Novation Agreement vs. Name Change

You didn't specify whether the two Divisions are separate legal entities.

here_2_help said:

You didn't specify whether the two Divisions are separate legal entities.

Thanks for your response.  Yes, they are separate legal entities.  Northrop Grumman Technical Services, Inc. (NGTSI) is actually part of Northrop Grumman Systems Corporation (NGSC).  They are both part of the parent company Northrop Grumman Corporation.  Hope this helps.

On ‎3‎/‎9‎/‎2020 at 8:40 PM, Fitzgerald said:

We have a contract with a large company that has multiple divisions.  Our task order was awarded to their Technical Services Division and they have requested a transfer of responsibility to their Systems Division.  My question is, since responsibility is being transferred within the same company, should we execute a novation agreement or a name change agreement?

Is the company reorganizing and Northrop Grumman Technical Services, Inc. going away?  I don't understand on your facts why you are taking for granted that the "transfer of responsibility" is something that inevitably must happen, and the only question is whether it is a novation or a name change.

On 3/9/2020 at 6:40 PM, Fitzgerald said:

We have a contract with a large company that has multiple divisions.  Our task order was awarded to their Technical Services Division and they have requested a transfer of responsibility to their Systems Division.  My question is, since responsibility is being transferred within the same company, should we execute a novation agreement or a name change agreement?

First, the word "Division" normally means that entity is not a separate company. So, if you awarded a contract to "Technical Services Division," you actually awarded it to Northrop Grumman Systems Corporation, because a Division is not recognized as a "legal" entity. So, I assume the name of the contractor on the contract is Northrop Grumman Systems Corporation. Accordingly, there is no novation or name change. You may be referring to "place of performance," which is different and can be changed from one Division location to another if you had contract language stating the place of performance.

Fitzgerald said:

Thanks for your response.  Yes, they are separate legal entities.  Northrop Grumman Technical Services, Inc. (NGTSI) is actually part of Northrop Grumman Systems Corporation (NGSC).  They are both part of the parent company Northrop Grumman Corporation.  Hope this helps.

How is Northrop Grumman Technical Services, Inc. a "part of" Northrop Grumman Systems Corporation? Is it a wholly owned subsidiary? What is  the name of the company requesting this action and what is the stated reason? Is there any procedural guidance in your function to assist you in figuring this out or are you reviewing FAR guidance? Do you have legal counsel you can consult? Do you work for the Government or a contractor?

On 3/9/2020 at 9:40 PM, Fitzgerald said:

We have a contract with a large company that has multiple divisions.

Are you with the government or a subcontractor?  It is hard to tell based on the language you have used in your question.