Novation Contract

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This Novation Contract is for use when transferring the rights, obligations and benefits of one party under a contract to another person or organisation. The consent of all three parties (substitute, retiring and contracting) is required in order for the novation to take effect. A novation should not be confused with an assignment of contract; in a novation, the third party effectively replaces the original party as a party to the contract. A written Novation Agreement will prove valuable in the event of disagreements, misunderstandings or litigation.

Among others, this Novation Contract includes the following provisions:
  • Parties to the Agreement: This provision contains the identity and names of the parties entering into the novation agreement;
  • Novation: This provision specifically sets out the parties to be substituted and the parties to be retired;
  • Indemnity: This provision indemnifies the substituting party from any act or omission by the retiring party prior to the novation date;
  • Representations and Warranties: This provision sets out the specific representation and warranties of the parties.

Protect Yourself, your Rights and your Property by using our professionally prepared up-to-date forms.

This lawyer-prepared packet contains:
  1. General Information
  2. Novation Contract
Law Compliance: This form complies with the state and territory laws of Australia
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
NOVATION OF A CONTRACT

 

 

 
THIS CONTRACT is made the _________ day of _________ 20_____ the ("Novation Date”).
BETWEEN: ___________________[ Name of Retiring party] , [ACN and ABN, if applicable] of ____________________ [address] (the Retiring party)
AND: ___________________[ Name of Substitute party] , [ACN and ABN, if applicable] of ____________________ [address]  (the Substitute party)
AND: ___________________[ Name of Continuing party] , [ACN and ABN, if applicable] of ____________________ [address]  (the Continuing party)
 
BACKGROUND:
 
A.    The Retiring party and the Continuing party were parties to a contract, the subject matter of which is __________________________ (the "Old Contract"), a copy of which contract is attached hereto.
 
B.    With effect from and including the Novation Date, the Retiring Party wishes to transfer by novation to the Substitute Party, and the Substitute Party wishes to accept the transfer by novation of, all the rights, liabilities, duties and obligations of the Retiring Party under the Old Contract, with the effect that the Remaining Party and the Substitute Party enter into a New Contractual relationship (the "New Contract ") between them having terms identical to those of the Old Contract.
 
C.    The Continuing party and the Substitute party have entered into the New Contract, the subject matter of which is __________________________ dated as of    ______ [date]
 
D.    The Remaining Party wishes to accept the Substitute Party as its sole counterparty with respect to the New Contract.
 
E.    The Retiring Party and the Remaining Party wish to have released and discharged, as a result and to the extent of the transfer described above, their respective obligations under and in respect of the Old Contract.
 
Now the Parties agree as follows:
 
1. Novation
With effect on and from the Novation date:
(1)     the Substitute party is substituted for the Retiring party under the Old Contract as if it had originally been a party to the contract instead of the Retiring party, and all references in the New Contract to the Retiring party in any capacity must be read and construed as if they were references to the Substitute party; and
(2)     the Substitute party is bound by and must comply with the provisions of the contract binding upon the Retiring party and the Substitute party enjoys all the rights and benefits of the Retiring party under the New Contract.
2. Indemnity
    (1)     The Retiring party agrees with the Substitute party to indemnify and keep indemnified the Substitute party from and against any liability incurred by the Substitute party as a result of any action, demand, claim or proceeding against the Substitute party by the Continuing party under or in respect of the Old Contract relating to any act or omission of the Retiring party prior to the Novation date.
(2)     The Substitute party agrees with the Retiring party to indemnify and keep indemnified the Retiring party from and against any liability incurred by the Retiring party as a result of any action, demand, claim or proceeding against the Retiring party by the Continuing party under or in respect of the contract relating to any act or omission of the Substitute party on or after the Novation date.
3. Release and Undertakings
3.1. With effect on and from the Novation date, the Continuing party releases the Retiring party from all its obligations under the Old Contract and all actions, claims or proceedings that it may have against the Retiring party under or in respect of the Old Contract relating to any act or omission of the Retiring party on or after the Novation date.
3.2. In respect of each New Contract, the Remaining Party and the Substitute Party each undertake liabilities and obligations towards the other and acquire rights against each other identical in their terms to the Old Contract.
4.  Representations and warranties
4.1.     Representations and warranties
Each of the Retiring party and the Substitute party represents and warrants to the Continuing party and to each other that:
(a)    it is a corporation validly existing under the laws of________________________[ specify State or Territory of incorporation]
(b)    it has the corporate power to enter into and perform its obligations under this agreement and has taken all necessary corporate action to authorise the execution, delivery and performance of this agreement;
(c)    this agreement is its valid and binding obligation enforceable against it in accordance with its terms; and
(d)    it has made no prior transfer (whether by way of security or otherwise) of [the Old Contract] any interest or obligation in or under the Old Contract.
 
