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1. Parties: Identifies and defines the Original Party (outgoing), Continuing Party, and New Party (incoming)
2. Background: Recites the original contract details, relationship between parties, and reason for novation
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles, including references to the Original Contract
4. Novation: Core clause establishing the novation mechanism, transfer of rights and obligations, and effective date
5. Release and Assumption of Obligations: Specifies the release of the outgoing party and assumption of obligations by the incoming party
6. Accrued Rights and Liabilities: Addresses treatment of rights and liabilities that accrued before the novation date
7. Representations and Warranties: Essential representations by all parties regarding authority and capacity to enter into novation
8. Costs and Stamp Duty: Allocates responsibility for costs and any applicable stamp duty
9. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement
10. Execution: Formal execution blocks for all parties
1. Conditions Precedent: Used when novation is contingent on specific conditions being met
2. Consent of Continuing Party: Specific section for explicit consent when required by original contract or law
3. Security and Guarantee Arrangements: Required when existing securities or guarantees need to be addressed or new ones established
4. Intellectual Property Rights: Included when IP rights transfer is part of the novation
5. Employee Benefits and Entitlements: Necessary for employment-related novations involving benefit transfers
6. Asset Transfer Provisions: Required when physical or intangible assets are being transferred as part of the novation
7. Transitional Arrangements: Used when implementation of the novation requires a transition period
1. Schedule 1 - Original Contract: Copy or details of the contract being novated
2. Schedule 2 - Specific Rights and Obligations: Detailed list of rights and obligations being transferred
3. Schedule 3 - Assets and Liabilities Schedule: Itemized list of any assets or liabilities being transferred
4. Schedule 4 - Completion Requirements: Checklist of actions required to complete the novation
5. Appendix A - Consent Forms: Required consent forms from relevant parties
6. Appendix B - Transfer Documents: Additional documents required to effect specific transfers
Original Contract
Original Party
Continuing Party
New Party
Novation Date
Completion Requirements
Existing Rights
Existing Obligations
Accrued Rights
Accrued Liabilities
Business Day
Completion
Confidential Information
Contract Documents
Encumbrance
Governmental Agency
Insolvency Event
Intellectual Property Rights
Liability
Notice
Original Agreement Date
Permitted Encumbrance
Related Entity
Representative
Security Interest
Stamp Duty
Transaction Documents
Transition Period
Warranties
Release and Assumption
Accrued Rights and Obligations
Representations and Warranties
Conditions Precedent
Consent
Assignment
Confidentiality
Indemnity
Costs and Expenses
Stamp Duty
Notices
Governing Law
Jurisdiction
Further Assurance
Counterparts
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Dispute Resolution
Termination
Time of the Essence
Survival
Third Party Rights
Security Interests
Transitional Arrangements
Asset Transfer
Intellectual Property
Financial Services
Professional Services
Manufacturing
Construction
Information Technology
Healthcare
Education
Mining and Resources
Transport and Logistics
Real Estate and Property
Retail
Telecommunications
Legal
Human Resources
Finance
Compliance
Operations
Procurement
Risk Management
Commercial Operations
Corporate Services
Fleet Management
Contract Administration
Legal Counsel
Contract Manager
Human Resources Manager
Chief Financial Officer
Commercial Manager
Risk Manager
Compliance Officer
Operations Manager
Fleet Manager
Procurement Manager
Business Development Manager
Company Secretary
Finance Manager
HR Business Partner
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