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									Information Systems
Novation Assignment Agreement
Form DM-372 (Rev. 09/25/09)



Please insert or select the Correct Legal Entity: Northrop Grumman Space & Mission Systems Corp.
                                                  Northrop Grumman Information Technology Inc.
                                                  TASC Inc.
                                                  3001 Inc.


This Agreement is made and entered into as of this             day of       , (Year) by and between "INSERT
CORRECT LEGAL ENTITY" herein referred to as "INSERT CORRECT LEGAL ENTITY" and (Name of
New Company) (Transferee) and (Name of Old Company) (Transferor), all or each of which may also
hereinafter be referred to individually as the “Party” or collectively as “Parties” respectively.

A. The Parties agree to the following facts:

     1. "INSERT CORRECT LEGAL ENTITY" and (Name of Old Company) (Transferor) have
        previously entered into the following Purchase Orders/Subcontracts:

          (List of affected Purchase Orders/Subcontracts or identify as "As listed on "Exhibit A"
          which is attached hereto and made a part hereof.")

          The terms “Purchase Orders/Subcontracts,” as used in this Agreement, means the above
          Purchase Orders/Subcontracts and all other Contacts and Purchase Orders, including all
          modifications, made between "INSERT CORRECT LEGAL ENTITY" and the Transferor
          before the effective date of this agreement (whether or not performance and payment have
          been completed if "INSERT CORRECT LEGAL ENTITY" or the Transferor has any
          remaining rights, duties or obligations under these Purchase Orders/Subcontracts).
          Included in the term “Purchase Orders/Subcontracts” are also all modifications made
          under the terms and conditions of these Purchase Orders/Subcontracts between "INSERT
          CORRECT LEGAL ENTITY" 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       (Insert type of 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
        Purchase Orders/Subcontracts by virtue of the above transfer.

     5. The Transferee is in a position to fully perform all obligations that may exist under the
        Purchase Orders/Subcontracts.

     6. This Transferor does hereby transfer, assign, and set over to the Transferee the
        Transferor’s entire right, title, and interest in and to the Agreement.

     7. Evidence of the above transfer satisfactory to            has been provided to          .
Information Systems
Novation Assignment Agreement
Form DM-372 (Rev. 09/25/09)




  B. Now therefore, "INSERT CORRECT LEGAL ENTITY", Transferor and Transferee mutually
     agree that:

  1.      The Transferor confirms the transfer to the Transferee, and waives any claims and rights
          against "INSERT CORRECT LEGAL ENTITY" that it now has or may have in the future in
          connection with the Purchase Order/Subcontracts.

  2.      The Transferee agrees to be bound by and to perform each Purchase Order/Subcontract in
          accordance with the conditions contained in the respective Purchase Orders/Subcontracts.
          The Transferee also assumes all obligations and liabilities of and all claims against
          Transferor under the Purchase Orders/Subcontracts as if Transferee was the original party
          to the Purchase Orders/Subcontracts.

  3.      Transferee ratifies all previous actions taken by Transferor with respect to the subject
          Purchase Orders/Subcontracts, with the same force and affect as if the action(s) had been
          taken by Transferee.

  4.      "INSERT CORRECT LEGAL ENTITY" recognizes          Transferee as Transferor’s successor in
          interest in and to the subject Purchase Orders/Subcontracts. Transferee, by execution of
          this Agreement becomes entitled to all rights, title and interest of Transferor in and to the
          Purchase Orders/Subcontracts as if Transferee was the original party to the subject
          Purchase Order/Subcontracts. Upon the execution of this Agreement by all Parties hereto
          the terms “Seller”, “Supplier”, “Subcontractor” and/or “Contractor” as used in the subject
          Purchase Orders/Subcontracts, shall refer to the Transferee.

  5.      All payments and reimbursements previously made by "INSERT CORRECT LEGAL
          ENTITY" to Transferor, and all previous actions taken by "INSERT CORRECT LEGAL
          ENTITY" under the subject Purchase Orders/Subcontracts, shall be considered to have
          discharged those parts of "INSERT CORRECT LEGAL ENTITY" obligations under the
          subject Purchase Orders/Subcontracts. All payments and reimbursements made by
          "INSERT CORRECT LEGAL ENTITY", after the execution of this agreement in the name of
          or to Transferee shall have the same force and effect as if made to Transferor and shall
          constitute a complete discharge of "INSERT CORRECT LEGAL ENTITY" obligations under
          the subject Purchase Orders/Subcontracts, to the extent of the amounts paid or
          reimbursed.

  6.      No rights or obligations other than those expressly recited herein are to be implied from
          this Agreement including any requirement that "INSERT CORRECT LEGAL ENTITY"
          contract with either Transferor or Transferee for any future procurement of any products,
          services or data.

  7.      The Transferor and the Transferee agree that "INSERT CORRECT LEGAL ENTITY" 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 "INSERT CORRECT
          LEGAL ENTITY" in the absence of this transfer or Agreement would have been obligated
Information Systems
Novation Assignment Agreement
Form DM-372 (Rev. 09/25/09)


          to pay or reimburse under the terms of the Purchase Orders/Subcontracts.
Information Systems
Novation Assignment Agreement
Form DM-372 (Rev. 09/25/09)


  8.      Except as expressly provided in the Agreement nothing herein shall be construed as a
          waiver of any rights of "INSERT CORRECT LEGAL ENTITY" against the Transferor. The
          Purchase Orders/Subcontracts shall remain in full force and effect, except as modified by
          this Agreement.

  9.      Transferee may not assign its rights or obligations under this Agreement to any other
          legal entity, including successor in interest, without the prior written consent of "INSERT
          CORRECT LEGAL ENTITY".

  10. This Agreement is deemed to be made under and shall be construed in all respects in
      accordance with the Law of the State of Virginia, United States of America excluding its
      choice of Law Rules.

  11. Transferor guarantees payment of all liabilities and the performance of all obligations that
      transferee (i) assumes under this Agreement or (ii) may undertake in the future should the
      Purchase Orders/Subcontracts be modified under their terms and conditions. Transferor
      waives notice of and consents to, any such modifications.

  12. This Agreement supersedes all prior understandings or communications between the
      Parties on the subject matter of this Agreement and shall apply in lieu thereof.

  13. The Agreements 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.
 Information Systems
 Novation Assignment Agreement
 Form DM-372 (Rev. 09/25/09)


       EXECUTED for the parties as of the date first written by their respective representatives
       who are duly authorized to execute this AGREEMENT.



(Corporation Name)
                                                     "INSERT CORRECT LEGAL ENTITY"
                      Transferee
                      (Signature)                                        (Signature)


                  (Name - Typed)                                       (Name - Typed)


                   (Title - Typed)                                      (Title - Typed)


(Corporation Name)

                      Transferor

                      (Signature)


                  (Name - Typed)


                   (Title - Typed)

								
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