Novation deeds for changing who stands behind a contract

The key difference is whether the incoming party is taking over obligations as well as rights. A novation deed is usually used where one party is being replaced in the contract altogether, with the consent of all parties. That matters if there are ongoing services, payment obligations, support commitments, confidentiality duties or liability settings that need to move across. A simple assignment may not be enough if the original party is meant to step out and the new party is meant to step in fully under the contract.

It usually identifies the original agreement, names the outgoing, incoming and remaining parties, and states the date from which the transfer takes effect. It may also address whether past breaches or accrued liabilities stay with the original party, whether unpaid amounts remain payable, and whether any parts of the original contract are amended at the same time. If the contract involves intellectual property licences, service levels or confidential information, the deed may need extra wording so the transfer works cleanly in practice rather than only on paper.

That depends on the contract being transferred and the commercial context around it. A short deed may be enough for a straightforward supplier contract, but more detailed drafting is often needed where there are staged payments, ongoing deliverables, software or IP rights, subcontracting arrangements, or questions about who is responsible for pre-transfer issues. The document also needs to line up with the original agreement. If the underlying contract has restrictions on transfer or consent requirements, those points need to be checked carefully as part of the legal work.

Sometimes a template is useful for understanding the structure, but it may not reflect the contract you are actually trying to transfer. Problems often arise where the template does not deal properly with accrued liabilities, continuing obligations, payment adjustments, or related documents that also need attention. If the underlying agreement has detailed service, IP or confidentiality terms, a generic precedent can leave important gaps. A tailored deed is generally safer where the transfer is commercially important or where the parties want clarity about what happens before and after the effective date.

Timing depends on how clear the underlying contract is and whether there are any negotiated changes beyond the transfer itself. If the original agreement is available and the parties are aligned on the handover, the work is usually more straightforward. If there are side issues such as unpaid invoices, changes to service levels, or uncertainty about who carries historic liability, that can add time. Once engaged, we review the contract details, prepare or review the deed, and flag any points that need decisions before signing.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Novation Deed service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.