ThGovernment Contract Novation Agreement - novation law lawyers attorneyse government contract novation process can be tricky when it comes to buying or selling a business that has federal contracts. 

Most companies know that the federal government can novate a contract when it is in the interest of the government. However, many companies still fall short of the legal requirements. Thus finding themselves in ‘hot water” with contracting officer. Executing FAR novation contracts should be a mutual benefit between the contractor and the government.

At Watson & Associates, LLC our federal procurement attorneys help small businesses and government contractors throughout the United States to assess and comply with federal novation law.

  • Immediate help available nationwide for simple or complex novation of government contract transactions
  • Some of our attorneys have actually worked for federal contracting agencies
  • Get help from government contract professionals before that understand the process and have had successful results.
  • Save tens of thousands of dollars by avoiding common mistakes with government contract novation agreements

FAR 42.1204 Government Contract Novation Agreement Services

Watson & Associates’ lawyers and consultants have over 30 years of experience in government contracting and are passionate about exceeding our clients’ expectations. When it comes to Federal government contract novation law and novation vs assignment of contract, our attorneys can help with:

  • Complete oversight of the federal government novation contracts process;
  • Drafting compliant novation agreement FAR 42.1204 documents;
  • Assessing how a buyer’s small business size status can be affected (this is a common problem missed by the parties);
  • Assessment of mergers and acquisitions of federal government contractors;
  • Overseeing the contract novation process for asset purchase business sales;
  • Help meeting other government contracts small business requirements in a novation contract;
  • Working with your local state attorneys through the buying and selling process, and
  • Overseeing the purchase and sale transaction to from beginning to end.
  • Help for small businesses that are SBA 8(a) certified or some other government small business designation. Learn more about the small business set aside rules.
  • We offer rates at a fraction of what large novation law firms charge.
  • Get help with small business size and bid protest issues
  • Prompt turnaround for buyer or sellers of government contractor businesses.


For immediate help meeting FAR novation agreement requirements under FAR 42.1204, call Watson & Associates’ novation law attorneys at 1-866-601-5518.

We our attorneys can help regardless of your state.


Companies should be extremely careful and avoid liability under federal novation law, false representations about business partnerships and operations.  The federal government is now scrutinizing business sales for potential violation of  the Anti-Assignment Clause which expressly prohibits selling government contracts. 

  • Keep in mind that even after a novation of the contract is approved, the impact can severely harm you in a bid protest if there is a challenge to your small business size. These are areas that we can help you in.
  • Avoid using simple novation agreement template because the facts surrounding your case may not meet the FAR requirements.


With any buy-sell transaction involving federal government contracts, the buyer and the seller should understand the difference between a government contract novation and assignment of contract. You simply cannot assign the existing contract without approval of a novation agreement from the contracting officer. The facts of your case should warrant an assignment and not a novation. Watson & Associates, FAR novation agreement attorneys help to:

    • Avoid federal criminal liability and appearance of fraud pass-through schemes
    • Make sure that your transaction complies with FAR novation requirements
    •  Oversee the entire buying or selling process on your behalf.
    • Increase your chances of getting contracting officer contract approval.
    • Show that as the new contractor you have the capability to perform (this is a requirement commonly missed by lawyers)

Companies engaging in mergers and acquisitions where there is a FAR novation agreement involved want to stay clear of the Anti-Assignment Act. A simple buy-sell contract without a full legal analysis can cause unnecessary legal problems. Find out about affirmative defenses to breach of contract.

Any violation of the law will void the novation agreement and even create federal criminal liability. This just creates unnecessary problems. Many corporate attorneys may choose to help with the buying and selling process.

  • Without a clear understanding of federal government contracting law and FAR 42.12 novation law requirements, making the merger and acquisition process work can be daunting.

If you are involved in allegations of criminal misconduct that involves a government contract novation, call our federal criminal defense attorneys immediately at 1-866-601-5518 now.

Immediate Help With Government Contract Novation Agreements

Watson & Associates LLC has been delivering results for government contractors since we opened in 2003. As government contract law attorneys, we understand the novation legal issues that arise in the novation of contract process with government contracts and the problems that buying and selling a business can create. Our goal is to federal contractors with high-level guidance in the FAR novation agreement process.

We understand the requirements for government contract novations in FAR 42.12 and how to prepare viable novation agreements.  We can help each transferor or buyer to adequately prepare the contract novation and to be mindful of the legal definition and meaning of novation in federal procurement. Our goal is to help the client to work the with the contracting officer to get the best possible result.

  • Avoid the temptation to get a canned contract novation agreement template. It may not meet federal contracting requirements.
  • You need more than just a simple novation agreement and to have a legal transaction.
  • Understand how an asset purchase can severely impact your small business size status as the buyer.
  • As the new party, you want to be able to demonstrate that you can perform the contract.

What is a Novation Agreement ?

A novation agreement in federal government contract law  is a contract governed by the Federal Acquisition Regulations (FAR) to transfer an existing contract from one contracting party to the other without violating the provisions of the Anti-Assignment Act.

FAR 42.1204 suggest that stock purchases do not require a novation contract. However, an asset purchase sale does require a government contract novation. Nevertheless, in either situation, it is still up to the contracting officer’s discretion on whether or not to approve the assignment of contract through a  novation agreement. See the difference between government contract assignment Vs contract novation.

How Court Decisions on Government Contract Novation Law Can Impact Your Novation Agreements FAR 42.1204

The Meso Scale Diagnostics v. Roche Diagnostics case seems to better address federal government contract novation law on the issue of treating reverse triangular mergers as being a  stock purchase. In this situation, a novation contract agreement would not be required.

As a purchaser or seller of a business, you should be aware that the Meso court decision suggests that the reverse triangular merger does automatically convert into an assignment by operation of law, and as an exception to the Anti-Assignment Act.

  • Regardless, under federal rules of novation contract law, it is still up to the contracting officer to be involved in the novation of the contract process.

Do you need a government novation of contract agreement for your type of transaction?

To Comply With Federal Contract Novation Laws Contact us Online for a Free Initial Consultation.

Contact our Federal Government Contract & FAR Novation Lawyers

Now that you are aware that the government is not obligated to approve your novation agreement, if you need professional novation legal help with a federal government contract novation agreement and FAR 42 process, call Watson’s law firm today. Use our Contact Us page to tell our government contract novation law lawyers about your specific situation or call toll-free at 1-866-601-5518. FREE INITIAL CONSULTATION.