assignment and novation agreement template

Assignment And Novation Agreement

Jump to section, what is an assignment and novation agreement.

An assignment and novation agreement is a contract between two parties where one gives up their rights and responsibilities under an original contract. An assignment cancels the original contract and transfers the rights and responsibilities of one of the parties to another, third party. In novation, one of the parties surrenders their rights but retains the duties they took on under the original contract.

Each of these agreements allow a contract party to give up their rights if they desire. The specific type of agreement necessary depends on whether both parties can agree to removing both rights and responsibilities and canceling the original agreement

Common Sections in Assignment And Novation Agreements

Below is a list of common sections included in Assignment And Novation Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment And Novation Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.4 5 ex10-4.htm ASSIGNMENT AND NOVATION AGREEMENT , Viewed September 18, 2022, View Source on SEC .

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My practice has involved a wide range of legal matters from commercial real estate, finance and international business transactions to litigation matters including commercial disputes, real estate, employment, and medical malpractice. Proficient in Spanish, I graduated from the University of Kentucky College of Law, the Patterson School of Diplomacy and International Commerce, and the University of Southern California. Prior to my legal career, I sought diverse professional experiences. After graduating from college, I orchestrated my own volunteering experience in southern Peru with a small non-profit organization. Later I gained valuable professional experience as part of a U.S. Senate campaign, and after that I joined the public policy team at Greater Louisville, Inc., Louisville's Chamber of Commerce affiliate. Prior to law school, I embarked on a month long excursion with the Northern Outdoor Leadership School in Alaska, which gave me a new found appreciation for sustainability.

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Novation agreement template

Novation agreements ensure that rights and obligations transfer seamlessly from one party to another. This free novation agreement template can support with the transition.

Novation agreements ensure a smooth transition of rights and obligations from one party to another. That's why it's important to get them right first time.

This guide talks about all things novation contract agreement – we even have a free novation agreement template below for you to use as a starting point.

What is a novation contract agreement?

Novation is when a party to a contract transfers their rights, obligations, or liabilities to someone else who wasn’t involved in the original contract

A novation agreement is a legal contract involving three parties. It enables the transfer of rights and responsibilities from one party to another with the full consent of everyone involved.

This means, the party that initially held certain rights and obligations (termed the 'outgoing party' or 'transferor') can pass these on to another party (termed the 'incoming party' or 'transferee').

An example, of novation may be when a small supplier/business changes location and finds their business customer another source to replace them directly.

The most important thing to note here is that the original agreement gets superseded by this new arrangement, effectively forming a fresh contract between the continuing party and the incoming party.

Why are novation agreements important?

Novation agreements are especially important when:

• selling or transferring the ownership of a company or its assets;
• adjusting debt agreements; or
• amending service contracts when outsourcing. 

By ensuring a legal and mutual transfer of obligations and rights, novation agreements reduce potential disputes and enable smoother transitions.

When is a novation agreement required?

A novation agreement comes into play in various situations where it's necessary to transfer the rights and obligations of an existing contract to a new party. Below, we've listed some of the most common scenarios where a novation agreement might be required:

• Change of service provider: If your business decides to switch service providers, a novation agreement will be crucial to transfer the existing contract from the current service provider to the new one. ‍
• Business sale or merger: During the sale, merger, or acquisition of a company, novation contract agreements allow for the smooth transfer of contracts associated with the business from the old owner(s) to the new one(s). ‍
• Debt restructuring: In the case of debt restructuring or refinancing, novation agreements can be used to replace the debtor while keeping the remaining terms of the loan intact. ‍
• Property lease transfers: When a tenant wants to move out before the end of the lease term, a novation agreement can be used to replace the original tenant with a new one in the lease agreement. (Need a property management agreement template ?) ‍
• Contractual risk management: If a party to a contract is at risk of not being able to fulfil their contractual obligations , a novation agreement can be used to replace them with a party who can. ‍
• Employee role changes: If an employee's role changes significantly, such as a promotion or transfer to another department, a novation agreement can be used to replace the original employment contract with a new one that reflects the new role.

In essence, anytime you need to replace one party in a contract with another, while keeping the rest of the contract intact, you should consider using a novation agreement.

