Successor assignment

Definition

The clause that lets a customer contract follow the business, and the conditions that void it.

Why It Matters

The usual worry is backwards here. Published software terms generally do let a customer assign the agreement to a successor by merger, acquisition or a sale of substantially all assets without asking, and the vendor reserves a free hand to assign its own side. The leak is in the conditions. One set requires prompt written notice, a written assumption of every obligation by the buyer, and compliance with the vendor's own documentation requirements, and says any attempt outside that is null and void. So the contracts do not travel by themselves. Build the notice and assumption list from the actual agreements during diligence, and treat an undefined word like prompt as a deadline somebody else gets to define.