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1. Parties: Identifies the three parties involved: the Original Party (transferor), the New Party (transferee), and the Continuing Party
2. Background: Recitals explaining the original contract, the reason for novation, and the parties' intentions
3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation rules
4. Novation: Core clause effecting the transfer of rights and obligations from the Original Party to the New Party
5. Release and Discharge: Releases the Original Party from its obligations and discharges any claims against them
6. New Party Undertakings: New Party's acceptance of obligations and commitment to perform the contract
7. Continuing Party Consent: Continuing Party's formal consent to the novation and acknowledgment of the new arrangement
8. Effective Date: Specifies when the novation takes effect
9. Representations and Warranties: Standard representations from all parties regarding their capacity and authority to enter into the agreement
10. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction for disputes
11. Execution: Signature blocks for all three parties
1. Outstanding Payments: Used when there are existing payments or financial obligations that need to be addressed as part of the novation
2. Confidentiality: Include when the novation involves sensitive commercial information
3. Third Party Rights: Required when the original contract affects rights of parties not directly involved in the novation
4. Tax Provisions: Include when the novation has significant tax implications
5. Regulatory Approvals: Required when the novation needs regulatory or governmental approval
6. Employee Matters: Include when the novation involves transfer of employees or employment relationships
7. Intellectual Property: Used when IP rights are being transferred as part of the novation
1. Schedule 1 - Original Contract: Copy or details of the contract being novated
2. Schedule 2 - Outstanding Obligations: List of all outstanding obligations under the original contract
3. Schedule 3 - Transferred Assets: Details of any assets being transferred as part of the novation
4. Schedule 4 - Required Consents: List of third-party consents required for the novation
5. Schedule 5 - Completion Requirements: Checklist of actions required to complete the novation
6. Appendix A - Form of Notice: Template for notifying relevant third parties of the novation
Original Contract
Effective Date
Completion Date
Original Party
New Party
Continuing Party
Novation
Outstanding Obligations
Transferred Rights
Transferred Obligations
Completion Requirements
Business Day
Confidential Information
Encumbrance
Governmental Authority
Liability
Loss
Material Adverse Effect
Parties
Related Parties
Representatives
Security Interest
UAE
Working Hours
Intellectual Property Rights
Original Contract Date
Relevant Jurisdiction
Transfer Date
Warranties
Applicable Law
Force Majeure
Governmental Approvals
Notice
Payment Obligations
Permitted Assigns
Transaction Documents
Contract Price
Dispute
Event of Default
Novation
Transfer of Rights and Obligations
Release and Discharge
Consent
Payment Obligations
Outstanding Liabilities
Representations and Warranties
Indemnification
Confidentiality
Data Protection
Force Majeure
Assignment
Notices
Amendment and Variation
Severability
Waiver
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Time of Essence
Succession
Relationship of Parties
Compliance with Laws
Anti-Corruption
Governing Law
Dispute Resolution
Language
Authority and Capacity
Performance Guarantee
Regulatory Compliance
Intellectual Property
Employee Matters
Insurance
Records and Audit
Termination
Survival
Construction
Real Estate
Banking and Finance
Energy and Resources
Technology
Manufacturing
Professional Services
Healthcare
Transportation and Logistics
Retail and Consumer
Education
Telecommunications
Legal
Human Resources
Finance
Procurement
Operations
Compliance
Risk Management
Commercial
Project Management
Business Development
Corporate Secretariat
Legal Counsel
Contract Manager
HR Director
Project Manager
Finance Director
Commercial Manager
Chief Executive Officer
Chief Financial Officer
Procurement Manager
Operations Director
Compliance Officer
Risk Manager
Business Development Manager
General Manager
Company Secretary
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