[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-novation-agreement-D12890":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"NOVATION AGREEMENT This Novation Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR FULL NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Third Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS the First Party and the Second Party have come into agreement to extinguish the original contract and supplement it with a new one. WHEREAS the Third Party takes up the rights and obligations of the First or Second Party, as defined in the new contract. WHEREAS the First and Second Party agree and consent to the Third Party assuming all liability and obligations in respect of the Contract from the Effective Date (as defined below). NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: NOVATION As of the Effective Date, the First or Second Party transfers to the Third Party all of its rights, benefits and obligations under the Contract, including: [LIST RIGHTS, BENEFITS AND OBLIGATIONS BEING TRANSFERRED TO THIRD PARTY] The Third Party agrees to perform and comply with the Contract and to be bound by its terms in every way as if the Third Party were the original Party to the Contract in place of the First or Second Party. The Third Party accepts their liability under the Contract in place of the liability of the First or Second Party. RELEASE OF OBLIGATIONS AND LIABILITIES From the Effective Date, the First Party and the Second Party release and discharge each other from all future obligations to the other under this Agreement, including: [LIST RIGHTS, BENEFITS AND OBLIGATIONS BEING RELEASED] Nothing in this Agreement shall affect or prejudice any claim or demand that the First Party may have against the Second Party or the Second Party against the First Party with respect to matters occurring prior to the Effective Date. PAYMENTS FALLING DUE The First Party shall pay the Second Party any sums under the Contract falling due for payment before the Effective Date, in accordance with the payment terms set out in the Contract. For the avoidance of doubt, the due date in respect of any payment referred to in clauses 3.1 shall be determined in accordance with the terms of the Contract",null,"Novation Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/novation-agreement-D12890.png","https://templates.business-in-a-box.com/imgs/250px/12890.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12890.xml",{"title":15,"description":6},"novation agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Novation Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12890.png","https://templates.business-in-a-box.com/imgs/600px/12890.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[35,39,43,47,51,55,59,63,67,71,75,79,83,99,115,128,142,156],{"label":36,"url":37,"thumb":38,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":40,"url":41,"thumb":42,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":44,"url":45,"thumb":46,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":48,"url":49,"thumb":50,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":52,"url":53,"thumb":54,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":56,"url":57,"thumb":58,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":60,"url":61,"thumb":62,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":64,"url":65,"thumb":66,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":68,"url":69,"thumb":70,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":72,"url":73,"thumb":74,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"label":76,"url":77,"thumb":78,"extension":10},"Compliance Agreement","/template/compliance-agreement-D13823","https://templates.business-in-a-box.com/imgs/250px/13823.png",{"label":80,"url":81,"thumb":82,"extension":10},"Confidentiality Agreement","/template/confidentiality-agreement-D950","https://templates.business-in-a-box.com/imgs/250px/950.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"ASSIGNMENT This assignment is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [ASSIGNEE NAME] (the \"Assignee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Agreed terms Definition and Interpretation The definitions and rules of interpretation in this clause apply in this agreement. Assigned Rights: any and all Intellectual Property Rights that have arisen or will arise in the name of the Assignor as a result of any work done for the Assignee and/or during the Engagement. Engagement: has the meaning given to it in the background of this agreement. