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The Novation and Amendment Agreement is a crucial legal instrument used in Nigerian business transactions when there is a need to both substitute one party to a contract with another and modify the original agreement's terms. This document type is commonly employed in scenarios such as corporate restructuring, business acquisitions, project reassignments, or when there is a strategic need to change both the contracting parties and the underlying terms. The agreement must comply with Nigerian legal requirements and typically includes detailed provisions about the transfer of rights and obligations, specific amendments to the original agreement, releases and indemnities, and any conditions precedent to the novation taking effect. It is essential that the document clearly establishes the consent of all parties and precisely defines both the novation and amendment aspects to ensure enforceability under Nigerian law.

1. Parties: Identifies all parties involved: the original parties to the agreement and the new party

2. Background: Recitals explaining the original agreement, the reason for novation, and the parties' intentions

3. Definitions: Definitions of key terms used in the agreement, including references to the original agreement

4. Interpretation: Rules for interpreting the agreement, including references to time, currency, and other general interpretation provisions

5. Novation: Core provisions effecting the transfer of rights and obligations from the outgoing party to the incoming party

6. Amendment Provisions: Specific amendments being made to the original agreement

7. Effective Date: Specification of when the novation and amendments take effect

8. Release and Discharge: Release of the outgoing party from its obligations and any continuing liabilities

9. Representations and Warranties: Statements of fact and promises made by each party

10. Costs and Stamp Duty: Provisions regarding who bears the costs of the novation and any stamp duty requirements

11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

12. Execution: Signature blocks for all parties