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Novation And Amendment Agreement
"I need a Novation and Amendment Agreement to transfer our IT services contract from ABC Tech Solutions to XYZ Digital Services effective March 1, 2025, while also updating the service level agreements and payment terms in the original contract."
1. Parties: Identifies all parties to the agreement including the original parties and the new party
2. Background: Recitals explaining the original agreement, reason for novation, and proposed amendments
3. Definitions: Defines key terms used in the agreement, including references to the original agreement
4. Novation: Core clause transferring rights and obligations from the outgoing party to the incoming party
5. Amendments to Original Agreement: Details of specific amendments being made to the original agreement
6. Effective Date: Specifies when the novation and amendments take effect
7. Release and Discharge: Releases the outgoing party from obligations and specifies any surviving obligations
8. Representations and Warranties: Standard representations from all parties, particularly the incoming party
9. Costs and Expenses: Allocation of costs related to the novation and amendments
10. Governing Law and Jurisdiction: Specifies Indian law as governing law and relevant jurisdiction
11. Counterparts: Allows execution in multiple counterparts
12. Execution: Signature blocks for all parties
1. Security Arrangements: Required if there are any existing security arrangements that need to be transferred or modified
2. Consent of Other Parties: Needed if other parties' consent is required for the novation
3. Tax Provisions: Include if the novation has specific tax implications that need to be addressed
4. Intellectual Property Rights: Required if IP rights are being transferred as part of the novation
5. Confidentiality: Include if additional confidentiality obligations need to be imposed
6. Further Assurance: Optional clause requiring parties to take additional steps to give effect to the agreement
7. Assignment: Include if restrictions on future assignments need to be specified
1. Original Agreement: Copy of the original agreement being novated and amended
2. Amendments: Detailed list of all amendments to the original agreement in tabular format
3. Transferred Rights and Obligations: Comprehensive list of rights and obligations being transferred
4. Required Consents: List of all third-party consents obtained or required
5. New Payment Details: Updated payment instructions and bank account details if applicable
6. Completion Requirements: Checklist of actions required to complete the novation
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