4.2. The Retiring party makes no representation or warranty and does not assume any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any the New Contract or any documents relating thereto and assumes no responsibility for the condition, financial or otherwise, of the Continuing  Party, the Substitute Party or any other person or for the performance and observance by the Continuing Party, the Substitute Party or any other person of any of its obligations under any New Contract.
 
5. Expenses
The Substitute party must reimburse the Continuing party for its costs and expenses of and relating to the preparation, execution and completion of, or the enforcement of, or preservation of any rights under, this Novation contract, including legal costs and expenses on a full indemnity basis.
 
6. Stamp duty
The Substitute party must pay all stamp, transaction, registration, financial institutions, bank account debit and other duties and taxes (including fines and penalties) which may be payable or determined to be payable in relation to the execution, delivery, performance or enforcement of this Novation contract or any payment or receipt or other transaction contemplated by this Novation contract.
 
 
7. Governing law and jurisdiction
This Novation contract shall be governed by and construed in accordance with the laws of _____________[Mention State or Territory] and each of the parties submits to the non-exclusive jurisdiction of its courts.
8. Counterparts
This Novation contract may be executed in any number of counterparts. All of such counterparts taken together constitute the one instrument.
IN WITNESS WHEREOF the parties have executed this Novation Contract the day and year first above written.
 
            ….
 (Name of Remaining Party)            (Name of Retiring Contract)
 
 
 
By:  …..                By: …..
        Name:                                                Name:
        Title:                                                    Title:
        Date:                                                    Date:
 
 
 
 
…..
(Name of Substitute Contract)
 
 
 
By:  
       Name:            
       Title:                
       Date:                
 
 
(Attach copy of contract being novated.)
 
Number of Pages4
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32580
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
NOVATION OF A CONTRACT

 

 

 
THIS CONTRACT is made the _________ day of _________ 20_____ the ("Novation Date”).
BETWEEN: ___________________[ Name of Retiring party] , [ACN and ABN, if applicable] of ____________________ [address] (the Retiring party)
AND: ___________________[ Name of Substitute party] , [ACN and ABN, if applicable] of ____________________ [address]  (the Substitute party)
AND: ___________________[ Name of Continuing party] , [ACN and ABN, if applicable] of ____________________ [address]  (the Continuing party)
 
BACKGROUND:
 
A.    The Retiring party and the Continuing party were parties to a contract, the subject matter of which is __________________________ (the "Old Contract"), a copy of which contract is attached hereto.
 
B.    With effect from and including the Novation Date, the Retiring Party wishes to transfer by novation to the Substitute Party, and the Substitute Party wishes to accept the transfer by novation of, all the rights, liabilities, duties and obligations of the Retiring Party under the Old Contract, with the effect that the Remaining Party and the Substitute Party enter into a New Contractual relationship (the "New Contract ") between them having terms identical to those of the Old Contract.
 
C.    The Continuing party and the Substitute party have entered into the New Contract, the subject matter of which is __________________________ dated as of    ______ [date]
 
D.    The Remaining Party wishes to accept the Substitute Party as its sole counterparty with respect to the New Contract.
 