However, it's essential that you obtain legal advice to ensure that a novation agreement is appropriate for your specific circumstances.

What should a novation agreement template include?

A novation agreement must contain specific elements to ensure it is legally valid and to clearly outline the rights and obligations of all parties involved. A novation agreement should include:

1. Identification of parties

‍ Clearly identify all three parties involved - the outgoing party (the one transferring the obligations and rights), the incoming party (the one receiving the obligations and rights), and the remaining party (the one whose relationship with the outgoing party will end and begin afresh with the incoming party).

2. Details of the original contract

‍ The agreement should specify and reference the original contract that's being replaced. This includes its date, the parties involved, and its essential terms and conditions. The objective is to clearly establish the foundation upon which the novation is occurring.

3. Novation details

‍ The agreement should explicitly state that the rights and obligations of the outgoing party are being transferred to the incoming party. The incoming party should accept these obligations and rights, and the remaining party should consent to the replacement of the outgoing party.

4. Release clause

‍ There should be a clear statement that the continuing party releases the outgoing party from any future obligations under the original contract. This absolves the outgoing party of any liability for future performance of the contract .

5. Indemnity clause

‍ The agreement should include an indemnity clause where the incoming party agrees to indemnify, or compensate, the outgoing party for any losses arising from any breaches of the contract that occur after the novation.

This ensures the outgoing party isn't held responsible for actions of the incoming party after the novation takes place.

6. Governing law

‍ Specify the jurisdiction or the legal system that will interpret the novation agreement and manage any disputes that may arise. This is often the same jurisdiction as the one specified in the original contract.

7. Execution details

‍ Finally, the agreement should contain a place for all parties to sign and date. The signatures indicate all parties' acceptance of the novation agreement.

Remember, these are just the standard elements of a novation agreement. Depending on the circumstances and the jurisdiction, more detailed terms may be required.

Always consult with a legal professional when drafting a novation agreement to ensure it accurately reflects the intent of all parties and complies with applicable laws. After all, novation agreements are versatile and can be used in a wide variety of scenarios. No template will or can be one-size-fits-all.

How do novation agreements typically work?

The creation and management of novation agreements, when handled manually, can be a complex and time-consuming process.

iIt often involves various steps that demand careful attention. Which include:

1. Identifying the need for a novation agreement

‍ This is the initial stage of novation. This stages determines if the responsibilities and rights of an existing contract should be transferred from one party to another or not.

This usually involves a lot of consideration and a discussion with various stakeholders to decide which course of action to take.

2. Consulting with legal teams

Consulting with your in-house legal team is crucial to making sure you understand the nuances of novation and the implications of the new arrangement. Missing this important step may land you in difficulty later down the line.

3. Drafting the novation agreement

Once you've established how you want the novation to work, you need to draft the novation agreement. How you do this varies depending on whether you have a novation agreement template in place or not.

If you do, you'll need to populate and edit the novation agreement template manually to tailor it to your specific needs. This involves describing the original contract, the parties involved, and the exact obligations and rights being transferred.

But if you don't have a novation agreement template to hand, you'll need to ask your legal team to draft one from scratch for you. This can take a while given that legal teams often report feeling buried in low value work.

4. Reviewing and negotiation

‍ This stage often involves multiple rounds of review and amendments to ensure all parties are satisfied with the terms of the agreement.

This is a repetitive process that happens across multiple different tools, with redlines, comments and suggestions bouncing back and forth via email and across new versions of the novation agreement.

5. Signing the agreement

‍ After extensive reviews and negotiations, the agreement is manually signed by each party, thereby cementing the terms legally.

Traditionally, the novation agreement would be signed in wet ink . However, it's often signed using an electronic signature tool today since this gives parties the freedom to sign contracts online.

6. Post-signature contract management

‍ After the agreement is signed, it needs to be managed. This ranges from monitoring the compliance of the incoming party with the transferred obligations and ensuring the outgoing party is released from their obligations to manually tracking any breaches or disputes that might arise.

This post-signature contract management process is completed through physical filing systems or spreadsheets, which can be challenging to keep organized and updated.

