Legal Contracts Software Generator - Legal Contract Agreement Template for Novation

# 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.*