How do I write a non-assignment clause in a contract?

What should a non-assignment clause include?

A strong clause should clearly restrict both assignment (transferring the contract) and delegation (handing off the work).

It should state that neither rights nor duties can be transferred without your written consent. It can also include language that any unauthorized transfer is void or considered a breach.

This helps ensure the vendor cannot pass the work to someone else without your knowledge.

How does this protect your business?

This type of clause protects your ability to choose who you work with. It ensures the vendor you selected remains responsible for the project unless you approve a change.

It also reduces the risk of lower-quality work or unexpected third parties getting involved without your review.

What to do next...

1. Decide if you want to block all assignments or allow them with consent.
2. Include clear "no assignment without written consent" language.
3. Add terms explaining what happens if the clause is violated.
4. Review the clause with your full contract to ensure consistency.

What to consider in your specific situation

While non-assignment clauses are common, your situation may depend on several factors.

• The type of services and how important the vendor's identity is.
• Whether you want flexibility to allow approved transfers.
• The wording used to define assignment and delegation.
• The risk of subcontracting affecting quality or timelines.
• Local laws that may affect enforceability.
• The importance of control over who performs the work.

Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.