Check the Assignment Clause in Contract Terms Before You Sell

Start With What the Client Signed

A contract register is a working record connecting each client with the agreement in force and its current terms. Build it from executed documents, including accepted amendments and service schedules. Your current template describes what you'd like to use; it doesn't establish what an existing client accepted.

Ask finance to reconcile the agreement's recurring fee with the billing record. Where they differ, record the reason and the work needed to resolve it. An increase proposed in a renewal belongs in the forecast only on the basis its actual status supports.

My view is that the register should make unfinished work visible without requiring the owner to explain it. Give missing documentation to the account owner and billing discrepancies to finance. Keep the legal questions with the transaction adviser rather than asking an account manager to infer an answer.

Have Counsel Review the Proposed Transfer

Assignment concerns the transfer of rights; delegation concerns the performance of duties. Cornell's Legal Information Institute distinguishes those concepts in its explanation of assignment. Use the distinction to frame your review, then ask counsel what the executed wording means for the transaction you are actually considering.

Provide the proposed deal structure and receiving entity with the agreements. Ask counsel to identify any relevant consent or notice process, including change-of-control wording. A conclusion reached for a different transaction needs another look when its assumptions change.

Record what counsel reviewed and what remains open. Don't turn an expected client response into completed consent in the register. Keep the evidence of any required action where the authorized deal team can inspect it.

A review-complete marker should mean the analysis is complete. Keep it distinct from a marker saying a required client action is complete. Combining the two makes an unresolved transfer issue disappear behind an administrative tick.

Calculate the Increase From Its Effective Date

An escalator is the mechanism in an agreement for increasing the recurring fee. The model's policy is a fixed 5% annual increase written into the contract and communicated in advance. It rejects a consumer-price-index escalator and passing supplier increases through at cost.

Where an agreement differs from that policy, prepare the appropriate change with your advisers. Check the existing process for an amendment or renewal before approaching the client. Sending a replacement template is not evidence of acceptance.

For a hypothetical calculation, assume the entire $157,500 monthly base qualifies for the 5% increase on the same date, with no client or scope changes. The monthly increase is $157,500 × 0.05 = $7,875. Adding it gives $165,375 MRR, and $7,875 × 12 = $94,500 of additional revenue over a full year at that rate.

That annualized calculation doesn't establish profit or cash collection. If agreements change on different dates, calculate the contribution from each actual effective date. Leave an unavailable or unagreed increase out of the committed forecast until the contractual position supports including it.

The arithmetic is easy; the missing signatures are the work. A rule of thumb that turns the proposed increase into a promised sale-price uplift skips the buyer's assessment of earnings and contractual risk. Keep that valuation discussion separate from the revenue calculation.

Reconcile Scope With Delivery

The model's flat-fee principle requires plain language about what the monthly fee includes and excludes. Compare the signed service schedule with work the delivery team actually carries. A document edit alone won't resolve an ongoing responsibility or establish an agreed new price.

Have the service lead describe the work that has moved beyond the recorded scope. Ask the account owner to establish what was promised and accepted before proposing a change. Finish the proper agreement process before treating a disputed responsibility as excluded.

Travis Grundke describes warning prospects before signature that onboarding investigations may identify remediation requiring a separate project discussion. In his account, the possible need is explicit while the scope and cost remain uncertain. For cleanup, I'd use that distinction to separate an accepted service obligation from work still needing investigation and approval.

Give Notice Its Own Action Date

Renewal is when the agreement continues or is replaced under its terms. The non-renewal notice date is the applicable deadline for notice that it should not continue. Record the procedure alongside the date so the owner of the action knows how to complete it.

Dan Mallard recommends recording both dates so an account manager can address relationship or delivery concerns before the client's decision window. That is his advice about account management. Use the client's executed terms for the actual timing rather than borrowing the notice period from someone else's example.

Order the cleanup work by the real decisions coming due. Keep proposed changes distinguishable from executed changes and unresolved legal questions. An owner's target date for going to market doesn't make an unfinished amendment effective.

Show the Revenue Behind Unfinished Work

Report reviewed agreements and completed changes separately, with the related MRR attached. For a fee-weighted measure of review coverage, divide MRR attached to completed reviews by total MRR in the same register. That measures the portion reviewed, not transfer approval or the likelihood of retaining a client.

Keep those conclusions in their own fields. A large account with completed paperwork shouldn't conceal another agreement's unresolved question. I'd rather show the buyer a clear outstanding action than a completion percentage whose meaning changes halfway down the page.

Start with the executed agreement behind the next applicable renewal or notice decision. Reconcile its fee, obtain the transaction-specific legal assessment, and resolve the scope changes delivery has identified. Mark the cleanup complete only when the accepted documents and billing handoff support that description.