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Partial Novation Agreement

Partial Novation Agreement Template for India

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Key Requirements PROMPT example:

Partial Novation Agreement

"I need a Partial Novation Agreement to transfer 60% of our IT services obligations to a new vendor while retaining the data storage portions with our current provider, with the transfer to be effective from March 1, 2025."

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Document background
The Partial Novation Agreement is essential in complex business transactions where parties need to transfer some, but not all, contractual obligations to a new party. This document is commonly used in scenarios such as corporate restructuring, partial business transfers, or when companies need to redistribute contractual responsibilities while maintaining certain original obligations. Under Indian law, this agreement must comply with the Indian Contract Act, 1872, and related legislation, making it crucial to clearly delineate which obligations are being novated and which remain with the original parties. The agreement typically includes detailed schedules outlining specific transferred and retained obligations, necessary consents, and compliance requirements. The Partial Novation Agreement is particularly valuable when full novation is not desired or practical, allowing businesses to maintain flexibility while ensuring legal certainty in their contractual relationships.
Suggested Sections

1. Parties: Identifies all parties involved: the original contracting parties and the incoming party

2. Background: Describes the original contract and the intention to partially novate certain rights/obligations

3. Definitions: Defines key terms used throughout the agreement, including the Original Contract, Novated Rights/Obligations, and Effective Date

4. Interpretation: Sets out rules for interpreting the agreement, including reference to time, currency, and statutory provisions

5. Novation: Core clause specifying which rights and obligations are being novated and to whom

6. Continuing Rights and Obligations: Specifies which rights and obligations remain with the original parties

7. Effective Date: Establishes when the novation takes effect

8. Release and Discharge: Releases the outgoing party from the novated obligations and the continuing party's acceptance

9. Representations and Warranties: Standard warranties from all parties regarding capacity and authority to enter into the agreement

10. Costs: Allocation of costs related to the preparation and execution of the novation

11. Governing Law and Jurisdiction: Specifies Indian law as governing law and establishes jurisdiction for disputes

Optional Sections

1. Conditions Precedent: Used when the novation is conditional upon certain events or actions occurring

2. Security Arrangements: Required when existing security needs to be addressed or new security is being provided

3. Tax Provisions: Included when the novation has specific tax implications that need to be addressed

4. Regulatory Compliance: Required when the novation requires regulatory approvals or notifications

5. Confidentiality: Added when specific confidentiality obligations need to be imposed regarding the novation

6. Further Assurance: Optional clause requiring parties to take additional steps to give effect to the novation if needed

7. Third Party Rights: Required when the novation affects rights of parties not directly involved in the novation

Suggested Schedules

1. Original Contract: Copy or details of the contract being partially novated

2. Novated Rights and Obligations: Detailed list of specific rights and obligations being transferred

3. Retained Rights and Obligations: Detailed list of rights and obligations remaining with original parties

4. Form of Notice to Third Parties: Template for notifying relevant third parties of the novation

5. Required Consents: List of third-party consents required for the novation

6. Completion Requirements: Checklist of actions required to complete the novation process

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Information Technology

Manufacturing

Construction

Real Estate

Healthcare

Telecommunications

Energy

Infrastructure

Professional Services

Retail

Transportation and Logistics

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Operations

Commercial

Strategy

Mergers & Acquisitions

Relevant Roles

Legal Counsel

Contract Manager

Chief Legal Officer

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Commercial Director

Project Manager

Operations Manager

General Counsel

Transaction Lawyer

Corporate Secretary

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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