nonassignment

Nonassignment is a term that refers to the state or act of not assigning rights, property, or obligations. In legal and contractual contexts, it is often associated with nonassignment clauses—provisions that restrict or prohibit the transfer of contract rights or duties to another party without consent.

In contract law, a nonassignment clause aims to preserve control over who will perform under the contract, manage credit risk, and protect personal services or specialized expertise. Such clauses may bar assignment entirely, or permit it only with the other party’s consent. Some clauses specify that any attempted assignment without consent is void or a breach of the contract, potentially entitling the non-assigning party to remedies.

Nonassignment clauses are common in employment agreements, leases, licenses, and intellectual property licenses. They may include exceptions for assignments to affiliates, in the context of corporate reorganizations, or for lenders seeking security interests. The exact scope and enforceability of a nonassignment clause depend on the contract terms and the governing law of the jurisdiction.

A related concept is delegation versus novation. A nonassignment clause can prevent the transfer of contract rights, but may not automatically relieve a party of obligations; to transfer both rights and duties with consent, a novation is typically needed. Breach of a nonassignment clause can lead to remedies such as damages, injunctions, or contract termination, depending on the contract and applicable law.

Overall, nonassignment reflects a contractual control mechanism to limit unauthorized transfers of rights or obligations.