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Free editable template

Novation Agreement

Replace one contracting party with another while allocating past and future obligations.

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Before you fill it in

  • Replace every bracketed field, keep the options you agree on and remove the rest.
  • Obtain all three signatures and allocate liabilities arising before the transfer date explicitly.

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NOVATION AGREEMENT

Effective date: [DATE]. Complete the bracketed fields and remove unused options before signing.

Outgoing Party: [FULL LEGAL NAME], [ADDRESS], [NOTICE EMAIL].

Continuing Party: [FULL LEGAL NAME], [ADDRESS], [NOTICE EMAIL].

Incoming Party: [FULL LEGAL NAME], [ADDRESS], [NOTICE EMAIL].

1. ORIGINAL CONTRACT

Contract title, date, parties and amendments: [DETAILS]. Effective substitution date: [DATE]. Required consents and conditions: [LIST]. The substitution occurs only when those conditions are met.

2. SUBSTITUTION

From the effective date, the incoming party takes the outgoing party's place under the identified contract for future performance. The continuing party consents and will perform to the incoming party. The outgoing party is released from those future obligations, except [EXPRESS EXCEPTIONS OR NONE].

3. PAST OBLIGATIONS AND CLAIMS

Pre-effective-date payments, breaches, claims and liabilities remain with [SPECIFIED PARTY / ALLOCATION]. Any expressly released past claim: [IDENTIFY OR NONE]. The incoming party assumes past liabilities only as specifically listed here: [DETAILS OR NONE]. There is no automatic release of all past claims.

4. HANDOVER AND SECURITY

Transfer of records, paid amounts, deposits, work and access: [LIST AND DEADLINES]. Guarantees, insurance, licenses or security needing separate consent or replacement: [DETAILS]. No third party is bound without required consent.

5. CONTINUITY

Except for these stated changes, the original contract continues, including its governing-law and dispute provisions. Priority applies only to the substituted-party and allocation terms here. Each party confirms authority and discloses known outstanding disputes: [DETAILS OR NONE].

SIGNATURES

Outgoing Party: [NAME]

Signature: ____________________ Date: ____________________

Signing capacity, if applicable: [TITLE / CAPACITY]

Continuing Party: [NAME]

Signature: ____________________ Date: ____________________

Signing capacity, if applicable: [TITLE / CAPACITY]

Incoming Party: [NAME]

Signature: ____________________ Date: ____________________

Signing capacity, if applicable: [TITLE / CAPACITY]

A general starting draft prepared for AnyContract.ai. Adapt it to the transaction and complete any required form, consent or signing steps before relying on it.

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