An anti assignment clause is a software contract term that prevents the license from being transferred to another entity without the publisher consent.
What is an anti assignment clause? It is a provision that stops a software license from being moved to a different legal entity unless the publisher agrees. In a transaction, it matters most in asset deals and carve outs, where contracts have to be assigned from one entity to another. If the agreement contains an anti assignment clause, that assignment is not automatic. The publisher can withhold consent, attach conditions, or use the moment to reprice, which can turn a routine transfer into a negotiation.
An anti assignment clause becomes live the moment a transaction tries to move a contract. In an asset purchase, the buyer acquires assets and contracts rather than the legal entity, so each affected agreement has to be assigned. In a carve out, a divested unit takes contracts with it, or needs new ones. An anti assignment clause means the publisher sits in the path of that transfer. Without consent, the buyer may find it has acquired the right to use software it cannot legally run under the new entity.
A change of control clause fires when ownership of the same entity changes, common in stock deals. An anti assignment clause fires when the contract itself moves to a new entity, common in asset deals and carve outs. The two often appear in the same agreement and cover different events. A buyer that maps only one can be caught by the other. The deal structure decides which is the bigger risk, which is why the clause review and the structure decision belong together.
The practical step is to list every agreement that the chosen structure would require to be assigned, then flag those containing anti assignment language. Each becomes a consent to obtain, with a timeline and a fallback if consent is refused or priced. Some publishers grant consent routinely. Others treat it as a commercial opportunity. Knowing which is which before signing keeps the leverage with the buyer. This is commercial and licensing advisory, and the legal reading of any clause should sit with the buyer own counsel.
| Feature | Anti assignment clause | Change of control clause |
|---|---|---|
| Trigger event | Contract moves to a new entity | Ownership of the entity changes |
| Common in | Asset deals and carve outs | Stock deals and mergers |
| Publisher right | Withhold consent to assign | Consent, terminate, or reprice |
| Buyer task | Obtain assignment consent | Map and plan for the trigger |
Related reading: see the M&A software glossary hub, plus change of control clause and deemed assignment.
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