How can Juro help to manage your novation agreement template?

1. automated contract drafting.

We can help. Juro enables you to automate your novation agreement templates, simplifying the contract drafting process . The platform's intuitive editor allows parties to generate novation agreements in seconds using automated contract templates .

2. Collaborative review and negotiation

‍ Juro offers a collaborative workspace where contract terms can be discussed, negotiated, and agreed upon in real-time - all within your browser. This eliminates the need for lengthy email threads, reduces miscommunication, and accelerates the agreement process.

3. Electronic signing

Juro's native electronic signature enables signatories to sign novation agreements on any device, rather than them having to be present in-person to sign the contract in wet ink.

Not only is this convenient, but it also speeds up the signing process considerably compared to manual signing.

4. Secure storage and tracking

‍ Juro's software keeps all your contracts in one place, ensuring that monitoring contract compliance , tracking obligations, and managing potential disputes is made easier and more efficient.

Juro also integrates seamlessly with platforms you already use, like Salesforce , Google Drive , and Slack , enabling data to move seamlessly between platforms.

5. Automated reminders and notifications

‍ Juro takes the task of manually remembering key dates and actions off your shoulders by providing automatic reminders and notifications for your novation agreements.

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Creating a Novation Agreement: A Step-by-Step Guide

14 May 2021

A novation agreement is a three-way contract, where one original party transfers his/her contractual rights and obligations to a new party, following the consent of the other party in the original contract (the "counterparty"). All parties must consent to the contract. This is different from an assignment, where the obligations of a contract cannot be transferred.

Understanding when to use a novation contract or an assignment is crucial. Since creating novation agreements can be a complex process, business owners must understand what constitutes a valid novation and how it differs from an assignment.

This article will explain what novation is and how to write a novation agreement, and clarify how it differs from an assignment.  

What is a novation agreement?

Novation is a contract in which a third party takes up the obligations and rights of one of the original parties to the original contract. Through this process, the original contract is extinguished and replaced by a new contract. The obligations of the third party in this new contract will be identical to the rights and obligations of one of the original parties under the original contract.

In a novation, both the rights and obligations of a contract are transferred to a third party. Rights (or benefits) refer to the entitlements of a party under a contract. Common examples of rights include the right to sue and the right to seek compensation. Obligations (or burdens) refer to the duties a party must fulfil under a contract. Common examples of obligations include making payments and delivering goods.

Novation is particularly common in the sale of business transactions. In a sale of a business transaction, the seller transfers the ownership of all its assets to the buyer, including contracts with third parties. Novation is often used to achieve this, as it transfers both the rights and obligations of a contract to the other party.

Another key point to note with novation agreements is that all three parties must agree to the novation. This means that all three parties must sign. The three parties are:

Transferor: The party who is transferring rights and obligations as part of a novation.

Transferee: The party to whom rights and obligations are being transferred as part of a novation.

Counterparty: The party against whom the rights and obligations being transferred are held. The counterparty is the other party to the original contract along with the transferor.

Example of a novation agreement

Here is an example of a novation agreement: 

Andy enters a contract to sell a motorbike to John. The contract specifies that Andy is to deliver the bike to John in a week and receive John’s payment in a week.

Before John pays Andy, John enters a contract to sell the motorbike to Mary for its purchase price, on the same terms.

Now, John has obligations to both Andy and Mary – he must pay Andy for the motorbike and sell the motorbike to Mary.

John convinces both Andy and Mary to enter into a novation agreement, signed and agreed to by all three of them. As a result of this novation agreement, the contract between Andy and John is extinguished and no longer exists. A new contract between Andy and Mary has been created, where Mary has the same rights and obligations to Andy as John previously had and owed to Andy.

Mary has essentially taken over John’s place in the transaction.

What happens after a novation agreement is completed?

When a novation agreement is agreed to and signed by all three parties, the original contracting parties (i.e. the transferor and the counterparty) are released from liabilities arising from the original agreement before the date that the novation is to become effective.

How do I write a novation agreement?

There are many things to remember when writing a novation agreement. In this section, we will walk you through the key components of every novation agreement.

