CHAPTER 17: Lease Administration
Attachment 6: Novation Agreement
PBS Leasing Desk Guide 17-55
This page last revised: 11/22/2019
Attachment 6: Novation Agreement
NOVATION AGREEMENT
The ABC Corporation (Transferor), a corporation duly organized and existing under the laws of __________ [insert
State] with its principal office in ____________ [insert city]; the 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 (Government) 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 Government, represented by various Contracting Officers of the ______________ [insert name(s) of
agency(ies)], has entered into that certain lease with the Transferor, namely: ____________ [insert lease number]. The
term “Lease,” as used in this Agreement, means the above described lease, including all modifications, made between the
Government and the Transferor or its predecessor before the effective date of this Agreement (whether or not performance
and payment have been completed and releases executed if the Government or the Transferor has any remaining rights,
duties, or obligations under the Lease). Included in the term “Lease” are also all modifications made under the terms and
conditions of the Lease between the Government 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
involved in performing its obligations under the Lease by virtue of a __________ [insert term descriptive of the legal
transaction involved—for example, “a grant deed to the Property”] between the Transferor and the Transferee.
(3) The Transferee has acquired all the assets of the Transferor involved in performing the Lease by virtue of the
above transfer.
(4) The Transferee has assumed all obligations and liabilities of the Transferor under the Lease by virtue of the
above transfer.
(5) The Transferee is in a position to fully perform all obligations that may exist under the Lease.
(6) It is consistent with the Government’s interest to recognize the Transferee as the successor party to the Lease.
(7) Evidence of the above transfer has been filed with the Government.
(8) Transferor and Transferee represent that the transfer has been properly effected and agree that the
Government may rely on this representation.
(9) Transferee will abide by Clause 52.209-6 Protecting the Government’s Interest When Subcontracting with
Contractors Debarred, Suspended, or Proposed for Debarment, contained within the Lease.
(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
Government that it now has or may have in the future in connection with the Lease.
(2) The Transferee agrees to be bound by and to perform the Lease in accordance with the conditions contained in
the Lease. The Transferee also assumes all obligations and liabilities of, and all claims against, the Transferor under the
Lease as if the Transferee were the original party to the Lease.
(3) The Transferee is bound by all previous actions taken by the Transferor with respect to the Lease, with the
same force and effect as if the action had been taken by the Transferee.
(4) The Government recognizes the Transferee as the Transferor’s successor in interest in and to the Lease. The
Transferee by this Agreement becomes entitled to all rights, titles, and interests of the Transferor in and to the Lease as if
the Transferee were the original party to the Lease. Following the effective date of this Agreement, the term “Lessor,” as
used in the Lease, shall refer to the Transferee.
(5) Except as expressly provided in this Agreement, nothing in it shall be construed as a waiver of any rights of the
Government against the Transferor.
(6) All payments and reimbursements previously made by the Government to the Transferor, and all other previous
actions taken by the Government under the Lease, shall be considered to have discharged those parts of the
Government’s obligations under the contracts. All payments and reimbursements made by the Government after the date
of this Agreement in the name of or to the Transferor shall have the same force and effect as if made to the Transferee,
and shall constitute a complete discharge of the Government’s obligations under the Lease, to the extent of the amounts
paid or reimbursed.
(7) The Transferor and the Transferee agree that the Government 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