This form brings together several boilerplate contract clauses that work together to outline requirements or otherwise restrict any assignment of rights or delegation of performance under a contract.
Oregon's law recognizes the importance of protecting parties' contractual rights and offers specific provisions known as "Anti-Assignment and Anti-Delegation Clauses" to maintain the integrity and control over contractual obligations. These clauses are designed to regulate the transfer of contract rights or responsibilities to another party. In Oregon, Anti-Assignment Clauses provide a mechanism for parties to prohibit the assignment of their contractual rights to a third party without obtaining prior consent. By including such a clause in a contract, the original parties retain control over who can step into their position and ensures that their consent is required for any assignment. This clause helps maintain the original parties' expectations and safeguards against potential risks associated with unknown third parties assuming contractual obligations. On the other hand, Anti-Delegation Clauses govern the transfer of contractual responsibilities, allowing parties to limit or prohibit the delegation of duties to another party without obtaining consent. This clause preserves the intent of original parties' agreements and prevents unwanted or unexpected alterations in the performance of contractual obligations. By retaining control over the delegation of responsibilities, parties can ensure the promised performance is carried out according to their initial understanding. It's worth noting that there are different types of Anti-Assignment and Anti-Delegation Clauses recognized under Oregon law, which offer varying degrees of control and flexibility. Some of these types include: 1. Absolute Prohibition: This type of clause completely bars any assignment or delegation without the express consent of the original parties. It provides the highest level of control and restricts any transfer of rights or duties without formal approval. 2. Limited Consent: In this type of clause, parties may allow assignment or delegation but with certain limitations or conditions. These conditions could include seeking consent from the original parties, maintaining the same terms and conditions, or ensuring that the assignee or delegate possesses certain qualifications. 3. Successors and Assigns: Alternatively, parties may include a provision allowing assignment or delegation to successors or assigns, essentially giving permission for transfers to specific parties, such as affiliated entities or heirs, without requiring further consent. Oregon's law considers these Anti-Assignment and Anti-Delegation Clauses valid and enforceable unless they are unconscionable, unreasonable, or against public policy. Parties looking to utilize these clauses should carefully draft them to clearly convey their intentions, specific restrictions, and any required conditions. In summary, Oregon's Anti-Assignment and Anti-Delegation Clauses serve as powerful tools for parties to protect their contractual rights and obligations. By including these clauses in their agreements, parties can maintain control over assignments and delegations, ensuring that their contracts remain intact and in line with their original intentions.
