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.

Submit an enquiry on this page or click 'Get started'. One of our legal consultants will review it within 1 business day and get in touch to understand what you need.

Your consultant will then email you a fixed-fee quote setting out the cost, scope and timing. If you're happy with it, you can accept the quote and sign our engagement letter online.

Once you've accepted, one of our Australian-qualified lawyers will work with you to complete your project. They'll contact you by email or phone if they need anything.

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 work online, so we can help wherever you are in New Zealand. Our team works remotely, mainly from Australia.

Your work is done by our Australian-qualified lawyers, who hold Australian practising certificates and specialise in business law. None of them are New Zealand lawyers or hold a New Zealand practising certificate.

Sprintlaw NZ Limited is a legal consultancy, not a law firm, and is not regulated by the New Zealand Law Society. We don't act in court or tribunal matters, conveyancing (including leases and business sales) or other reserved areas of work. Communications with Sprintlaw are unlikely to be protected by legal professional privilege. We still keep everything confidential under our engagement letter.