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Assignment In consideration of the sum of $[SPECIFY], the Assignor hereby assigns to the Assignee absolutely with full title guarantee any and all his right, title and interest in and to the Assigned Rights, including: the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Intellectual Property Rights; any and all goodwill attaching to the Intellectual Property Rights; and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this agreement. To the extent that the Assignor owns or controls (presently or in the future) any Intellectual Property Rights that block or interfere with the rights assigned to the Assignee under this agreement (\"Related Rights\"), the Assignor hereby grants or will cause to be granted to the Assignee a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide licence (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable the Assignee to exercise all of the rights assigned to the Assignee under this agreement. Warranties The Assignor warrants that: he is the legal and beneficial owner of, and owns all the rights and interests in, the Assigned Rights; he has not licensed or assigned any of the Assigned Rights; the Assigned Rights are free from any security interest, option, mortgage, charge or lien;","Assignment Agreement","3","https://templates.business-in-a-box.com/imgs/1000px/assignment-agreement-D12542.png","https://templates.business-in-a-box.com/imgs/250px/12542.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12542.xml",{"title":91,"description":6},"assignment agreement",[93,95],{"label":18,"url":94},"business-legal-agreements",{"label":96,"url":97},"Transfer & Assignment Agreements","transfer-assignment-agreement","/template/assignment-agreement-D12542",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":113,"url":114},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[109,110],{"label":18,"url":94},{"label":111,"url":112},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":9,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":127},"CONTRACT ADDENDUM This Contract Addendum (the \"Agreement\") is effective [DATE], BETWEEN: [PARTY A FULL NAME], (\"Party A\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B FULL NAME], (\"Party B\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Party A and Party B shall be referred to as the \"Parties.\" WHEREAS, the Parties entered into the [CONTRACT NAME/TYPE] contract (the \"Contract\") dated [DATE] for the purpose of [PURPOSE]. WHEREAS, the Parties desire to amend the Contract on the terms and conditions set forth in this Contract Addendum (the \"Agreement\"). WHEREAS, this Agreement is the [NUMBER] amendment to the Contract NOW, THEREFORE, the Parties agree to amend their obligations in the existing Contract and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform and fulfill the promises, conditions and agreements below: AMENDMENTS The Contract is amended as follows: [ SPECIFY THE AMENDMENT] NO OTHER CHANGES ","Contract Addendum","2","https://templates.business-in-a-box.com/imgs/1000px/contract-addendum-D13172.png","https://templates.business-in-a-box.com/imgs/250px/13172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13172.xml",{"title":123,"description":6},"contract addendum",[125,126],{"label":18,"url":94},{"label":18,"url":94},"/template/contract-addendum-D13172",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":137,"keywords":140,"url":141},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[138,139],{"label":18,"url":94},{"label":111,"url":112},"asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":143,"descriptionCustom":6,"label":144,"pages":86,"size":9,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":149,"url":155},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":149,"description":6},"non disclosure agreement nda",[151,152],{"label":18,"url":94},{"label":153,"url":154},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":157,"descriptionCustom":6,"label":158,"pages":86,"size":9,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":167,"url":168},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":163,"description":6},"letter of intent_acquisition of business",[165,166],{"label":18,"url":94},{"label":18,"url":94},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":171,"reviewer":183,"legal_disclaimer":187,"quick_facts":188,"at_a_glance":190,"personas":194,"variants":219,"glossary":244,"clauses":278,"how_to_fill":324,"common_mistakes":365,"faqs":390,"industries":418,"comparisons":442,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":504,"classification":505},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175},"Novation Agreement Template (Free Word)","Free novation agreement template to substitute one party in an existing contract with a new party. Covers consent, release, and transfer of obligations. Free Word and PDF download.","novation agreement template",[15,176,177,178,179,180,181,182],"novation agreement template word","novation agreement free download","contract novation template","novation of contract","novation agreement pdf","business sale novation agreement","three party novation agreement",{"name":184,"credential":185,"reviewed_date":186},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":189,"legal_review_recommended":187,"signature_required":187,"notarization_required":169},"advanced",{"what_it_is":191,"when_you_need_it":192,"whats_inside":193},"A Novation Agreement is a three-party legal document that extinguishes an existing contract between two parties and replaces it with a new contract between the incoming party and the remaining original party — fully releasing the outgoing party from all rights and obligations. This free Word download is editable online and exportable as PDF, covering consent, release, transfer of obligations, and governing law in a single enforceable instrument.