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Novation Letter Template for United States

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Key Requirements PROMPT example:

Novation Letter

"I need a Novation Letter to transfer our IT maintenance service contract from ABC Tech Solutions to XYZ Digital Services effective March 1, 2025, ensuring all existing service levels and warranties remain in place."

Document background
The Novation Letter is a crucial legal instrument used when one party to a contract needs to transfer their entire role and obligations to a new party. This document is particularly relevant in scenarios such as corporate restructuring, mergers and acquisitions, business sales, or when a contractor needs to be completely replaced. Under United States law, a novation effectively extinguishes the original contract and creates a new one with the substitute party, requiring careful drafting to ensure compliance with both federal and state contract laws. The Novation Letter must explicitly document the consent of all parties, specify the effective date of the transfer, detail any outstanding obligations, and clearly establish the new contractual relationship. It's commonly used across various industries and is especially critical in government contracting where specific regulatory requirements under the Federal Acquisition Regulation must be met.
Suggested Sections

1. Date and Parties: Full legal names and addresses of all three parties: (1) Original Party, (2) Continuing Party, and (3) New Party

2. Original Agreement Reference: Clear identification and description of the original agreement being novated, including its date and parties

3. Background/Recitals: Brief explanation of why the novation is occurring and confirmation that all parties have agreed to it

4. Effective Date: Specific date when the novation takes effect

5. Novation Statement: Clear statement of the novation, including the release of the original party and assumption of obligations by the new party

6. Continuing Party Consent: Express consent of the continuing party to the substitution of the new party

7. Governing Law: Specification of the governing law (US state/federal) that applies to the novation

Optional Sections

1. Outstanding Obligations: Section addressing any accrued rights, obligations, or payments up to the effective date - include when there are pending obligations

2. Costs: Statement about who bears the costs of the novation - include when costs are significant or disputed

3. Confidentiality: Provisions regarding confidentiality of the novation terms - include when dealing with sensitive commercial information

4. Further Assurance: Commitment to execute additional documents if needed - include for complex transactions

5. Warranties: Specific warranties from the new party regarding capability to perform - include when performance capability is crucial

Suggested Schedules

1. Original Agreement: Copy of the original agreement being novated

2. Corporate Authorizations: Copies of corporate resolutions or authorizations proving authority to enter into novation

3. Outstanding Obligations Schedule: List of any outstanding obligations, payments, or duties as of the effective date

4. Specific Assets/Contracts: If the novation relates to specific assets or sub-contracts, detailed listing of these items

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Real Estate

Construction

Manufacturing

Technology

Healthcare

Energy

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Government Contracting

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Relevant Teams

Legal

Procurement

Contracts Administration

Risk Management

Compliance

Corporate Secretariat

Business Development

Operations

Finance

Commercial Operations

Relevant Roles

Legal Counsel

Contract Manager

Corporate Attorney

Business Development Manager

Procurement Manager

Project Manager

Chief Legal Officer

Commercial Director

Risk Manager

Compliance Officer

Operations Manager

General Counsel

Company Secretary

Chief Financial Officer

Business Unit Director

Industries






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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Letter Of Novation

A U.S.-compliant legal document that facilitates the substitution of one party for another in an existing contract, with all parties' consent.

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Novation Letter

A US-law governed document that facilitates the legal transfer of contractual rights and obligations from one party to another, with all parties' consent.

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