Novation Agreement 2 - Free Download
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Novation Agreement 2
Novation Agreement 2
Sample Novation Agreement
1
DATE: [
date
]
PARTIES:
(1) [
COMPANY NAME
], a [limited company / public limited company] incorporated in [England
and Wales] (registration number [
number
]) having its registered office at [
address
] (the
Transferor”);
(2) [
COMPANY NAME
], a [limited company / public limited company] incorporated in [England
and Wales] (registration number [
number
]) having its registered office at [
address
] (the
Transferee”); and
(3) [
COMPANY NAME
], a [limited company / public limited company] incorporated in [England
and Wales] (registration number [
number
]) having its registered office at [
address
] (the
Counterparty”).
BACKGROUND:
(A) On [
date
] the Transferor and the Counterparty entered into an [agreement]
2
relating to
[
subject matter
] [(a copy of which is annexed to this Agreement)] (the “Contract”).
(B) The parties have agreed that the Transferee will assume the rights and obligations of the
Transferor under the Contract, in accordance with the terms of this Agreement.
AGREEMENT:
1. Definitions
In this Agreement:
Agreement” means this novation agreement;
Contract” has the meaning given to it in the Background section; and
Novation Date” means [
date
].
2. Transferee's obligations
2.1 The Transferee undertakes to the Counterparty to observe and perform the Contract and be
bound by its terms from the Novation Date, and accordingly all the obligations and liabilities
of the Transferor owed to the Counterparty under the Contract arising on or after the
Novation Date shall become the obligations and liabilities of the Transferee owed to the
Counterparty.
...
1
This template can be used to novate (transfer) the rights and obligations of one party under a contract (the Transferor) to
another person (the Transferee).
As a matter of English law, whilst the benefit of a contract may be assignable without the consent of the counterparty, the
burden may not. Hence the need for novation agreements.
Novation agreements are widely used following corporate transactions to regularise the contractual position of an entity
that has purchased an ongoing business.
2
You should take care to precisely identify the contract being novated. If the contract has been amended since execution,
you should specify that the amendments are part of the “Contract” as defined here. You may want to annex a copy of the
contract being novated to this Agreement.
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