\n","Use it when selling a business and transferring contracts to the buyer, when refinancing and substituting a lender, when replacing a supplier or service provider mid-contract, or when a restructured corporate group needs to move contractual relationships between entities.\n","Identification of all three parties and the original contract, consent and release of the outgoing party, transfer of rights and obligations to the incoming party, representations and warranties, and governing law and execution blocks for all three signatories.\n",[195,199,203,207,211,215],{"title":196,"use_case":197,"icon_asset_id":198},"Business sellers and acquirers","Transferring customer and supplier contracts to the buyer at closing","persona-small-business-owner",{"title":200,"use_case":201,"icon_asset_id":202},"Corporate lawyers and M&A advisors","Managing contract transfers as part of an asset sale or restructure","persona-lawyer",{"title":204,"use_case":205,"icon_asset_id":206},"Finance and treasury teams","Substituting a lender or refinancing a facility requiring counterparty consent","persona-finance-manager",{"title":208,"use_case":209,"icon_asset_id":210},"Procurement and supplier managers","Replacing an outgoing supplier with a new one mid-contract without break","persona-operations-director",{"title":212,"use_case":213,"icon_asset_id":214},"Startup founders","Transferring founder service agreements to the company on incorporation","persona-startup-founder",{"title":216,"use_case":217,"icon_asset_id":218},"Real estate developers","Substituting a contractor or development entity on a construction contract","persona-contractor",[220,224,227,231,234,237,241],{"situation":221,"recommended_template":222,"slug":223},"Selling a business and transferring all contracts to the buyer","Novation Agreement (Business Sale)","novation-agreement-D12890",{"situation":225,"recommended_template":85,"slug":226},"Transferring only benefits of a contract, not obligations","assignment-agreement-D12542",{"situation":228,"recommended_template":229,"slug":230},"Adding a new party to an existing contract without releasing the original","Contract Amendment (Add Party)","amendment-to-sales-contract-D1224",{"situation":232,"recommended_template":233,"slug":223},"Replacing a lender in a loan facility with consent of borrower","Loan Transfer and Novation Agreement",{"situation":235,"recommended_template":236,"slug":223},"Substituting a subcontractor on a construction project","Subcontractor Novation Agreement",{"situation":238,"recommended_template":239,"slug":240},"Transferring a service agreement between related corporate entities","Intercompany Novation Agreement","inter-company-services-agreement-D886",{"situation":242,"recommended_template":243,"slug":223},"Modifying existing contract terms at the same time as novating","Novation and Amendment Agreement",[245,248,251,254,257,260,263,266,269,272,275],{"term":246,"definition":247},"Novation","The legal process of substituting one party to a contract with a new party, extinguishing the original party's rights and obligations entirely.",{"term":249,"definition":250},"Outgoing Party","The original contracting party who is released from all rights and obligations under the original contract upon novation.",{"term":252,"definition":253},"Incoming Party","The new party who steps into the outgoing party's position and assumes all rights and obligations under the novated contract.",{"term":255,"definition":256},"Remaining Party","The original contracting counterparty who stays in the contract and consents to the substitution of the outgoing party.",{"term":258,"definition":259},"Release","The formal discharge of the outgoing party from any liability or claim under the original contract, effective from the novation date.",{"term":261,"definition":262},"Assignment","The transfer of contractual benefits — but not obligations — to a third party; distinct from novation, which transfers both benefits and obligations.",{"term":264,"definition":265},"Consent","The agreement of the remaining party to accept the incoming party in place of the outgoing party — a required element for a valid novation.",{"term":267,"definition":268},"Novation Date","The specific calendar date on which the substitution takes effect and the outgoing party is formally released.",{"term":270,"definition":271},"Privity of Contract","The legal principle that only parties to a contract have rights or obligations under it — novation resolves privity issues when a party change is necessary.",{"term":273,"definition":274},"Representations and Warranties","Statements of fact made by each party at signing confirming their authority and capacity to enter the novation agreement.",{"term":276,"definition":277},"Consideration","Something of value exchanged between the parties to make the novation