Deed of Assignment and Novation Template (Australia)

Assignment transfers rights, not burdens

AGS guidance says assignment is the mechanism by which an assignor transfers existing rights and benefits under a contract to an assignee. The original contract remains unchanged, and the assignor cannot transfer burdens, obligations or liabilities through assignment.

The template therefore separates assigned rights from assumed obligations. An assignee may promise the assignor it will perform certain obligations, but that does not by itself bind or release the original counterparty.

Novation needs consent from all parties

AGS guidance describes novation as the mechanism by which a contract is terminated and a new contract is made between different or additional parties, generally on the same terms. It requires consent from all parties to the original contract and the new party.

If the outgoing party needs to be released and the incoming party is taking over performance, use a deed of novation or a three-party deed. If the counterparty is not signing, the document should not claim a full novation has occurred.

Consent clauses and public contracts

Many contracts prohibit assignment or novation without prior written consent. The Department of Finance Commonwealth clausebank requires supplier notification, customer written approval and allows conditions on consent for Commonwealth contracts using that clause.

The template includes a consent schedule, due diligence list and no-unapproved-transfer warranty. Public contracts can have value-for-money and procurement concerns beyond ordinary private consent.

Notices, PPSR, IP and data

Receivables, IP, licences, data, leases, grants and supply contracts each have their own transfer steps. Notices may be needed to redirect payment, obtain consent, update account details, release security interests or comply with confidentiality and privacy terms.

The deed records notices, delivery method, evidence, effective date and completion deliverables. It also prompts for PPSR registrations, IP assignments, domain transfers and privacy-safe data handover where relevant.

Warranties and indemnities

The assignor should warrant authority, ownership of rights, disclosure of restrictions and no undisclosed default. The assignee should warrant authority, capacity and ability to perform assumed obligations. The counterparty, if signing, should release or preserve liabilities expressly.

Indemnities should match time periods: pre-effective date liabilities, post-effective date performance and claims caused by inaccurate transfer information. The deed avoids hard-coded numbered cross-references so optional clauses cannot break document logic.

Completion evidence should be more than signatures. For a receivables assignment it may include debtor notices and updated payment instructions. For a software or IP transfer it may include source-code access, licence consents and signed IP instruments. For a public or funded contract it may include agency consent, due diligence material and confirmation that the incoming party satisfies any procurement or eligibility conditions.

If the transfer sits inside an asset sale, the deed should align with the asset purchase agreement rather than fight it. The price, effective date, employee position, GST going concern treatment, privacy handover and retained liabilities should all point in the same direction.

Clause-by-clause guide

Transfer mechanism

Selects assignment only, assignment with assumption covenant, or all-party novation.

Assigned rights

Identifies contracts, receivables, IP, licences or other benefits transferred.

Excluded rights

Carves out restricted, disputed, non-transferable or retained rights.

Assumed obligations

Records obligations the assignee promises to perform between transfer parties.

Counterparty consent

Lists required written approvals, releases and novation signatures.

Notices

Prepares notices to counterparties, account debtors, agencies and payment processors.

Warranties and indemnities

Covers authority, title, restrictions, performance and reimbursement.

Completion deliverables

Lists executed deeds, consent letters, PPSR releases, IP instruments and data handover.

Australian assignment and novation checklist

• Choose assignment or novation accurately

  AGS guidance distinguishes assignment of rights from novation of rights and obligations.

  Australian Government Solicitor - novation and assignment

• Do not assign liabilities by wording alone

  AGS says the assignor cannot transfer burdens, obligations or liabilities through assignment.

• Get all-party consent for novation

  Novation requires consent of all parties to the original contract and the new party.

• Check contract consent clauses

  Commonwealth clausebank wording requires written customer approval before supplier novation or assignment under that clause.

  Department of Finance - novation and assignment clausebank

• Serve and retain notices

  Keep evidence of notices to counterparties, debtors, agencies, trustees and payment processors.

• Check PPSR and secured assets

  Assignments involving receivables, equipment or security interests may need PPSR searches, releases or priority checks.

• Handle IP and data separately

  Copyright, domain, software licence and personal information transfers can require separate written instruments and privacy controls.

• Match the wider transaction documents

  If the deed supports an asset sale, align effective date, price, GST position, employee records, privacy handover and retained liabilities with the asset purchase agreement.

How to complete the deed

1. Choose the mechanism. Select assignment only, assignment with assumption covenant or novation.
2. List rights and obligations. Identify assigned rights, excluded rights and assumed obligations.
3. Check consent. Review the original contract for assignment, novation, notice and change-of-control rules.
4. Prepare notices. Draft notices to counterparties, debtors, agencies and payment processors.
5. Complete and retain evidence. Sign the deed, deliver notices, update records and retain consent evidence.

Frequently asked questions

Related templates

• Asset Purchase Agreement Template (Australia)
• Commercial Agency Agreement Template (Australia)