1) Preamble of the agreement

The preamble of an agreement constitutes the first section of an agreement, which states the names and places of business of the parties.

Unlike typical agreements which have two parties, a novation agreement has three. The three parties include the two original parties to the contract (i.e. the transferor and the counterparty) and the new party to whom the rights and obligations will be novated (i.e. the transferee).

The preamble should include details of all three parties, such as the names and principal places of business.

2) Novation

This clause will effectuate the novation.

This clause will state that the transferee shall become a party to the agreement at issue in the place of the transferor. It will state that the transferee is to be subject to the same obligations as the transferor under the original agreement and is to benefit from the same rights as the transferor under the original agreement.

3) Further assurances

This is a boilerplate clause that states that all three parties to the novation agreement will do what is necessary to ensure that the novation agreement will be effective.

4) Counterparts

This clause ensures that even if the parties sign two separate copies of the same agreement, the two copies will be taken together and will constitute one complete agreement.

This is an example of a boilerplate clause. Boilerplate clauses are a set of commonly found clauses in a contract. You can learn more about what boilerplate clauses are here .

5) Mutual Release

Novation agreements often have mutual releases . This means that the transferor and the counterparty will release each other from all liabilities arising from the performance of the original agreement.

6) No Third-Party Rights Under Agreements

A clause is usually included in novation agreements limiting the ability of third parties (persons who are not a party to the contract) to enforce any rights in the contract.

7) Governing Law

This clause specifies which jurisdiction’s laws the contract is to be subject to and interpreted in accordance with.

You can learn more about governing law and jurisdiction clauses here .

Novation Agreement Template 

Drafting a novation agreement is challenging and it is easy to miss out on key information. Don’t worry - we have prepared a sample novation agreement for you to use. There are two types of novation agreements - one for a full transfer and release and another for a partial transfer and release .

A novation agreement for full transfer and release involves the transfer of all rights and obligations to a third party. You can find this agreement here .

A novation agreement for partial transfer and release involves the transfer of only some of the rights and obligations to a third party. You can find this agreement here .

What is an assignment?

An assignment is a process wherein a party transfers its rights under a contract to another third party.

Generally, a party to a contract (i.e. the assignor), can assign its rights under a contract to a third party (i.e. the assignee) without the consent of the party against whom the rights are held (i.e. the counterparty).

This is unless the contract between the assignor and the counterparty prohibits or otherwise limits the assignment of rights. Often, contracts restrict the assignment of rights unless the written consent of the counterparty is obtained. An exemplar clause to this effect looks like this:

“Neither party hereto may assign any of its rights or obligations hereunder to any other person, without the prior written consent of the other party hereto.”

Example of an assignment

Andy enters a contract to sell a painting to John for $100. The contract states that Andy will give John the painting and will receive payment from John in one week.

Andy also owes $100 to Mary. The last date to repay Mary is also in one week. Andy does not expect to have any money to pay Mary.

To resolve this situation, Andy proceeds to assign his rights under his contract with John to Mary by entering into an assignment agreement with Mary.

Now, Mary is entitled to receive the $100 from John, ensuring that she is fully repaid by Andy.

It is important to remember that only rights can be transferred through an assignment. As such, Andy would still be subject to certain obligations under his agreement with John, which include selling the painting to John in one week.

What is the difference between an assignment and a novation?

Novation and assignment are similar concepts and are, therefore, often confused between one another.  

Novation involves three parties. All three parties (i.e. the transferor, the transferee, and the counterparty) must agree to the novation. An assignment, on the other hand, only needs to be signed by the assignee and the assignor - it is a two-party agreement.   The counterparty does not have to sign.

Furthermore, both rights and obligations can be transferred through a novation, while an assignment only transfers rights .

What are the downsides to using a novation?

A novation can be difficult to execute. The difficulty arises from the fact that all three parties involved in a novation must agree to the novation. Generally, it is not very difficult to obtain the consent of the transferor and the transferee.

However, it can be difficult to obtain the consent of the counterparty. This is because the counterparty may think that they will not benefit in any way from such a novation. This may lead to the counterparty renegotiating key points in the agreement to obtain certain concessions in the agreement.

