# Novation Agreement
**This Novation Agreement (the "Agreement") is made and entered into as of [Insert Date], by and between:**
**Party A:**
[Full Name]
[Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**Party B:**
[Full Name]
[Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**Party C:**
[Full Name]
[Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
## Recitals
WHEREAS, Party A entered into an agreement (the "Original Agreement") with Party B, dated [Insert Date of Original Agreement].
WHEREAS, Party A wishes to transfer its rights and obligations under the Original Agreement to Party C, and Party B agrees to this transfer.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
## 1. Novation
1.1 **Transfer of Rights and Obligations**
Party A hereby transfers, assigns, and novates all of its rights and obligations under the Original Agreement to Party C, and Party C hereby accepts such transfer and assumes all such rights and obligations.
1.2 **Release of Party A**
Party B acknowledges and agrees that Party A shall be released from any further obligations and liabilities under the Original Agreement as of the date of this Agreement.
## 2. Consent of Party B
Party B hereby consents to the novation of the Original Agreement from Party A to Party C and agrees to perform all obligations and duties under the Original Agreement as if Party C were the original party.
## 3. Representations and Warranties
3.1 **Party A**
Party A represents and warrants that:
(a) it has the full right, power, and authority to transfer its rights and obligations under the Original Agreement;
(b) the execution and delivery of this Agreement have been duly authorized.
3.2 **Party B**
Party B represents and warrants that:
(a) it has the full right, power, and authority to enter into this Agreement;
(b) the execution and delivery of this Agreement have been duly authorized.
3.3 **Party C**
Party C represents and warrants that:
(a) it has the full right, power, and authority to assume the rights and obligations under the Original Agreement;
(b) the execution and delivery of this Agreement have been duly authorized.
## 4. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State].
## 5. Miscellaneous
5.1 **Entire Agreement**
This Agreement constitutes the entire agreement among the parties and supersedes any prior understandings or agreements, whether oral or written.
5.2 **Amendments**
No amendment or modification of this Agreement shall be binding unless in writing and signed by all parties.
5.3 **Severability**
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
5.4 **Counterparts**
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
**IN WITNESS WHEREOF, the parties have executed this Novation Agreement as of the date first above written.**
---
**Party A:**
_____________________________________
[Full Name]
[Title, if applicable]
Date: ___________
**Party B:**
_____________________________________
[Full Name]
[Title, if applicable]
Date: ___________
**Party C:**
_____________________________________
[Full Name]
[Title, if applicable]
Date: ___________
---
*Please ensure to fill in the placeholders with the relevant information before execution.*