# Assignment Clause

Source: https://contracko.com/clause-library/assignment

# Assignment Clause

Controls whether and how a party may transfer its rights or obligations under the contract to a third party.

## What it is

An assignment clause states whether a party may transfer its contractual rights (assignment / cessie) or its whole position (contract takeover) to another, and on what conditions, typically the other party's consent. Under Dutch law, assignment of claims follows BW 3:94 and contract takeover requires BW 6:159 cooperation.

## Why it matters

A party usually wants to know and approve who it is dealing with. Restricting assignment prevents the contract ending up with an unwanted or less creditworthy counterparty, while a no-assignment clause can even make a purported transfer ineffective against the debtor.

## How to apply it

- State whether assignment is prohibited, allowed with consent, or free.
- Distinguish assignment of rights (cessie) from full contract takeover.
- Allow assignment to group companies or on a sale of business if useful.
- For a binding no-assignment effect on claims, use the BW 3:83(2) goederenrechtelijke wording.

## Negotiation tips

- • Seek a carve-out so you can freely assign to affiliates or on a M&A exit.
- • Make consent "not to be unreasonably withheld" to avoid a hard veto.

## Common pitfalls

- • Assuming a contractual ban automatically blocks a transfer of claims; the wording must be goederenrechtelijk.
- • Confusing assignment of rights with delegation of obligations, which needs the other party's cooperation.

### How Contracko helps

Contracko's AI review extracts assignment permissions and restrictions from every contract in your portfolio and flags clauses that lack a group-company carve-out or M&A change-of-control provision, which are common oversight points. The central repository lets you quickly identify which contracts require counterparty consent before a sale or restructuring, saving critical time during due diligence.

## Legal references

- [BW 3:94 Assignment of claims (cessie) Dutch law](https://wetten.overheid.nl/BWBR0005291)
- [BW 6:159 Contract takeover (contractsoverneming) Dutch law](https://wetten.overheid.nl/BWBR0005289)
- [BW 3:83 Non-assignability with proprietary effect Dutch law](https://wetten.overheid.nl/BWBR0005291)

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.

## Relevant for

[Financial Services](https://contracko.com/industries/financial-services)[Commercial Real Estate](https://contracko.com/industries/commercial-real-estate)[Manufacturing](https://contracko.com/industries/manufacturing)[Logistics & Distribution](https://contracko.com/industries/logistics)[Franchise](https://contracko.com/industries/franchise)

## Related clauses

- [Subcontracting Clause](https://contracko.com/clause-library/subcontracting)
- [Entire Agreement Clause](https://contracko.com/clause-library/entire-agreement)
- [Notices Clause](https://contracko.com/clause-library/notices)

## Related terms

- [Assignment](https://contracko.com/glossary/assignment)
- [Counterparty](https://contracko.com/glossary/counterparty)
- [Clause](https://contracko.com/glossary/clause)

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## Frequently asked questions

Common questions about this clause.

- **Q:** Can a no-assignment clause stop a transfer of a claim in the Netherlands?
  **A:** Only if it has proprietary effect under BW 3:83(2); a merely contractual ban breaches the contract but may still pass title unless drafted to be goederenrechtelijk.

- **Q:** What is contract takeover?
  **A:** It is transferring an entire contractual position (rights and obligations) to a third party, which under BW 6:159 needs the other party's cooperation.

- **Q:** Does a change of control trigger an assignment restriction?
  **A:** Only if the clause includes a change-of-control provision. Without it, a share acquisition that leaves the legal entity unchanged typically does not trigger an assignment restriction even if ownership changes entirely.

- **Q:** Can consent to assignment be withheld unreasonably?
  **A:** If the clause says consent "shall not be unreasonably withheld", refusal without good reason may itself be a breach. Courts assess reasonableness based on the legitimate interests of the consenting party.

- **Q:** Do obligations transfer automatically when rights are assigned?
  **A:** No. Assignment transfers only rights; obligations remain with the original party unless the contract expressly releases them. A full transfer of position requires contract takeover under BW 6:159.

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