agreement legally binding — may be nominal (e.g., $1) or substantive.",[279,284,289,294,299,304,309,314,319],{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Recitals and identification of original contract","Names all three parties in their respective roles and identifies the original contract being novated by date, title, and parties.","WHEREAS, [OUTGOING PARTY] and [REMAINING PARTY] are parties to that certain [CONTRACT TITLE] dated [DATE] ('Original Contract'); and WHEREAS, [OUTGOING PARTY] wishes to transfer all its rights and obligations thereunder to [INCOMING PARTY];","Describing the original contract imprecisely — omitting the date or using a trade name instead of the contract's legal title — which creates ambiguity about which agreement is being novated.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Consent of remaining party","Records the remaining party's agreement to accept the incoming party as a substitute and release the outgoing party, which is the cornerstone of a valid novation.","[REMAINING PARTY] hereby consents to the substitution of [INCOMING PARTY] in place of [OUTGOING PARTY] under the Original Contract and agrees to accept [INCOMING PARTY] as its counterparty with effect from the Novation Date.","Obtaining consent after the novation date rather than before or simultaneously — courts may find the novation ineffective if the remaining party's consent was not contemporaneous.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Transfer of rights and obligations","Formally transfers all rights, benefits, duties, and liabilities of the outgoing party under the original contract to the incoming party.","With effect from the Novation Date, [INCOMING PARTY] assumes all rights, benefits, obligations, and liabilities of [OUTGOING PARTY] under the Original Contract as if [INCOMING PARTY] had been an original party thereto.","Using language that transfers rights but not obligations, inadvertently creating an assignment rather than a true novation — leaving the outgoing party exposed to residual liability.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Release of outgoing party","Discharges the outgoing party from all past, present, and future obligations and liabilities under the original contract from the novation date forward.","[REMAINING PARTY] hereby releases and discharges [OUTGOING PARTY] from all obligations, liabilities, and claims arising under the Original Contract on and after the Novation Date.","Limiting the release to future obligations only — without releasing accrued pre-novation liabilities (where intended), the outgoing party remains exposed to claims for prior breaches.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Accrued rights and liabilities (pre-novation)","Clarifies how rights and liabilities that arose before the novation date are allocated — either retained by the outgoing party or assumed by the incoming party, depending on the commercial agreement.","The parties agree that [OUTGOING PARTY / INCOMING PARTY] shall be responsible for all obligations and liabilities arising under the Original Contract prior to the Novation Date, including without limitation [SPECIFIC ACCRUED ITEM].","Omitting this clause entirely, leaving both parties uncertain about who bears liability for invoices, deliveries, or breaches that occurred before the novation date.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Representations and warranties","Each party confirms they have the legal authority and capacity to enter the novation agreement and that no consent other than those already obtained is required.","Each party represents and warrants that: (a) it has full power and authority to execute this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) no further consent, approval, or authorization is required.","Having a signatory execute on behalf of a corporate entity without confirming board authorization — if the signatory lacked authority, the novation may be voidable.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Continuation of original contract terms","Confirms that all terms of the original contract remain in full force and effect between the incoming party and the remaining party, except as modified by the novation.","Except as expressly modified by this Agreement, all terms, conditions, and provisions of the Original Contract shall continue in full force and effect and shall be binding on [INCOMING PARTY] and [REMAINING PARTY] from the Novation Date.","Failing to attach the original contract as a schedule — if there is a later dispute about what was novated, both parties need the complete original terms on record.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Governing law and jurisdiction","Specifies which jurisdiction's law governs the novation agreement and where disputes will be resolved.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of [JURISDICTION].","Choosing a governing law different from that of the original contract without a specific reason — inconsistent governing law between the novation and the underlying contract can create interpretive conflicts.