On the other hand, in an assignment, the counterparty’s consent is not necessary . Usually, only consent from the assignor and the assignee is necessary. The assignor simply needs to provide notice to the counterparty to inform them of the assignment.

Assignment agreement template 

If you are looking to assign your rights under a contract, you will need to draft an assignment agreement.

We have created one for you to use for any commercial contract. You can find it here .

We have also created a sample assignment agreement specifically for assigning intellectual property rights. You can find it here .

We also have an assignment agreement specifically for assigning patent rights. You can find it here .

Please note that this is a general summary of the position under common law and does not constitute legal advice. As the laws of each jurisdiction may be different, you may wish to consult your lawyer.

Pooja Batra

Pooja has more than 8 years of in-house legal experience in large mnc’s. she has advised on a wide range of corporate and commercial matters including drafting, reviewing and negotiating a variety of commercial contracts and other agreements across various business lines. if you would like to become a contributor to docpro, please click the link below:, novation agreement, agreement to novate, assignment agreement, agreement to assign, what is novation, novating contracts, novating a contract, contract for novation, assignment vs novation, novation vs assignment, novation real estate, novation agreement format, what is a novation agreement, novation contract, related posts.

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Novation Agreement Template

Novation is the replacement of one of the parties in an agreement between two parties, with the agreement of all three parties involved. To novate is  to replace an old obligation with a new one .

NOVATION AGREEMENT

This Novation Agreement (the “Novation”) is made as of the date of execution on the signature page below by and between [PARTY ASSIGNING THE AGREEMENT] , (the “Transferor”), and [PARTY BEING ASSIGNED THE AGREEMENT] (the “Party in Substitution”), with each having a place of business at the address indicated on the signature page below. Both the Transferor and the Party in Substitution may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Transferor entered into an agreement with [THIRD PARTY] (the “Other Party”) whereby [DESCRIBE AGREEMENT BETWEEN ASSIGNOR AND THIRD PARTY] on or around [DATE] (the “Agreement”);

WHEREAS, on or around [DATE] the Transferor obtained written consent from the Other Party to the novation of the Agreement to the Party in Substitution;

WHEREAS, the Party in Substitution has received a copy of the Agreement and agrees to perform pursuant to the terms and conditions articulated therein; and

WHEREAS, the Party in Substitution hereby accepts the novation pursuant to the terms and conditions hereunder.  

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties agree as follows:

NOVATION. Effective [DATE] (the “Effective Date”), the Party in Substitution shall be substituted for Transferor in the Agreement and shall assume all obligations and rights thereunder. The Party in Substitution undertakes to fully perform all such obligations under the Agreement in the place of Transferor and covenants to the Other Party to perform accordingly.

CONSIDERATION. In consideration of the novation granted hereunder, the Party in Substitution agrees and acknowledges that it shall pay to the Transferor $ [AMOUNT] on or before three (3) days from the date of this Novation. The Parties agree and acknowledge that the assignment hereunder shall not be effective until such amount is paid accordingly.  

RELEASE. The Parties agree and acknowledge that the Transferor is hereby relieved from all obligations under the Agreement and as such: (i) the Other Party may not make any claim against the Transferor regarding the performance of the Agreement and (ii) the Party in Substitution shall be held liable for any and all matters arising under the Agreement.

INDEMNIFICATION. To the extent permitted by applicable law, the Transferor shall indemnify the Party in Substitution against all suits, claims, causes of action that the Other Party asserts against the Party in Substitution arising under or with respect to the Agreement, any other documents or instruments delivered pursuant thereto, or otherwise based on or related to any of the foregoing, including, but not limited to, contract claims, statutory claims, tort claims, and all other claims at law or in equity with respect to the rights and obligations sold and assigned pursuant to this Assignment that arise on or prior to the Effective Date

REPRESENTATIONS AND WARRANTIES. The Transferor represents and warrants that: (i) it is the legal and beneficial owner of the rights assigned hereunder; (ii) the rights assigned hereunder are free and clear of any lien, encumbrance, or other adverse claim to the best of its knowledge; (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Novation and to consummate the transactions contemplated herein.

MISCELLANEOUS.

