Contract Novation Agreement Template

This Contract Novation Agreement (the “Novation Agreement”) is entered into as of [Effective Date] by and among:

Continuing Party: [Full Legal Name], with an address at [Address] (“Continuing Party”).
Outgoing Party: [Full Legal Name], with an address at [Address] (“Outgoing Party”).
Incoming Party: [Full Legal Name], with an address at [Address] (“Incoming Party”).

The parties above may be referred to individually as a “Party” and collectively as the “Parties.”

1. Background

1.1 Original Agreement. The Parties entered into [Name of Original Contract] dated [Original Effective Date] (the “Original Agreement”).
1.2 Purpose. The Parties desire to novate the Original Agreement by replacing the Outgoing Party with the Incoming Party under the terms of this Novation Agreement.

2. Novation and Effective Date

2.1 Novation. Effective as of [Novation Effective Date] (the “Novation Date”), the Incoming Party is substituted for the Outgoing Party in the Original Agreement.
2.2 Continuation. Except as modified by this Novation Agreement, the Original Agreement remains in full force and effect.
2.3 Transferred Rights and Obligations. From the Novation Date, the Incoming Party assumes all rights, duties, and obligations of the Outgoing Party under the Original Agreement.

3. Assumption and Consent

3.1 Assumption. Incoming Party agrees to perform and be bound by the Original Agreement as if it were the original contracting party.
3.2 Consent. Continuing Party consents to the novation and accepts Incoming Party as the replacement party.
3.3 Release Option.
☐ Release Outgoing Party from future obligations after the Novation Date (recommended)
☐ Do not release Outgoing Party (Outgoing Party remains liable as stated in Section 4)

4. Liabilities Before and After Novation

4.1 Pre-Novation Liabilities. Outgoing Party remains responsible for obligations, breaches, and liabilities accrued before the Novation Date, unless stated otherwise: [Alternate terms].
4.2 Post-Novation Liabilities. Incoming Party is responsible for obligations and liabilities arising on or after the Novation Date.
4.3 Payments and Invoices.

• Payments due for periods before the Novation Date: owed to/from [Outgoing Party].

• Payments due for periods on/after the Novation Date: owed to/from [Incoming Party].
  4.4 Open Items. Any open invoices, credits, or disputes as of the Novation Date: [List].

5. Notices and Contact Updates

5.1 Updated Notice Details. As of the Novation Date, notices under the Original Agreement must be sent to:

• Continuing Party: [Name/Address/Email]

• Incoming Party: [Name/Address/Email]
  5.2 No Other Changes. Except for the party substitution and notice updates, all other notice terms remain unchanged.

6. Representations

6.1 Authority. Each Party represents it has authority to enter into this Novation Agreement.
6.2 No Conflict. Each Party represents this Novation Agreement does not violate other agreements binding it.
6.3 Original Agreement Validity. The Parties confirm the Original Agreement remains valid and enforceable as of the Novation Date, except as disclosed: [Disclosures, if any].

7. Miscellaneous

7.1 Governing Law. This Novation Agreement is governed by the laws of [State/Country].
7.2 Entire Agreement. This Novation Agreement, together with the Original Agreement, is the entire understanding regarding the novation.
7.3 Counterparts. This Novation Agreement may be signed in counterparts.
7.4 Electronic Signatures. Electronic signatures are effective.
7.5 Severability. If any provision is unenforceable, the remainder remains effective.

Signatures

By signing below, the Parties agree to this Contract Novation Agreement as of the Effective Date.

Continuing Party: [Full Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Outgoing Party: [Full Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Incoming Party: [Full Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________