Since the Single Commercial Code (Article 2) stipulates that the parties may freely transfer their rights and obligations to another party, the absence of an assignment clause that may restrict the contract means that the other party is free to transfer its obligations to any person meeting its criteria. With an assignment clause, you can start thinking about the future and deciding what you want from a business and what you expect if the trigger argues in favor of an assignment clause. An assignment clause prohibits and invalidates any assignment provided for in a contract. Once this has been added to your contract, all previous awards are no longer valid and new ones can no longer be made unless this clause is removed. Nevertheless, courts generally apply anti-assignment clauses negotiated and agreed by both parties, depending on the applicable law, the jurisdiction of the contract and the language agreed in the treaty. Note, however, that courts tend to interpret anti-assignment clauses narrowly. For example, an anti-assignment clause may prohibit assignment, but may not indicate that an assignment contrary to the treaty is not valid. In this case, a party may bring a lawsuit for infringement, but the court cannot allow it to invalidate the assignment. An assignment clause defines the contractual obligations, rights and obligations that may be transferred from one of the parties to another. The assignment may take place in whole or in part and the clause also describes the conditions under which a party may delegate these tasks. As noted above, the absence of assignment clauses may result in an uncontrolled transfer of contractual obligations and rights from one party to another without consent. Courts tend to interpret anti-assignment and anti-delegation clauses narrowly. As noted above, a number of jurisdictions have held that an assignment clause does not deprive any party of the power to assign the contract and invalidate the contract, unless the provision expressly states that such assignments are invalid or void.
Therefore, if you wish to make an assignment contrary to your agreement instead of creating an opportunity for a case of infringement, you expressly state in your contract that such assignments are invalid or void. . . .