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Assignment clause for lawyer’s reference of contract drafting

Time:2014-03-13 Hit:201

Assignment clause for lawyer’s reference of contract drafting

1. Neither party may assign, directly or indirectly, all or part of its rights or obligations under this contract without the prior written consent of the other party, except to a controlled subsidiary of that party or a purchaser of all or substantially all of the party’s assets used in connection with performing this contract, provided the assigning party guarantees the performance of and the assignee to assume in writing all obligations of the assignor under this contract. The rights and obligations of this contract shall bind and benefit any successors or assigns of the parties.

2. Either party may not sub-license, assign, or transfer this license or the licensed program. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereof shall be void.

3. If a party intends to sell or otherwise transfer all or part of its equity interest in the JV company, it shall first send a written notice to the other party, stating its intention to make the transfer, the quantity of the transferred equity interest, the conditions for purchase thereof and the identity of the proposed transferee. The other party shall have the preemptive right to purchase the transferred equity interest. If the other party exercises their pre-emptive right to buy the transferred equity interest, it shall, within 30 days of receipt of the transfer notice, purchase the transferred equity interest at a price equal to the selling prices set out in the transfer notice. If the other party fails to exercise such preemptive right to purchase or pay the selling price to the intending transferor within 30 days, it shall be deemed to have given their prior written consent to the proposed transfer.

 

Author: shanghai lawyer

 

 

 

 

 

 

 

 

 

 

 


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