CLAUSE 3 - Assignment of Contract

The Contractor may not assign any part of its contract unless the Employer agrees. The Contractor may
however, give his bankers a charge over monies due under the contract. The clause does not affect an
insurer's right of subrogation whereby the insurer seeks to recover from another party sums paid out to
the Contractor.
Item (b) is new to this edition, as is the reference to clause 1.5 (Notices, consents etc). The main thrust of
the clause remains, however.
Owing to the general requirement in clause 1.5 that consent shall not be unreasonably withheld or
delayed, it is necessary in this clause to give the Employer an unfettered right to withhold his consent
from an assignment. Any purported assignment would be invalid under English law and give the purported
assignee no rights without the prior consent of the Employer. The two exceptions recognise the realities of
the Contractor's financing and insurance arrangements.
For further commentary in relation to assignment by the Contractor, see the commentary under clause
1.1(a)(ii).