A Novation Agreement is an agreement among certain parties whereby one party
transfers all of their right and interest in and to a transaction(s) to another party. The
party who receives the transferor’s right and interest to the transaction(s) assumes all of
the liabilities and responsibilities as if that party was an original signatory to the
transaction(s). This document may be customized to suit the user's individual needs.
Use this agreement if one wants to transfer all of their rights and interests in a
transaction, or if one wants to receive another’s interests in and to a transaction.
THIS NOVATION AGREEMENT (the “Agreement”) made this ____ day of _______,
2___ (the “Effective Date”), between _______________, whose address is
_________________________ (the “Transferor”) and ________________, whose address is
_________________________ (the “Transferee”) and ______________, whose address is
_________________________ (the “Company”) [Instructions: If the original party is not a
company, then insert the name or names of the “other” parties to the original agreement],
hereinafter collectively referred to as the “Parties”.
WHEREAS the Company has entered into certain agreement (the “Original Contract”)
with the Transferor attached herein as Exhibit A.
AND WHEREAS as of the ____ day of _______, 2_____, the Transferor has transferred
and assigned to the Transferee all of its obligations and responsibilities under the Original
Contract, and is requesting approval by the Company of the transfer. A copy of the transfer
agreement is attached herein as Exhibit B.
AND WHEREAS by way of the above-referenced transfer, the Transferee has agreed to
assume all obligations and liabilities of the Transferor under the Original Contract.
AND WHEREAS the Transferee is in a legal position to fully perform all of its
obligations and responsibilities as they exist under the Original Contract.
NOW THEREFORE the parties hereto hereby agree as follows:
1. The Transferor hereby waives any and all claims it has or may have against the Company
in respect of the Original Contract.
2. The Transferee hereby acknowledges and agrees that it shall perform all of the terms and
conditions contained in the Original Contract and any amendments thereto, and agrees to be
bound to the terms and conditions of the Original Contract.
3. The Transferee hereby acknowledges and agrees that it shall assume all of the
Transferor’s rights and obligations contained in the Original Contract and hereby further agrees
that it shall assume any and all liabilities contained in, or arising out of the Original Contract
against the Transferor as if the Transferor was an original party to the Original Contract.
4. The Transferee hereby agrees that it approves and confirms all past actions taken by the
Transferor in respect of the Original Contract with the same force and effect as if such action had
been taken by the Transferee.
5. The Company hereby acknowledges that the Original Contract and the obligations and
responsibilities thereunder have been assigned and transferred to the Transferee by the
Transferor, and that the Transferee is the successor to the Transferor in interest to the Original
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Contract and that the Transferee has all of the right, title and interest of the Transferor in and to
the Original Contract.
6. The Parties hereto hereby acknowledge and agree that no terms, provision or condition of
this Agreement shall be construed by any party as a waiver of any rights of the Company against
7. The Parties hereby acknowledge and agree that any and all payments previously made by
the Company to th