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Tripartite Novation Agreement

Tripartite Novation Agreement Template for Singapore

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Key Requirements PROMPT example:

Tripartite Novation Agreement

"I need a Tripartite Novation Agreement under Singapore law to transfer our software development contract from ABC Tech Pte Ltd to XYZ Solutions Pte Ltd, with the transfer to take effect from March 1, 2025, and specific provisions for ongoing project milestones to be maintained."

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Document background
A Tripartite Novation Agreement is used when one party to an existing contract wishes to transfer their entire role, including both rights and obligations, to a new party. This document, governed by Singapore law, requires the explicit consent of all three parties involved: the Original Party who remains in the contract, the Outgoing Party who wishes to exit, and the Incoming Party who will take over. The agreement includes details of the original contract, the effective date of transfer, and provisions for the release of the Outgoing Party from their obligations. It's particularly useful in corporate restructuring, business acquisitions, or project transfers.
Suggested Sections

1. Parties: Identifies the three parties: Original Party, Outgoing Party, and Incoming Party

2. Background: Details of the original agreement and reason for novation

3. Definitions: Key terms used throughout the agreement

4. Novation: Core provisions regarding the transfer of rights and obligations

5. Release and Discharge: Release of outgoing party from obligations

6. Effective Date: When the novation takes effect

7. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Conditions Precedent: Conditions that must be met before novation becomes effective. Include when certain requirements must be fulfilled before novation.

2. Warranties: Representations about capacity and authority. Include when specific assurances are required from parties.

3. Costs: Allocation of costs related to novation. Include when costs need to be specifically addressed.

Suggested Schedules

1. Original Agreement: Copy of the agreement being novated

2. Outstanding Obligations: List of remaining obligations under original agreement

3. Consent Documents: Any required third-party consents or approvals

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
Relevant legal definitions















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Industries

Contract Act (Cap. 53): Primary legislation governing contract formation, enforcement, and general contractual principles in Singapore

Civil Law Act (Cap. 43): Legislation governing civil matters including rules regarding assignment and transfer of rights and obligations

Novation Requirements: Legal principles specific to novation including requirement for tripartite consent, discharge of original contract, and creation of new obligations

Industry-Specific Regulations: Any sector-specific regulations that may apply to the subject matter of the contract being novated

Stamp Duties Act: Requirements for stamp duty payment if the novation involves transfer of property rights

Companies Act (Cap. 50): Corporate law requirements including authority to execute documents and corporate capacity issues

International Law Considerations: Relevant international treaties, conventions, choice of law provisions, and jurisdiction clauses if the agreement has international elements

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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