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The Partial Novation Agreement is a specialized legal instrument used when parties wish to transfer some, but not all, rights and obligations under an existing contract to a new party. This document is particularly relevant in South African business contexts where corporate restructuring, asset transfers, or operational changes require the selective transfer of contractual obligations. The agreement must comply with South African contract law principles and clearly delineate which obligations are being novated and which remain with the original parties. It is commonly used in scenarios such as corporate reorganizations, project refinancing, or when businesses want to transfer specific contractual responsibilities while maintaining others. The document includes detailed provisions for the effective date of transfer, representations and warranties, and the continuing effect of the original agreement on non-novated terms.

1. Parties: Identification of the original contracting parties (Original Obligor and Original Obligee) and the new party (New Obligor/Obligee)

2. Background: Details of the original agreement, the rationale for partial novation, and identification of rights/obligations to be novated

3. Definitions and Interpretation: Definitions of key terms, including 'Original Agreement', 'Novated Rights/Obligations', 'Retained Rights/Obligations', and interpretation rules

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

5. Effective Date: Specification of when the partial novation takes effect

6. Retained Rights and Obligations: Clear statement of which rights and obligations remain with the original parties

7. Representations and Warranties: Statements by all parties regarding their capacity and authority to enter into the novation

8. Release and Discharge: Release of original party from novated obligations and acknowledgment of new party's assumption

9. Continuing Effect of Original Agreement: Confirmation that non-novated terms remain in full force and effect

10. Governing Law and Jurisdiction: Specification of South African law as governing law and jurisdiction for disputes

11. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments