An assignment clause says whether either side can hand the contract to a third party. A change-of-control provision extends that to ownership changes — a sale, merger, or acquisition — treating them like an assignment even though the contracting entity technically stays the same.
For an owner-operator, this cuts two ways. If you plan to sell your business, a clause that blocks assignment without the vendor's consent can let the vendor extract a fee or even kill the deal at the worst moment. Conversely, if the vendor gets acquired by a competitor, you may want the right to exit rather than be served by a new owner you never chose.
Aim for the right to assign freely to a successor or acquirer of your business, and for a termination right if the vendor undergoes a change of control you are uncomfortable with. Watch for "consent not to be unreasonably withheld" — helpful, but still a point of friction in a sale.
"Neither party may assign this Agreement without the other's prior written consent, except to a successor in connection with a merger or sale of substantially all assets."
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