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PLAYBOOK TEMPLATES
Memorandum of Understanding (MOU)
An MOU establishes the foundational understanding between parties prior to definitive agreements. This playbook reviews negotiation of commitments, timelines, and governance structures.
Assignment & Change Control
Negotiation strategy
Negotiate to include consent rights for any assignment or change of control to ensure the new party meets your standards. Allow assignments to affiliates with notice to maintain flexibility.
Seek to include provisions that allow assignment to affiliates or in the context of a merger or acquisition without requiring consent, but agree to provide notice to the other party.
Essential elements
1
Assignment Restrictions
Limits on transferring rights.
2
Change of Control
Rights upon ownership change.
3
Notice Requirements
Advance notice of assignment.
Action framework
ACCEPT
Propose edits when the clause lacks clarity on consent requirements or notice periods.
EDIT
Reject if the clause allows unrestricted assignment without any consent or notice.
ADD
Add language for affiliate assignments and change of control scenarios with notice provisions.
PRO TIP
Always ensure that assignment clauses include clear consent and notice requirements to protect against unsuitable counterparties.
Real-world examples
FAVORABLE
Preferred Assignment Clause
"No party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assigning party gives the other party prior written notice of such assignment."
NEUTRAL
Notice of Assignment Clause
"Any party assigning its rights or obligations under this Agreement shall provide the other party with written notice of such assignment at least thirty (30) days prior to the effective date of the assignment. The notice shall include the name and contact information of the assignee and a description of the nature of the assignment."
UNFAVORABLE
Unrestricted Assignment Clause
"Either party may assign its rights or obligations under this Agreement without the consent of the other party."
Alternative scenarios & positions
Change of Control in Highly Regulated Industries
In highly regulated industries, such as finance or healthcare, additional regulatory compliance language and stricter assurance provisions may be required during a change of control.
Cross-Border Transactions
For cross-border transactions, consider local laws and regulations that may impact assignment and change of control provisions.
Joint Ventures
In joint ventures, ensure that assignment clauses reflect the shared interests and governance structures of the parties involved.
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