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Partial Novation Agreement
"I need a Partial Novation Agreement to transfer 60% of our software development services obligations to our new subsidiary company, while keeping the remaining maintenance obligations with our original entity, with the transfer to take effect from March 1, 2025."
1. Parties: Identification of all parties involved in the novation (existing, incoming and remaining parties)
2. Background: Context of the original agreement and reason for partial novation, including reference to original contract
3. Definitions: Key terms used throughout the agreement, including 'Effective Date', 'Original Agreement', 'Novated Rights', 'Retained Rights'
4. Novation Provisions: Specific rights and obligations being novated and mechanics of the novation
5. Effective Date: When the novation takes effect and any conditions precedent
6. Continuing Obligations: Original obligations that remain in force between the continuing parties
7. Governing Law: Specification of English and Welsh law as governing law and jurisdiction
1. Security Provisions: Required if existing security arrangements need to be addressed or new security is being provided
2. Warranties: Additional warranties and representations from the incoming party
3. Costs: Allocation of costs and expenses related to the novation process
4. Third Party Rights: Provisions excluding or limiting rights under the Contracts (Rights of Third Parties) Act 1999
1. Schedule 1 - Original Agreement: Copy of the agreement being partially novated
2. Schedule 2 - Novated Rights and Obligations: Detailed list of specific rights and obligations being transferred to the incoming party
3. Schedule 3 - Retained Rights and Obligations: Detailed list of rights and obligations remaining with the original party
4. Schedule 4 - Required Consents: List of third party consents and regulatory approvals required for the novation
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Assignment And Novation Agreement
A legal document under English and Welsh law that enables the transfer of contractual rights and obligations between parties, either through assignment or novation.
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