Independent Representation. Each Party acknowledges that he or she has been represented by independent legal counsel of his or her own choice throughout all of the negotiations which preceded the execution of this Novation (or has waived such right) and that he or she has executed this Novation with the consent and upon the advice of such independent legal counsel.

• Novation. No Party may assign or transfer its rights or obligations under or interest in this Novation without the prior written consent of the other Party.
• Integration. This Novation constitutes the entire understanding and agreement of the Parties with respect to its subject and supersedes any prior agreements.
• No Waiver. No term of this Novation may be waived, modified, or amended except by an instrument in writing signed by both of the Parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
• Governing Law; Venue. This Novation shall be construed with and governed by the substantive laws of the State of [STATE] . Should any claim or controversy arise between the Parties under the terms of this Note or in furtherance of this Novation, such claim or controversy shall be resolved only in the state or federal courts located in [COUNTY, STATE] .
• Counterparts. This Novation may be executed in one or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument.
• Notices. All notices, requests, demands and other communications required or permitted under this Novation shall be in writing and shall be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or by email, addressed as set forth below or as communicated by either Party after the execution of this Novation:

Name: [NAME]

Address: [ADDRESS]

Email Address: [EMAIL ADDRESS]

Party in Substitution

• Attorney’s Fees. The prevailing party in any action arising out of this Novation shall be entitled to recover reasonable attorney’s fees as part of any judgment

[signature page to follow]

IN WITNESS WHEREOF, the Parties have executed this Novation in accordance with the dates as indicated below.

[ASSIGNOR]:

_______________________________ _________

Signature Date

_____________________________________________

City, State, Zip

[ASSIGNEE]:

_______________________________ _________  

[OTHER PARTY]:

Our templates are intended for reference use. Concord holds no responsibility for any reliance placed on these templates. These templates do not constitute legal counsel and should not be treated as such. By using any of these templates, you acknowledge and consent to these conditions.

Assignment and Assumption Agreement and Optional Novation | Practical Law

Assignment and Assumption Agreement and Optional Novation

Practical law standard document 6-519-2171  (approx. 21 pages).

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Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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Novation Agreement: Everything You Need to Know

When a third party enters the agreement, it takes the place of the departing party. 3 min read updated on February 01, 2023

Updated October 8,2020:

A novation agreement transfers the contractual obligations of one party to a third party or replaces a contractual obligation with another one. All parties involved in this type of contract must consent to the changes.

About Novation

When a third party enters the agreement, it takes the place of the departing party. Usually, novation happens when a new party assumes an obligation to pay that an original party had incurred.

The debts transfer to someone else, releasing the original debtor from the obligation. The nature of the transaction depends on the agreement that the parties make.

Three parties are involved in a novation:

• The transferee
• The transferor
• The counterparty

All must sign the novation agreement.

Corporate actions such as acquisitions and mergers involve a large number of novation contracts, and it's a common method for rescheduling loans.

Different Kinds of Novation

There are three ways to make a novation and each is distinct.

• The first, which has no official name, is simply known as a novation. This doesn't involve the introduction of a third party . Instead, someone who owes a debt enters into a new agreement with his or her creditor.
• The second is called an expromissio, and this involves a third party entering the picture. The new party, or debtor, takes on the debt of the former debtor. When the creditor accepts this change, it discharges the first debtor from the debt.
• The third kind is called a delegation, and this happens when a new creditor enters into the agreement in place of the old one. The debtor is discharged from the debt by the original creditor, who contracts some obligation for the new creditor.

Novation vs. Assignment

While novation and assignment are similar, there are important differences between them. A novation involves three parties, and all involved parties must consent to the new contract. A novation is able to transfer obligations as well as rights. An assignment doesn't transfer obligations.

Sometimes, a novation is called a “Hail Mary” defense for someone trying to avoid contractual liability. To establish novation, however, requires a rather high standard.

By contrast, assignment and assumption only transfer a party's contractual rights and benefits. Therefore, the original assignor/seller still has an obligation. This party can actually be held responsible if the assignee/purchaser doesn't fulfill the contractual performance. In order to protect itself from potential liability, an assignor may want to obtain an indemnity from the assignee.

