A Partial Novation Agreement is a crucial legal instrument used when parties wish to modify specific aspects of an existing contractual relationship while maintaining others unchanged. Under Philippine law, this document type is commonly employed in scenarios such as corporate restructuring, assignment of specific contract rights, or when changing specific terms of complex commercial arrangements. The agreement must clearly identify the original contract, specify which obligations are being novated, detail the new arrangements, and confirm which obligations remain unchanged. The document must comply with the Civil Code of the Philippines and relevant commercial regulations, particularly regarding the formation and modification of contracts. This type of agreement is especially important in complex business transactions where a complete novation is neither necessary nor desirable, allowing parties to maintain beneficial aspects of their existing relationship while modifying others to meet changing circumstances.
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1. Parties: Identification of all parties to the novation agreement, including the original contracting parties and any new parties
2. Background: Recitals explaining the context of the original agreement and the reason for partial novation
3. Definitions: Definitions of key terms used in the agreement, including references to the Original Agreement and Novated Obligations
4. Interpretation: Rules for interpreting the agreement, including references to schedules and time calculations
5. Partial Novation: Core section specifying which obligations are being novated and the terms of the novation
6. Continuing Obligations: Clear statement of which obligations from the original agreement remain in full force and effect
7. Effective Date: Specification of when the novation takes effect
8. Representations and Warranties: Standard representations and warranties from all parties regarding their capacity and authority to enter into the novation
9. Costs and Expenses: Provisions regarding who bears the costs of preparing and executing the novation
10. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Security Arrangements: Include if there are any security interests or guarantees affected by the novation
2. Tax Provisions: Include if the novation has specific tax implications that need to be addressed
3. Confidentiality: Include if there are specific confidentiality requirements beyond those in the original agreement
4. Release and Discharge: Include if any party needs to be released from specific obligations as part of the novation
5. Conditions Precedent: Include if the novation is subject to certain conditions being met before becoming effective
1. Schedule 1 - Original Agreement: Copy of the original agreement being partially novated
2. Schedule 2 - Novated Obligations: Detailed list and description of the specific obligations being novated
3. Schedule 3 - Continuing Obligations: Detailed list and description of the obligations that remain unchanged
4. Schedule 4 - Form of Notice: Template for any required notices to third parties regarding the novation
5. Schedule 5 - Completion Requirements: List of any documents or actions required to complete the novation
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