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Assignment And Novation Agreement
"I need an Assignment And Novation Agreement to transfer all rights and obligations under our software licensing agreement from our UK subsidiary to our parent company, with the transfer to take effect from 1 March 2025."
1. Parties: Identifies all parties to the agreement including the assignor, assignee, and other contracting party
2. Background: Explains the context of the original agreement and reason for assignment/novation
3. Definitions: Defines key terms used throughout the agreement including 'Original Agreement', 'Effective Date', 'Assigned Rights'
4. Assignment/Novation: Core provisions detailing the transfer of rights and obligations from assignor to assignee
5. Effective Date: Specifies when the assignment/novation takes effect and any conditions precedent
6. Consent: Contains express consent of all parties to the assignment/novation and acknowledgment of terms
7. Governing Law and Jurisdiction: Specifies that the agreement is governed by English and Welsh law and establishes jurisdiction
1. Release of Original Party: Used in novations to explicitly release the original party from their obligations under the Original Agreement
2. Outstanding Payments: Addresses treatment of any payments or obligations that are due under the Original Agreement
3. Warranties and Representations: Additional warranties regarding the assigned rights/obligations and authority to enter into the agreement
4. Data Protection: Provisions dealing with transfer of personal data if relevant under UK GDPR and Data Protection Act 2018
1. Schedule 1 - Original Agreement: Copy of the agreement being assigned/novated
2. Schedule 2 - Rights and Obligations: Detailed list of specific rights and obligations being transferred under the agreement
3. Schedule 3 - Consent Documents: Copies of any third-party consents required for the assignment/novation
Authors
Assignee
Assignor
Assignment Date
Business Day
Completion
Confidential Information
Effective Date
Encumbrance
Existing Agreement
Liabilities
Novation Date
Original Agreement
Original Contract
Original Party
Outstanding Obligations
Parties
Remaining Party
Rights
Transferring Rights
Transferring Obligations
Transfer Date
Warranties
Novation
Consent
Release
Continuing Effect
Warranties and Representations
Outstanding Obligations
Payment Provisions
Costs and Expenses
Confidentiality
Further Assurance
Severability
Entire Agreement
Notices
Governing Law
Jurisdiction
Third Party Rights
Counterparts
Amendment and Variation
Waiver
Indemnities
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Assignment And Novation Agreement
A legal document under English and Welsh law that enables the transfer of contractual rights and obligations between parties, either through assignment or novation.
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