E.    The Retiring Party and the Remaining Party wish to have released and discharged, as a result and to the extent of the transfer described above, their respective obligations under and in respect of the Old Contract.
 
Now the Parties agree as follows:
 
1. Novation
With effect on and from the Novation date:
(1)     the Substitute party is substituted for the Retiring party under the Old Contract as if it had originally been a party to the contract instead of the Retiring party, and all references in the New Contract to the Retiring party in any capacity must be read and construed as if they were references to the Substitute party; and
(2)     the Substitute party is bound by and must comply with the provisions of the contract binding upon the Retiring party and the Substitute party enjoys all the rights and benefits of the Retiring party under the New Contract.
2. Indemnity
    (1)     The Retiring party agrees with the Substitute party to indemnify and keep indemnified the Substitute party from and against any liability incurred by the Substitute party as a result of any action, demand, claim or proceeding against the Substitute party by the Continuing party under or in respect of the Old Contract relating to any act or omission of the Retiring party prior to the Novation date.
(2)     The Substitute party agrees with the Retiring party to indemnify and keep indemnified the Retiring party from and against any liability incurred by the Retiring party as a result of any action, demand, claim or proceeding against the Retiring party by the Continuing party under or in respect of the contract relating to any act or omission of the Substitute party on or after the Novation date.
3. Release and Undertakings
3.1. With effect on and from the Novation date, the Continuing party releases the Retiring party from all its obligations under the Old Contract and all actions, claims or proceedings that it may have against the Retiring party under or in respect of the Old Contract relating to any act or omission of the Retiring party on or after the Novation date.
3.2. In respect of each New Contract, the Remaining Party and the Substitute Party each undertake liabilities and obligations towards the other and acquire rights against each other identical in their terms to the Old Contract.
4.  Representations and warranties
4.1.     Representations and warranties
Each of the Retiring party and the Substitute party represents and warrants to the Continuing party and to each other that:
(a)    it is a corporation validly existing under the laws of________________________[ specify State or Territory of incorporation]
(b)    it has the corporate power to enter into and perform its obligations under this agreement and has taken all necessary corporate action to authorise the execution, delivery and performance of this agreement;
(c)    this agreement is its valid and binding obligation enforceable against it in accordance with its terms; and
(d)    it has made no prior transfer (whether by way of security or otherwise) of [the Old Contract] any interest or obligation in or under the Old Contract.
 
4.2. The Retiring party makes no representation or warranty and does not assume any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any the New Contract or any documents relating thereto and assumes no responsibility for the condition, financial or otherwise, of the Continuing  Party, the Substitute Party or any other person or for the performance and observance by the Continuing Party, the Substitute Party or any other person of any of its obligations under any New Contract.
 
5. Expenses
The Substitute party must reimburse the Continuing party for its costs and expenses of and relating to the preparation, execution and completion of, or the enforcement of, or preservation of any rights under, this Novation contract, including legal costs and expenses on a full indemnity basis.
 
6. Stamp duty
The Substitute party must pay all stamp, transaction, registration, financial institutions, bank account debit and other duties and taxes (including fines and penalties) which may be payable or determined to be payable in relation to the execution, delivery, performance or enforcement of this Novation contract or any payment or receipt or other transaction contemplated by this Novation contract.
 
 
7. Governing law and jurisdiction
This Novation contract shall be governed by and construed in accordance with the laws of _____________[Mention State or Territory] and each of the parties submits to the non-exclusive jurisdiction of its courts.
8. Counterparts
This Novation contract may be executed in any number of counterparts. All of such counterparts taken together constitute the one instrument.
IN WITNESS WHEREOF the parties have executed this Novation Contract the day and year first above written.
 
            ….
 (Name of Remaining Party)            (Name of Retiring Contract)
 
 
 
By:  …..                By: …..
        Name:                                                Name:
        Title:                                                    Title:
        Date:                                                    Date:
 
 
 
 
…..
(Name of Substitute Contract)
 
 
 
By:  
       Name:            
       Title:                
       Date:                
 
 
(Attach copy of contract being novated.)
 
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