M&A blocker.
• Termination right triggered by a change of control of one party only.

Tilted toward the assigning party:

• One side assigns freely (including to competitors of the other) while the other needs consent.
• Assignment carve-outs with no assumption requirement, leaving the counterparty facing an assignee not bound by the agreement.
• Assignment permitted without notice, so the counterparty cannot track who holds its data and obligations.

Fallback ladder

1. Mutual consent-not-unreasonably-withheld with mutual affiliate and sale-of-business carve-outs (preferred).
2. Accept a competitor exclusion on the carve-outs, defined narrowly (named competitors or a tight definition), applied mutually.
3. Accept a change-of-control notice obligation (post-closing notice is market; pre-closing notice can breach deal confidentiality) instead of a consent right.
4. Accept a change-of-control termination right only where it is mutual and limited to acquisition by a direct competitor.

Below rung 4 — sole-discretion consent plus deemed assignment on change of control — escalate; this term can hold a future financing or sale hostage.

Rationale: Assignment clauses are priced at zero at signing and matter enormously at exit; the deemed-assignment and change-of-control language is where the real position hides.