Model Trade Book Contract

30.

Assignment.

This Agreement is binding upon the parties and the assigns, heirs, executors, successors, or administrators of Author and the assigns and successors of Publisher, but no assignment shall be binding upon either of the parties (and any purported assignment will be null and void) without the written consent of the other. For purposes of clarification, transfers by will or inheritance shall not be deemed an assignment. The foregoing notwithstanding, Publisher shall have the right to authorize or license publication or use of the Work, or to assign this Agreement, in whole or in part, to a parent company, to any subsidiary or affiliated company, or as part of a merger or in connection with the sale of all or substantially all of Publisher's business or the business of the applicable division.

Commentary

This language protects you from learning only after the fact that another publisher has taken place of the original. Although the new publisher (the "assignee") could not change the terms of your contract without your consent, it could treat you quite differently from the original publisher. If your original publisher is being acquired by another, you might have no choice but to allow assignment of your contract, but you should otherwise have the right to veto a prospective new publisher. However, it is likely that the publisher will insist on the right to freely assign contracts in the event of a merger/acquisition scenario, in which case the contract should stipulate that, in order to be valid, such assignment must be made in connection with a sale of all or substantially all of the publisher's assets.