Deed of Novation

Transfer a contract – with both its rights and its obligations – from one business to another, with the agreement of the other contracting party, releasing the original party from future liability.

Editable Word document
6
10pages
Guidance notes included
aml consultancy solutions

Contracts & terms

Deed of Novation

About this document

What it’s for

A contract’s benefits can sometimes be assigned, but its burdens (the obligations) cannot be transferred without the agreement of the other party. Novation replaces the outgoing party with an incoming party, so that the incoming party takes over the contract as if it had been a party from the start (or from the novation date). This deed is used when a business is sold or restructured, or a supplier hands a contract to another supplier.

When to use it

  • When selling a business and customer or supplier contracts need to move to the buyer
  • When moving contracts between group companies or from a sole trader to a new limited company
  • When a contractor wants to hand over a contract to another contractor, with the customer’s agreement

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions
  2. Novation
  3. Liabilities before the effective date
  4. Warranties
  5. Indemnity between outgoing and incoming party
  6. General

How to complete it

  • Identify the original contract precisely in the schedule
  • Decide who is responsible for anything that happened before the novation date (clause 3)
  • All three parties sign as a deed, with witnesses

Key points to check

  • Check the original contract for any clause about assignment or novation, change of control or consent
  • Where the contract is a regulated or licensed activity, the incoming party may need its own registration

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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