Contract Type:

Neither party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.


This clause restricts the ability to transfer rights and obligations under the agreement to third parties:

- Neither party can assign or transfer any rights or obligations under the agreement without the other party's prior written consent.

- Consent cannot be unreasonably withheld or delayed.

In plain terms, it prevents either party from assigning away their rights/obligations without reasonable approval from the other. This maintains control over who is bound by the agreement.

History of the clause (for the geeks)

Historically, confidentiality agreements lacked controls around assigning rights and obligations to third parties.

This allowed unilateral transfers, losing mutually agreed constraints on sensitive information.

As confidential dealings grew more complex, parties wanted more oversight on any re-allocations of responsibilities under their agreements. Assignment clauses emerged requiring bilateral consent for any transfers.

This ensured both original parties approved any assignment of rights or obligations to new entities. It maintained agreed confidentiality protections if businesses changed hands.

Carve-outs arose allowing non-unreasonable withholdings of consent. This ensured rights and duties could still be assigned to trusted affiliates, subject to approval.

Over time, tailored assignment clauses became vital for robust confidentiality agreements. They prevented unauthorized transfers of responsibilities while offering flexibility.

In effect, assignment controls evolved to empower original parties in upholding information protections, even amidst changes in corporate ownership and structures.

Regulated assignment ability maintained the sanctity of deals despite shifts in affiliated entities.