Novation

The substitution of a new contract or party for an existing one, extinguishing the original obligation.

Unlike assignment (which transfers rights while keeping the original contract), novation replaces the entire agreement or substitutes a new party entirely. All original parties must consent to a novation.

Novation is commonly used when a business is sold and the buyer wants to take over existing contracts, or when a new party assumes the obligations of an original party.

Example

When Company A is acquired by Company B, a novation agreement transfers all of Company A's client contracts to Company B, releasing Company A from further obligations.

Related Terms

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