Contract glossary

Change of control

What does a change-of-control clause do in a vendor contract?

Businesses get acquired, and contracts have to say what happens next. A change-of-control clause (often inside the assignment clause) decides whether a vendor can hand your agreement to its acquirer without asking, whether you can hand it to yours, and whether either side gets to walk away when the other changes hands.

The asymmetric version is common: the vendor may assign on a change of control, you may not without consent. That means your software, your 3PL or your agency can be sold to a company you did not choose — possibly a competitor — while a buyer of your business has to ask the vendor's permission to keep using it, which is leverage at exactly the wrong moment.

What to do about it

Ask for symmetry: either party may assign to a successor on a change of control, and each side may terminate on notice if the other is acquired by a direct competitor. If you expect to sell the business, make sure every material contract is assignable to a buyer without consent.

In a contract

"Vendor may assign this Agreement in its entirety, without Customer's consent, in connection with a merger, acquisition, or sale of all or substantially all of its assets. Customer may not assign this Agreement without Vendor's prior written consent."

Related terms

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Definitions and negotiation guidance here are educational business decision support, not legal advice. Consult an attorney about how any clause applies to your own agreement.

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