Guide to Judiciary Policy 

Vol 14: Procurement 

Ch 7: Contract Administration 

Appx 7B: Sample Novation Agreement 

The ______________(i.e. ABC Corporation (Transferor)), a corporation duly organized 

and existing under the laws of __________ [insert State] with its principal office in 

____________ [insert city]; the ___________________(i.e. XYZ Corporation 

(Transferee), [if appropriate add "formerly known as the EFG Corporation"] a 

corporation duly organized and existing under the laws of _________ [insert State] with 

its principal office in ____________ [insert city]; and the United States Of America 

(judiciary) enter into this Agreement as of ____________ [insert the date transfer of 

assets became effective under applicable State law]. 

(a) 	 The parties agree to the following facts: 

(1) 	 The judiciary, represented by various contracting officers has entered into 

certain contracts with the Transferor, namely: ____________ [insert 

contract or purchase order identifications]; [or delete "namely" and insert 

"as shown in the attached list marked `Exhibit A' and incorporated in this 

Agreement by reference."]. The term "the contracts," as used in this 

Agreement, means the above contracts and purchase orders and all other 

contracts and purchase orders, including all modifications, made between 

the judiciary and the Transferor before the effective date of this 

Agreement (whether or not performance and payment have been 

completed and releases executed if the judiciary or the Transferor has any 

remaining rights, duties, or obligations under these contracts and 

purchase orders). Included in the term "the contracts" are also all 

modifications made under the terms and conditions of these contracts and 

purchase orders between the judiciary and the Transferee, on or after the 

effective date of this Agreement. 

(2) 	 As of ____________, 20___, the Transferor has transferred to the 

Transferee all the assets of the Transferor by virtue of a __________ 

[insert term descriptive of the legal transaction involved] between the 

Transferor and the Transferee. 

(3)	 The Transferee has acquired all the assets of the Transferor by virtue of 

the above transfer. 

Last revised June 29, 2010 
Guide to Judiciary Policy, Vol. 14, Appx. 7B	 Page 2 

(4) 	 The Transferee has assumed all obligations and liabilities of the 

Transferor under the contracts by virtue of the above transfer. 

(5) 	 The Transferee is in a position to fully perform all obligations that may 

exist under the contracts. 

(6) 	 It is consistent with the judiciary's interest to recognize the Transferee as 

the successor party to the contracts. 

(7) 	 Evidence of the above transfer has been filed with the judiciary. [When a 

change of name is also involved; e.g., a prior or concurrent change of 

the Transferee's name, an appropriate statement must be inserted (see 

example in paragraph (8) of this Agreement)]. 

(8) 	 A certificate dated _________, 20___, signed by the Secretary of State of 

___________ [insert State], to the effect that the corporate name of 

___________(EFG Corporation) was changed to _______________(XYZ 

Corporation) on _____________, 20__, has been filed with the judiciary. 

(b) 	 In consideration of these facts, the parties agree that by this Agreement: 

(1) 	 The Transferor confirms the transfer to the Transferee, and waives any 

claims and rights against the judiciary that it now has or may have in the 

future in connection with the contracts. 

(2) 	 The Transferee agrees to be bound by and to perform each contract in 

accordance with the conditions contained in the contracts. The 

Transferee also assumes all obligations and liabilities of, and all claims 

against, the Transferor under the contracts as if the Transferee were the 

original party to the contracts. 

(3) 	 The Transferee ratifies all previous actions taken by the Transferor with 

respect to the contracts, with the same force and effect as if the action 

had been taken by the Transferee. 

(4) 	 The judiciary recognizes the Transferee as the Transferor's successor in 

interest in and to the contracts. The Transferee by this Agreement 

becomes entitled to all rights, titles, and interests of the Transferor in and 

to the contracts as if the Transferee were the original party to the 

contracts. Following the effective date of this Agreement, the term 

"Contractor," as used in the contracts, must refer to the Transferee. 

(5) 	 Except as expressly provided in this Agreement, nothing in it must be 

construed as a waiver of any rights of the judiciary against the Transferor. 
Guide to Judiciary Policy, Vol. 14, Appx. 7B	 Page 3 

(6) 	 All payments and reimbursements previously made by the judiciary to the 

Transferor, and all other previous actions taken by the judiciary under the 

contracts, must be considered to have discharged those parts of the 

judiciary's obligations under the contracts. All payments and 

reimbursements made by the judiciary after the date of this Agreement in 

the name of or to the Transferor must have the same force and effect as if 

made to the Transferee, and must constitute a complete discharge of the 

judiciary's obligations under the contracts, to the extent of the amounts 

paid or reimbursed. 

(7) 	 The Transferor and the Transferee agree that the judiciary is not obligated 

to pay or reimburse either of them for, or otherwise give effect to, any 

costs, taxes, or other expenses, or any related increases, directly or 

indirectly arising out of or resulting from the transfer or this Agreement, 

other than those that the judiciary in the absence of this transfer or 

Agreement would have been obligated to pay or reimburse under the 

terms of the contracts. 

(8) 	 The Transferor guarantees payment of all liabilities and the performance 

of all obligations that the Transferee: 

(i) 	 assumes under this Agreement; or 

(ii) 	 may undertake in the future if these contracts be modified under 

their terms and conditions. The Transferor waives notice of, and 

consents to, any such future modifications. 

(9) 	 The contracts must remain in full force and effect, except as modified by 

this Agreement. Each party has executed this Agreement as of the day 

and year first above written. 

United States of America 

 By _____________________________________________ 

 Title ___________________________________________ 

ABC Corporation 

 By _____________________________________________ 

 Title ___________________________________________ 

 [Corporate Seal]

 XYZ Corporation 

 By _____________________________________________ 
Guide to Judiciary Policy, Vol. 14, Appx. 7B Page 4

 Title ___________________________________________ 

 [Corporate Seal] 

Certificate 

I, ___________, certify that I am the Secretary of ______________(ABC Corporation), 

that ________________, who signed this Agreement for this corporation, was then 

_____________ of this corporation; and that this Agreement was duly signed for and on 

behalf of this corporation by authority of its governing body and within the scope of its 

corporate powers. Witness my hand and the seal of this corporation this day of 

__________________ 20 ___.

 By _____________________________________________ 

 [Corporate Seal] 

Certificate 

I, ____________, certify that I am the Secretary of __________________(XYZ 

Corporation), that ________________, who signed this Agreement for this corporation, 

was then _____________ of this corporation; and that this Agreement was duly signed 

for and on behalf of this corporation by authority of its governing body and within the 

scope of its corporate powers. Witness my hand and the seal of this corporation this 

day of ____________________20___. 

 By _____________________________________________ 


 [Corporate Seal]