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The Novation and Amendment Agreement is a specialized legal document used in Pakistani business and commercial contexts when there is a need to both substitute one party to a contract with another and modify the original contract's terms. This document type is particularly relevant when businesses undergo restructuring, in M&A scenarios, or during project reassignments where the incoming party needs different terms than those in the original agreement. Governed by the Pakistani Contract Act 1872 and related commercial legislation, it must carefully address both the transfer of rights and obligations and clearly specify any amendments to the original agreement. The document typically includes detailed provisions about the timing of the transfer, any conditions that must be met, and specific amendments to the original terms, while ensuring all parties' interests are protected under Pakistani law.

1. Parties: Identification of all parties: the continuing party, the outgoing party, and the incoming party

2. Background: Recitals explaining the original agreement, the reason for novation, and the intention to amend certain terms

3. Definitions: Definitions of key terms, including 'Original Agreement', 'Effective Date', and specific terms relevant to the amendments

4. Interpretation: Rules for interpreting the agreement, including references to the original agreement

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

6. Amendments to Original Agreement: Specific modifications to the original agreement's terms and conditions

7. Release and Discharge: Release of the outgoing party from obligations and confirmation of discharge

8. Effective Date and Conditions Precedent: When the novation and amendments take effect and any conditions that must be met

9. Representations and Warranties: Statements of fact and assurances from each party

10. Costs and Stamp Duty: Allocation of costs, including stamp duty and registration fees

11. Governing Law and Jurisdiction: Confirmation of Pakistani law as governing law and jurisdiction for disputes

12. Entire Agreement: Confirmation that this document represents the entire agreement regarding the novation and amendments