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Novation And Amendment Agreement
"I need a Novation and Amendment Agreement to transfer our software development contract from our UK subsidiary to our new Irish entity, while updating the payment terms and service levels in the original agreement, with completion planned for March 2025."
1. Parties: Identifies all parties to the agreement including the outgoing party, incoming party, and remaining party
2. Background: Sets out the context of the original agreement and reason for novation
3. Definitions: Defines key terms used throughout the agreement including Original Agreement, Effective Date, and other relevant terms
4. Novation: Core provision transferring rights and obligations from outgoing to incoming party
5. Amendments: Details of any amendments to the original agreement
6. Release of Obligations: Release of outgoing party from future obligations and confirmation of remaining party's consent
7. Governing Law and Jurisdiction: Specifies English and Welsh law as governing law and relevant courts' jurisdiction
1. Conditions Precedent: Used when novation is conditional on certain events or requirements being met before becoming effective
2. Warranties: Representations about capacity and authority of each party to enter into the agreement
3. Costs: Provisions regarding the allocation of costs related to the novation process
4. Confidentiality: Provisions regarding the confidential treatment of information shared during the novation process
5. Data Protection: Specific provisions regarding handling of personal data, particularly relevant if GDPR considerations apply
1. Schedule 1 - Original Agreement: Copy of the agreement being novated
2. Schedule 2 - Amendments Schedule: Detailed list of specific amendments being made to the original agreement
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion of the novation
4. Schedule 4 - Company Resolutions: Corporate authorizations and board resolutions where required
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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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