10
PLAYBOOK TEMPLATES
Letter of Intent (LOI)
A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.
Change of Control & Assignment
Negotiation strategy
Ensure that any change of control or assignment requires your consent to maintain control over who you are contracting with. Consider including a right to terminate if the new party is a competitor.
Negotiate for flexibility in assigning the agreement to affiliates or in the event of a corporate restructuring. Ensure that any consent required is not unreasonably withheld.
Essential elements
1
Consent Requirement
Consent needed for assignments.
2
Notification Obligation
Notify parties of control changes.
3
Termination Rights
Rights to terminate on control change.
Action framework
ACCEPT
Propose edits when the clause lacks clarity on consent processes or permissible assignees.
EDIT
Reject if the clause allows assignments without any consent or notification.
ADD
Add language to address competitor control risks.
PRO TIP
Always define 'change of control' clearly to avoid disputes over its interpretation.
Real-world examples
FAVORABLE
Change of Control Notification and Consent
"In the event of a change of control of either party, the affected party shall promptly notify the other party in writing. The non-affected party shall have the right to consent to the continuation of the agreement under the new ownership structure, which consent shall not be unreasonably withheld, conditioned, or delayed. If consent is not granted within thirty (30) days of notification, the non-affected party may terminate the agreement upon written notice."
NEUTRAL
Assignment Restrictions
"Neither 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 either 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 assignee agrees in writing to be bound by the terms of this agreement."
UNFAVORABLE
Permissible Assignees
"Notwithstanding the foregoing, either party may assign its rights and obligations under this agreement to a wholly-owned subsidiary or parent company without the consent of the other party, provided that the assigning party remains liable for the performance of the assignee."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that any change of control is subject to stringent review to prevent exposure to unreliable parties.
International Transactions
For international transactions, consider local laws that may impact the enforceability of change of control clauses.
Joint Ventures
In joint ventures, ensure that change of control provisions align with the strategic interests of all parties involved.
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WEEK 3
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WEEK 4
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