The word 'assign' in a contract may be construed to include novation where the contract as a whole, read in context, demonstrates that the parties intended the clause to encompass the transfer of both benefits and burdens. A contractual power to determine target quotas need not follow a two-stage process of joint review before unilateral determination, where the clause leaves the process to one party's discretion, but the determination must be communicated to the other party. A commitment to churn a supplier's customer base to a competitor can constitute a 'potential conflict of interest' even before any actual churning occurs.
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