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Novation date and execution","States the specific date the novation takes effect and provides signature blocks for all three parties — the novation is not effective without all three signatures.","This Agreement shall take effect on [NOVATION DATE] ('Novation Date'). Executed by the duly authorized representatives of each party as of the date first written above. [OUTGOING PARTY] ______ [INCOMING PARTY] ______ [REMAINING PARTY] ______","Obtaining only two of the three required signatures — a novation requires the consent of all three parties and is ineffective if any one signature is missing.",[325,330,335,340,345,350,355,360],{"step":326,"title":327,"description":328,"tip":329},1,"Identify and name all three parties correctly","Enter the full legal name and entity type (e.g., corporation, LLC, partnership, individual) of the outgoing party, incoming party, and remaining party. Confirm each name matches the relevant corporate registry or government ID.","For business sales, the remaining party is typically the customer or supplier whose contract is being transferred — confirm their legal name hasn't changed since the original contract was signed.",{"step":331,"title":332,"description":333,"tip":334},2,"Describe the original contract precisely","Enter the full title of the original contract, the date it was signed, and the names of the original parties exactly as they appear in that document. If the original contract has been previously amended, reference those amendments too.","Attach a copy of the original contract (and any amendments) as a schedule to the novation agreement — this eliminates disputes about what terms were transferred.",{"step":336,"title":337,"description":338,"tip":339},3,"Set the novation date","Choose a specific calendar date for the novation to take effect. For business sales, this is typically the completion or closing date. For lender substitutions, it is usually the date the new facility is drawn.","The novation date and the execution date can differ — parties often sign in advance and specify a future effective date tied to a closing condition.",{"step":341,"title":342,"description":343,"tip":344},4,"Allocate pre-novation accrued liabilities","Decide whether the incoming party is assuming all liabilities (including pre-novation amounts owed), or only liabilities arising after the novation date. Record the agreed allocation explicitly in the accrued rights clause.","In a business sale context, the buyer typically assumes post-completion liabilities only — run a reconciliation of open invoices and accrued obligations before the novation date to avoid disputes.",{"step":346,"title":347,"description":348,"tip":349},5,"Confirm authority to sign for corporate entities","For each company signatory, verify that the person signing holds a title with binding authority (CEO, director, authorized officer) and that no board resolution or additional internal approval is required.","Request a certified copy of the board resolution or signing authority certificate for the incoming party — they are new to the contract and the remaining party has the most to gain from confirming capacity.",{"step":351,"title":352,"description":353,"tip":354},6,"Confirm no third-party consents are outstanding","Check whether the original contract requires a third party's consent to transfer — such as a licensor, lender, or regulator. If so, obtain written consent before executing the novation.","Government contracts and regulated financial agreements frequently require regulatory approval before novation — allow several weeks' lead time and confirm the approval condition in the recitals.",{"step":356,"title":357,"description":358,"tip":359},7,"Obtain all three signatures simultaneously","Arrange for the outgoing party, incoming party, and remaining party to all execute the document. Electronic signature is accepted in most jurisdictions; confirm the original contract does not require wet ink.","Use Business in a Box eSign to collect and timestamp all three signatures in sequence and store the fully executed copy automatically.",{"step":361,"title":362,"description":363,"tip":364},8,"Distribute executed copies and update your records","Send a fully executed copy to each party and update your contract register to reflect the incoming party as the counterparty going forward. Notify any related systems (ERP, CRM, accounts payable) of the counterparty change.","If the novated contract is registered (e.g., a construction contract with a performance bond or a lease), check whether the novation must also be registered or endorsed on the original instrument.",[366,370,374,378,382,386],{"mistake":367,"why_it_matters":368,"fix":369},"Using assignment language instead of novation language","An assignment transfers benefits but not obligations — the outgoing party remains liable for non-performance. Using the wrong instrument defeats the entire purpose of the novation.","Ensure the operative clause explicitly transfers both rights and obligations to the incoming