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.
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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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OR
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
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.
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
Relevant legal definitions
Clauses
Interpretation
Novation
Release and Discharge
Assumption of Rights and Obligations
Effective Date
Conditions Precedent
Representations and Warranties
Continuing Effect
Further Assurance
Assignment
Confidentiality
Costs and Expenses
Notices
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Indemnity
Force Majeure
Survival
Novation
Release and Discharge
Assumption of Rights and Obligations
Effective Date
Conditions Precedent
Representations and Warranties
Continuing Effect
Further Assurance
Assignment
Confidentiality
Costs and Expenses
Notices
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Indemnity
Force Majeure
Survival
Relevant Industries
Relevant Teams
Relevant Roles
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