Assignment Clause Email Templates

[Name], Thank you for your comments on the assignment clause. We understand the desire for flexibility in M&A transactions, but we have significant concerns about an unconditional carve-out. Our concern is straightforward: we are sharing sensitive competitive information under this NDA. An unrestricted M&A carve-out could result in our confidential information being held by a competitor, a company we have specifically chosen not to do business with, or an entity with inadequate security practices. We are willing to include an M&A carve-out, but with the following conditions: 1. Notice Requirement: The assigning party must provide written notice to the non-assigning party at least [30] days prior to closing (or, if prohibited by confidentiality requirements, promptly upon public announcement). 2. Competitor Exclusion: The carve-out shall not apply if the acquirer is a direct competitor of the non-assigning party. [We can provide a list of excluded entities if that would be helpful.] 3. Return of Information Option: Upon notice of an M&A transaction, the non-assigning party shall have the option to require return or destruction of all Confidential Information prior to closing. 4. Successor Obligations: The acquirer must assume all obligations of the assignor in writing and acknowledge familiarity with the confidentiality requirements. 5. No Relief from Liability: Assignment shall not relieve the assignor from any liability for breaches occurring prior to the assignment. This provides you with M&A flexibility while protecting our legitimate interests in controlling who has access to our confidential information. Would this modified approach work for your team? Best regards, [Your Name]

[Name], We have reviewed the assignment provision in Section [X] and have concerns about the current language, which permits assignment [describe: without consent / with broad carve-outs / to affiliates without restriction]. Given the sensitive nature of the confidential information we will be sharing, we need stronger controls over who can become a party to this agreement and hold our information. Specifically: Our core requirement: All assignments must require our prior written consent, which consent shall not be unreasonably withheld or delayed. We understand this may seem restrictive, but consider the context: - We are sharing [describe: proprietary technology / trade secrets / strategic business plans / customer data] - We have carefully evaluated [your company] and decided to share this information with you specifically - We have not evaluated or approved sharing with unknown future assignees We are willing to include the following accommodations: 1. Consent Standard: We will commit to not unreasonably withhold consent, so legitimate assignments will be approved 2. Response Time: We will respond to assignment requests within [15] business days 3. Deemed Consent: If we fail to respond within the specified period, consent will be deemed granted 4. Internal Reorganization: Assignments resulting from purely internal reorganizations (same ultimate parent, same personnel) may proceed with notice only However, we cannot accept blanket M&A carve-outs or unlimited affiliate assignment rights. Please revise Section [X] accordingly. Best regards, [Your Name]

[Name], Regarding the assignment provisions, we are prepared to accommodate your request for [M&A carve-out / affiliate assignment rights], subject to the addition of clear successor liability language. Our goal is to ensure that any permitted assignment does not create a gap in accountability. Please add the following to Section [X]: "SUCCESSOR OBLIGATIONS: (a) Written Assumption: Any permitted assignment shall not be effective until the assignee executes a written agreement, in form reasonably acceptable to the non-assigning party, assuming all obligations of the assignor under this Agreement. (b) Continuing Liability: No assignment shall relieve the assignor of any liability for breaches occurring prior to the effective date of assignment. (c) Joint Liability Period: For a period of [12/24] months following any assignment, the assignor and assignee shall be jointly and severally liable for performance of all obligations under this Agreement. (d) Successor Bound: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any successor or assign shall be entitled to enforce this Agreement only to the extent it has assumed the corresponding obligations. (e) No Novation: Assignment shall not constitute a novation or in any way release the assignor from any obligation or liability unless expressly agreed in writing by the non-assigning party." These provisions ensure that permitted assignments do not undermine the protection this NDA is designed to provide. Please confirm you can incorporate this language. Best regards, [Your Name]

[Name], Thank you for your continued engagement on the assignment clause. After internal discussion, we are prepared to accept an M&A carve-out with the following conditions, which we believe represent a fair compromise: ACCEPTED: - Assignment without consent in connection with a merger, acquisition, or sale of all or substantially all assets - Assignment to affiliates with notice (not consent) - 6-month joint liability period CONDITIONS: 1. Advance Notice: Written notice at least [30] days prior to closing, or if prohibited by applicable law or transaction confidentiality requirements, within [5] business days of public announcement. 2. Information Return Option: Upon receiving notice of an M&A transaction, we may elect to require return or destruction of our Confidential Information. This election must be made within [15] days of notice. If we make this election, the NDA terminates as to our Confidential Information upon completion of the return/destruction process. 3. Named Competitor Carve-Out: The M&A carve-out shall not apply to a transaction where the acquirer is [list 3-5 specific competitors]. This is a short, specific list, not a general category. 4. Successor Acknowledgment: The assignee must provide a written acknowledgment of the NDA obligations directly to us within [30] days of closing. 5. Survival of Existing Claims: Assignment shall not affect any claims arising from conduct prior to the assignment. Please confirm these terms are acceptable, and we can finalize the agreement. Best regards, [Your Name]