Assignment and Assumption Agreement
(Novation)

Summary

This assignment and assumption agreement template includes a novation agreement and may be used to transfer an agreement from one party to another. This template includes practical guidance, drafting notes, and alternate and optional clauses. This template addresses an assignor's transfer of rights and delegation of duties under a contract. Prior to using this template, counsel should confirm the transferability of the applicable agreement, as not all contracts are assignable. Sometimes anti-assignment clauses, legal concerns, and/or public policy issues, among other things, prevent assignment. The novation extinguishes an assignor's liability under an assigned agreement once it is executed by the assignor, the assignee, and the non-assigning party. Upon, execution, the assignee is deemed substituted for the assignor. Without a novation, the assignor remains secondarily liable to the non-assigning party for the non-performance of delegated obligations. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For more information, see Commercial Contracts Assignment and Novation, Accord and Satisfaction, and Substituted Contracts. For a related template, see Novation Agreement (Short Form).