Assignment doesn't necessarily require the consent of the third party the way that a novation does, and the original contract remains valid . Based on the agreement's terms, the assignor may only need to provide notice to the non-assigning party of the change.

In property law, for example, novation occurs when one tenant signs a lease over to another person. This new tenant then becomes responsible for paying rent and is liable for property damage. Novation is also common within the construction industry, when a contractor transfers a job to another contractor, as long as he or she has the consent of the client to do so.

Pros and Cons of Both

In many cases, assignment and assumption are more convenient for the seller than a novation since a seller might not need consent from a third party before assigning its interest. Still, the seller has to understand the liabilities it potentially faces if the purchaser doesn't meet contractual performance.

While a novation may protect sellers from future liabilities, it tends to be a more tedious process. In addition, if the third party doesn't provide consent, novation will not be possible. Before going ahead with novation, it's important for all involved parties to assess their relationship, particularly with the third party. If they don't believe the third party will provide the necessary consent, they may have to go with another option.

When faced with the scenario of transferring contractual rights and/or obligations, it's important to understand exactly what is being transferred. This is why it's vital that you fully comprehend all of the complex language in a contract. Consulting with a legal professional is one way to ensure you know what you're agreeing to before you sign a legally binding document .

If you need help with novation agreements or other legal matters, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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Content Approved by UpCounsel

• What is Novation of Contract
• Novation of Contract
• Contract Novation Letter
• Contract Novation
• Deed of Novation
• Assignment vs Novation
• Loan Novation Agreement
• Contract Novation Agreement
• Novation Contract Example
• Contract Transfer

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Sample novation agreement format

This page provides a sample novation agreement. You can copy and paste the language that has a gray vertical border to its left, and fill in the text that is in [brackets] with your applicable information.

FAR 42.1204(i)

Novation agreement.

The ABC Corporation (Transferor), a corporation duly organized and existing under the laws of ________ [insert state] with its principal office in ________ [insert city]; the XYZ Corporation (Transferee), [if appropriate add “formerly known as the EFG Corporation”] a corporation duly organized and existing under the laws of________ [insert state] with its principal office in ________ [insert city]; and the United States of America (Government) enter into this Agreement as of ___________ [insert the date transfer of assets became effective under applicable State law].

(a) The parties agree to the following facts:

(1) The Government, represented by various Contracting Officers of the ________ [insert name(s) of agency(ies)], has entered into certain contracts with the Transferor, namely: ________ [insert contract or purchase order identifications]; [or delete “namely” and insert “as shown in the attached list marked `Exhibit A’ and incorporated in this Agreement by reference.’’]. The term “the contracts,” as used in this Agreement, means the above contracts and purchase orders and all other contracts and purchase orders, including all modifications, made between the Government and the Transferor before the effective date of this Agreement (whether or not performance and payment have been completed and releases executed if the Government or the Transferor has any remaining rights, duties, or obligations under these contracts and purchase orders). Included in the term “the contracts” are also all modifications made under the terms and conditions of these contracts and purchase orders between the Government and the Transferee, on or after the effective date of this Agreement.

(2) As of ________, 20___, the Transferor has transferred to the Transferee all the assets of the Transferor by virtue of a ________ [insert term descriptive of the legal transaction involved] between the Transferor and the Transferee.

(3) The Transferee has acquired all the assets of the Transferor by virtue of the above transfer.

(4) The Transferee has assumed all obligations and liabilities of the Transferor under the contracts by virtue of the above transfer.

(5) The Transferee is in a position to fully perform all obligations that may exist under the contracts.

(6) It is consistent with the Government’s interest to recognize the Transferee as the successor party to the contracts.

(7) Evidence of the above transfer has been filed with the Government.

• [When a change of name is also involved; e.g., a prior or concurrent change of the Transferee’s name, an appropriate statement shall be inserted (see example in paragraph (8) below)].

(8) A certificate dated __________, 20__, signed by the Secretary of State of ___________ [insert state], to the effect that the corporate name of EFG Corporation was changed to XYZ Corporation on ____ ________, 20__, has been filed with the Government.