party and includes a full release of the outgoing party.",{"mistake":371,"why_it_matters":372,"fix":373},"Missing one of the three signatures","A novation requires the consent of all three parties. A document signed by only two parties is at best an assignment and at worst unenforceable.","Do not treat the document as effective until all three parties have executed it. Use a signature tracking tool to confirm completion before the novation date.",{"mistake":375,"why_it_matters":376,"fix":377},"Omitting the accrued liabilities clause","Without it, both the outgoing and incoming parties may believe the other bears responsibility for pre-novation unpaid invoices, deliveries in transit, or pending claims.","Conduct a pre-novation reconciliation and explicitly state in the agreement which party is responsible for each category of accrued obligation.",{"mistake":379,"why_it_matters":380,"fix":381},"Choosing a governing law inconsistent with the original contract","Conflicting governing law between the novation and the original contract can create interpretive gaps — courts may apply different rules to the same underlying obligation.","Default to the same governing law as the original contract unless there is a specific commercial reason to differ, and note the reason in the recitals.",{"mistake":383,"why_it_matters":384,"fix":385},"Failing to check the original contract's assignment or transfer restrictions","Many contracts contain clauses requiring counterparty consent before any transfer — proceeding without consent can constitute a breach of the original contract and render the novation void.","Review the original contract for assignment, change of control, and consent clauses before initiating the novation process, and obtain any required written consents.",{"mistake":387,"why_it_matters":388,"fix":389},"Not attaching the original contract as a schedule","If the terms of the original contract are disputed later, the novation agreement alone may not be sufficient to establish what obligations were transferred.","Attach a complete copy of the original contract (and all amendments) as Schedule A to the novation agreement and reference it expressly in the recitals.",[391,394,397,400,403,406,409,412,415],{"question":392,"answer":393},"What is a novation agreement?","A novation agreement is a three-party document that replaces one party in an existing contract with a new party, extinguishing the original party's rights and obligations entirely. All three parties — the outgoing party, the incoming party, and the remaining party — must consent and sign. It differs from an assignment, which transfers benefits only and leaves the outgoing party's obligations in place.\n",{"question":395,"answer":396},"What is the difference between novation and assignment?","An assignment transfers only the benefits of a contract to a third party; the original party remains liable for obligations. A novation transfers both benefits and obligations and formally releases the outgoing party from all liability. If you want the outgoing party to have no further exposure under the contract, novation is the correct instrument.\n",{"question":398,"answer":399},"Do all three parties have to sign a novation agreement?","Yes. A novation is a consensual substitution and requires the agreement of all three parties — the outgoing party agreeing to be released, the incoming party agreeing to step in, and the remaining party consenting to the substitution. A document signed by only two parties cannot constitute a valid novation in most jurisdictions.\n",{"question":401,"answer":402},"When is a novation agreement used in a business sale?","In an asset sale, the buyer acquires the seller's contracts but cannot be bound by them without the counterparty's consent. A novation agreement is used to transfer each material contract — supplier agreements, customer contracts, leases, and licences — to the buyer at closing, releasing the seller from future liability. Assignment clauses in the original contracts must be reviewed first to confirm consent requirements.\n",{"question":404,"answer":405},"Does a novation agreement require consideration?","Yes, consideration is required to make the novation binding. In many commercial novations, the consideration is the mutual exchange of releases and the incoming party's assumption of obligations, which courts in most common-law jurisdictions accept as sufficient. For caution, some practitioners include a nominal monetary consideration (e.g., $1) explicitly. The original contract's consideration does not carry over automatically.\n",{"question":407,"answer":408},"What happens to accrued liabilities when a contract is novated?","Unless the novation agreement says otherwise, liabilities that accrued before the novation date typically remain with the outgoing party. The incoming party is generally responsible only for obligations arising after the novation date. The agreement should state the allocation explicitly — particularly for unpaid invoices, pending deliveries, and open warranty claims — to prevent disputes.