Novation Agreement Template: Terms, Consent and Release

Typical length: 4-6 pages
AI Assisted
Export: PDF & DOCX
Multi-jurisdiction ready

Get your custom agreement in minutes Create Agreement

4.8 Rating Downloaded 5543 times

Google For Startups NVIDIA Inception Program

Novation Agreement Template

This Novation Agreement (“Agreement”) is entered into on [Date], by and between:

Original Party A (Continuing Party): [Full Legal Name / Company Name]

Address: [Address]

Contact: [Phone, Email]

Original Party B (Outgoing Party): [Full Legal Name / Company Name]

Address: [Address]

Contact: [Phone, Email]

New Party (Incoming Party): [Full Legal Name / Company Name]

Address: [Address]

Contact: [Phone, Email]

Together referred to as the “Parties.”

1. Background

The Parties entered into a contract dated [Original Contract Date] (“Original Agreement”). The Parties now wish to substitute the New Party in place of the Outgoing Party, with the consent of all Parties.

2. Novation and Release

The Outgoing Party is released from all obligations, liabilities, and claims under the Original Agreement as of the Effective Date.
The New Party assumes all rights, obligations, and liabilities of the Outgoing Party under the Original Agreement.
The Continuing Party consents to the substitution of the New Party in place of the Outgoing Party.

The Outgoing Party is released from all obligations, liabilities, and claims under the Original Agreement as of the Effective Date.

The New Party assumes all rights, obligations, and liabilities of the Outgoing Party under the Original Agreement.

The Continuing Party consents to the substitution of the New Party in place of the Outgoing Party.

3. Effective Date

This Agreement shall take effect on [Effective Date].

4. Representations and Warranties

Each Party represents and warrants that:

They have the authority to enter into this Agreement.
Consent is given voluntarily and without coercion.
No other agreements conflict with this novation.

They have the authority to enter into this Agreement.

Consent is given voluntarily and without coercion.

No other agreements conflict with this novation.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

6. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the novation of the Original Agreement and supersedes all prior negotiations or representations.

Signatures

Original Party A (Continuing Party): __________________ Date: ________

Name/Title: [Full Name, Title]

Original Party B (Outgoing Party): __________________ Date: ________

Name/Title: [Full Name, Title]

New Party (Incoming Party): ________________________ Date: ________

Name/Title: [Full Name, Title]

Download Free Template

Get your complete
agreement in minutes

Select a template

Each template already follows legal structure and best practices.

Provide details

The agreement is automatically filled and adapted to your inputs.

Review & download

Check the generated document, make edits if needed, and download a ready-to-use agreement.

Details

Learn more about

Novation Agreement Template: Terms, Consent and Release

Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.

Learn more

Frequently asked

Novation Agreement Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is a Novation Agreement?

A Novation Agreement is a legal contract that substitutes one party in an existing contract with a new party, transferring both rights and obligations. Unlike assignment, novation requires the consent of all original parties because it completely replaces one party.

Why is a Novation Agreement important?

It ensures a smooth transition of responsibilities and liabilities, prevents disputes, and maintains the enforceability of the original contract under new party arrangements. It is often used in mergers, acquisitions, financing, or restructuring.

When should you use a Novation Agreement?

Use it when you need to replace a party in an existing agreement — for example, when a supplier sells its business, when contracts are transferred during a merger, or when debt obligations are moved to another entity.

What should a Novation Agreement include?

It should clearly identify the original contract, the outgoing party, the incoming party, the continuing party, the effective date of novation, and mutual consent to the transfer of obligations.

How does novation differ from assignment?

An assignment transfers only benefits (rights) under a contract, while novation transfers both benefits and obligations, effectively creating a new contract with the new party fully stepping into the old party’s role.