(b) In consideration of these facts, the parties agree that by this Agreement —

(1) The Transferor confirms the transfer to the Transferee, and waives any claims and rights against the Government that it now has or may have in the future in connection with the contracts.

(2) The Transferee agrees to be bound by and to perform each contract in accordance with the conditions contained in the contracts. The Transferee also assumes all obligations and liabilities of, and all claims against, the Transferor under the contracts as if the Transferee were the original party to the contracts.

(3) The Transferee ratifies all previous actions taken by the Transferor with respect to the contracts, with the same force and effect as if the action had been taken by the Transferee.

(4) The Government recognizes the Transferee as the Transferor’s successor in interest in and to the contracts. The Transferee by this Agreement becomes entitled to all rights, titles, and interests of the Transferor in and to the contracts as if the Transferee were the original party to the contracts. Following the effective date of this Agreement, the term “Contractor,” as used in the contracts, shall refer to the Transferee.

(5) Except as expressly provided in this Agreement, nothing in it shall be construed as a waiver of any rights of the Government against the Transferor.

(6) All payments and reimbursements previously made by the Government to the Transferor, and all other previous actions taken by the Government under the contracts, shall be considered to have discharged those parts of the Government’s obligations under the contracts. All payments and reimbursements made by the Government after the date of this Agreement in the name of or to the Transferor shall have the same force and effect as if made to the Transferee, and shall constitute a complete discharge of the Government’s obligations under the contracts, to the extent of the amounts paid or reimbursed.

(7) The Transferor and the Transferee agree that the Government is not obligated to pay or reimburse either of them for, or otherwise give effect to, any costs, taxes, or other expenses, or any related increases, directly or indirectly arising out of or resulting from the transfer or this Agreement, other than those that the Government in the absence of this transfer or Agreement would have been obligated to pay or reimburse under the terms of the contracts.

(8) The Transferor guarantees payment of all liabilities and the performance of all obligations that the Transferee —

• (i) Assumes under this Agreement; or
• (ii) May undertake in the future should these contracts be modified under their terms and conditions. The Transferor waives notice of, and consents to, any such future modifications.

(9) The contracts shall remain in full force and effect, except as modified by this Agreement. Each party has executed this Agreement as of the day and year first above written.

United States of America, By    ___________________________________________

Title  ___________________________________________

ABC Corporation,

By    ___________________________________________

[Corporate Seal]

XYZ Corporation,

Certificate

I, ________, certify that I am the Secretary of ABC Corporation; that ________, who signed this Agreement for this corporation, was then ________ of this corporation; and that this Agreement was duly signed for and on behalf of this corporation by authority of its governing body and within the scope of its corporate powers. Witness my hand and the seal of this corporation this day of ________ 20 ____.

By_____________________________________________

 Certificate

I, ________, certify that I am the Secretary of XYZ Corporation; that ________, who signed this Agreement for this corporation, was then ________ of this corporation; and that this Agreement was duly signed for and on behalf of this corporation by authority of its governing body and within the scope of its corporate powers. Witness my hand and the seal of this corporation this day of ________ 20 ____.

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Assignment and Novation Agreement

You may also be interested in.

This is a sample assignment and novation agreement where the Assignor assigns its rights and obligations under insurance policies to the insured companies, which are the assignees. The sample includes a choice of the laws of the Cayman Islands.

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Assignment and Assumption Agreement (Novation) (NJ)

This assignment and assumption agreement template includes a novation agreement and may be used to transfer an agreement, governed by New Jersey law, from one party to another. This template includes practical guidance, drafting notes, and alternate and optional clauses. This template addresses an assignor's transfer of rights and delegation of duties under a contract. Prior to using this template, counsel should confirm the transferability of the applicable agreement, as not all contracts are assignable. Sometimes anti-assignment clauses, legal concerns, and/or public policy issues, among other things, prevent assignment. A novation, which is the substitution of a new obligation for an existing one, extinguishes an assignor's liability under an assigned agreement once it is executed by the assignor, the assignee, and the non-assigning party. Upon execution, the assignee is deemed substituted for the assignor. Without a novation, the assignor remains secondarily liable to the ...