Novation Agreement Example

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Novation Agreement Example

While your novation agreement will be unique to your situation, the following is an example of what one may look like, including typical contractual language.

Agreement is entered into as of (INSERT DATE) by (INSERT COMPANY NAME “A”), a partnership, organized and operating under the laws of the State of (INSERT STATE NAME), with a principal office in (INSERT LOCATION) (hereinafter known as the "Transferor"; INSERT COMPANY NAME "B"), a corporation organized and operating under the laws of the State of (INSERT STATE NAME), with a principal office in (INSERT LOCATION) (hereinafter known as the "Transferee"); and the UNITED STATES (hereinafter called the "Government").

THE PARTIES AGREE TO THE FOLLOWING:

1. The Government, which is represented by various contracting officers, enters into certain agreements and purchase orders with the Transferor, as set forth in the attached document marked “Exhibit A” to this contract. The term “Contracts” as used here refers to the above contracts and purchase orders outlined in Exhibit A, as well as all other agreements and purchase orders (whether or not payment and performance are complete and releases executed). The term “Contracts” includes all modifications taken under the terms and conditions of these agreements and purchase orders, on or after this agreement's effective date.

2. As of (DATE), the Transferor is transferring the entire portion of its assets to the Transferee. The assets involved in said contract performance, dated (INSERT DATE), between the Transferee and the Transferor.

3. By virtue of the transfer, the Transferee has acquired the entire portion of the assets involved in said contract performance.

4. By virtue of the transfer, the Transferee assumes all liabilities and obligations of the Transferor.

5. The Transferee is fully able to perform all obligations existing under the Contracts.

6. The interest of the Government is to recognize the Transferee as the Contracts' successor party.

7. The Government has filed evidence of the transfer.

Contracts often contain a lot of legalese that isn't always easy to understand. It's very important to understand what you're signing before you agree to a contract's terms. If you need help understanding the various terms and provisions, consult with a legal professional first. This is a good way to ensure you sign only after you know what you're agreeing to.