\n",{"question":410,"answer":411},"Can a novation agreement be backdated?","A document should never be backdated to show execution on a date earlier than it was actually signed. However, parties may legitimately sign the novation on one date and specify an earlier effective date for the transfer, provided the context is transparent and all parties consent. Backdating to misrepresent the date of execution is fraudulent in all jurisdictions.\n",{"question":413,"answer":414},"Is a novation agreement valid if the original contract prohibits assignment?","Many contracts restrict assignment but do not expressly restrict novation, and courts sometimes treat them differently because novation requires consent of all parties rather than a unilateral transfer. However, broadly worded anti-assignment clauses may be interpreted to cover novation as well. The safest approach is to review the original contract carefully and obtain express written consent from the remaining party regardless of how the restriction is worded.\n",{"question":416,"answer":417},"Do I need a lawyer to prepare a novation agreement?","For straightforward contract transfers — a single supplier agreement or a standard service contract in a business sale — a high-quality template is typically sufficient. Engage a lawyer when the original contract is complex or high-value, when there are regulatory consent requirements, when accrued liabilities are material, or when the transaction involves multiple jurisdictions. A 1–2 hour review typically costs $300–$800 and is worthwhile for any novation involving contracts worth more than $50,000.\n",[419,423,427,431,435,438],{"industry":420,"icon_asset_id":421,"specifics":422},"Mergers and acquisitions","industry-professional-services","Asset sales require novating every material contract to the buyer at closing; incomplete novation can leave the seller exposed to ongoing customer and supplier obligations.",{"industry":424,"icon_asset_id":425,"specifics":426},"Construction and real estate","industry-construction","Subcontractor substitutions and development entity restructures frequently require novation agreements; performance bonds and security interests must be updated simultaneously.",{"industry":428,"icon_asset_id":429,"specifics":430},"Financial services","industry-fintech","Lender transfers, loan participations, and derivatives clearing all rely on standardized novation protocols; regulatory approval may be required before the novation is effective.",{"industry":432,"icon_asset_id":433,"specifics":434},"Technology and SaaS","industry-saas","Software licences and cloud service agreements often restrict transfer and require vendor consent; novation is used in corporate restructures to move IP licences between group entities.",{"industry":436,"icon_asset_id":421,"specifics":437},"Professional services","Consulting and advisory firms use novation when a partner retires or a practice group is sold to transfer client engagement letters to the continuing or acquiring firm.",{"industry":439,"icon_asset_id":440,"specifics":441},"Government and public procurement","industry-government","Government contracts typically require formal novation approval from the contracting authority; the process can take weeks and must be initiated well before the planned transfer date.",[443,446,450,454],{"vs":85,"vs_template_id":444,"summary":445},"assignment-agreement-D12891","An assignment transfers only the benefits of a contract to a third party; the assigning party remains liable for obligations. A novation transfers both benefits and obligations and fully releases the outgoing party. If the outgoing party needs a clean break from all future and, potentially, past liability, novation is the correct instrument — assignment alone is not sufficient.",{"vs":447,"vs_template_id":448,"summary":449},"Contract Amendment","contract-amendment-D12697","A contract amendment modifies the terms of an existing agreement between the same two parties — changing price, scope, or dates — without substituting any party. A novation changes who is party to the contract without necessarily changing the underlying terms. Use an amendment when the parties stay the same; use a novation when one party is being replaced.",{"vs":451,"vs_template_id":452,"summary":453},"Business Sale Agreement","business-purchase-agreement-D12755","A business sale agreement governs the overall transfer of a business — assets, liabilities, price, and conditions. A novation agreement is a supporting document used to transfer individual contracts as part of that sale. The business sale agreement creates the obligation to novate; the novation agreement actually effects each transfer with the counterparty's consent.",{"vs":455,"vs_template_id":456,"summary":457},"Assumption Agreement","D{ASSUMPTION_AGREEMENT_ID}","An assumption agreement records the incoming party's agreement to take on the obligations of the outgoing party, but it is typically a two-party document between the outgoing and incoming parties only. Without the remaining party's consent, the outgoing party is not released. A novation agreement is the three-party instrument that achieves a full, clean substitution.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Single-contract transfers in straightforward business sales or supplier substitutions where the contract value is under $50,000","Free","30–60 minutes",{"best_for":464,"cost":465,"time":466},"Multi-contract business sales, lender substitutions, or contracts with regulatory consent requirements","$300–$800","1–3 days",{"best_for":468,"cost":469,"time":470},"High-value transactions, complex accrued liability allocations, government contracts, or multi-jurisdiction transfers involving material IP or regulated activities","$1,500–$5,000+","1–2 weeks",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","Novation is governed by common-law contract principles in all US states and generally requires offer, acceptance, and consideration from all three parties. Government contract novations are specifically regulated under FAR Subpart 42.12 and require written approval from the contracting officer before the transfer is effective. Anti-assignment clauses in private contracts are enforceable and should be reviewed before proceeding.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","Canadian common-law provinces follow English common-law principles for novation, requiring consent and consideration from all three parties. Quebec applies civil law under the Civil Code of Quebec, where novation (novation) is a recognized concept but the rules differ slightly — notably that Quebec courts may imply novation from the circumstances without a written agreement. Commercial contracts with anti-assignment clauses should be reviewed for provincial variation.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","English law is the primary source for novation doctrine and requires that all three parties consent and that fresh consideration exists. Executing a novation as a deed removes the consideration requirement and is common practice for high-value transactions. TUPE (Transfer of Undertakings) regulations apply to employee contracts in business transfers and cannot be novated — they transfer automatically by operation of law.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","EU member states apply their own national civil or commercial codes; France, Germany, Spain, and the Netherlands each recognize contract substitution but with varying formality requirements. Under GDPR, if the original contract involves personal data processing, transferring the data processing role to an incoming party requires a new data processing agreement alongside the novation. Cross-border novations should be reviewed under the Rome I Regulation on choice of law.",[226,493,494,495,496,497,498,499,500,501,502,503],"asset-purchase-agreement-for-a-retail-business-D931","contract-addendum-D13172","asset-purchase-agreement-D928","non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","service-agreement-D12711","independent-contractor-agreement-D160","subcontract-agreement-D172","mutual-release-D1043","indemnity-agreement-D885","partnership-agreement-D12551",{"emit_how_to":187,"emit_defined_term":187},{"primary_folder":94,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":515},"transfers-terminations-and-releases","agreement","general","all-stages",[511,507,512,513,514],"legal","novation","contract-replacement","release",0.95,"\u003Ch2>What is a Novation Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Novation Agreement\u003C/strong> is a three-party legal instrument that extinguishes an existing contract between two parties and replaces it with a new contract on identical terms between the incoming party and the remaining original party — completely releasing the outgoing party from all future rights and obligations. Unlike an assignment, which transfers only benefits while leaving the assigning party's obligations in place, a novation achieves a clean break: the outgoing party steps out entirely, the incoming party steps in as if they were an original signatory, and the remaining party consents to the substitution. All three parties must agree and sign for the novation to be legally effective.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed novation agreement, a party exiting a contract retains liability for everything that follows — whether or not they have sold the business, been replaced as a supplier, or restructured their corporate group. Courts have held sellers liable for ongoing customer contracts, departed service providers liable for delivery failures, and outgoing lenders liable for facility drawdowns — all because no valid novation was in place. An incomplete substitution, such as a two-party assignment without the remaining party's consent, leaves the outgoing party exposed and gives the incoming party uncertain standing to enforce the contract. This template gives all three parties a single, clear instrument covering consent, release, transfer of obligations, and allocation of pre-novation liabilities — closing the gaps that informal arrangements leave open.\u003C/p>\n",1781185951471]