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Partial Novation Agreement Template for Australia

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Key Requirements PROMPT example:

Partial Novation Agreement

"I need a Partial Novation Agreement for transferring 60% of our software maintenance obligations to a new service provider while retaining customer support obligations, with the transfer to be effective from March 1, 2025."

Document background
The Partial Novation Agreement is a sophisticated legal instrument used when an organization needs to transfer some, but not all, of its contractual rights and obligations to another party. This document is particularly relevant in situations such as corporate restructuring, partial business acquisitions, or project transitions where a complete novation is not desired or practical. Under Australian law, the agreement must carefully address both the novated and retained portions of the original contract, ensuring compliance with state and federal legislation. The document typically includes detailed schedules identifying transferred and retained obligations, necessary consents, and transition arrangements. It's essential to ensure the agreement complies with Australian contract law principles and relevant state-specific requirements, particularly regarding execution and enforcement.
Suggested Sections

1. Parties: Identifies the Original Obligor, Original Obligee, and New Party (Incoming Party)

2. Background: Details of the original agreement, reason for partial novation, and overview of which obligations/rights are being transferred

3. Definitions and Interpretation: Defines key terms including 'Original Agreement', 'Novated Rights and Obligations', 'Retained Rights and Obligations', 'Effective Date'

4. Novation: Core provisions detailing the partial transfer of rights and obligations from the Original Obligor to the New Party

5. Retained Obligations: Explicitly states which obligations remain with the Original Obligor

6. Effective Date and Implementation: Specifies when the novation takes effect and any conditions precedent

7. Warranties and Representations: Warranties from all parties regarding their capacity and authority to enter into the novation

8. Release and Continuation: Release of Original Obligor for novated obligations and confirmation of continuing obligations

9. Costs and Stamp Duty: Allocation of costs and stamp duty related to the novation

10. General Provisions: Standard boilerplate clauses including governing law, notices, and execution requirements

Optional Sections

1. Transition Arrangements: Include when there are specific operational or practical matters that need to be addressed during the transition period

2. Security Arrangements: Include when existing security needs to be addressed or new security is required from the New Party

3. Consent of Other Parties: Include when other parties' consent to the novation is required but not obtained before signing

4. Tax Provisions: Include when there are specific tax implications that need to be addressed

5. Intellectual Property: Include when the novated rights include or affect intellectual property rights

6. Confidentiality: Include when specific confidentiality arrangements need to be established between all three parties

Suggested Schedules

1. Original Agreement: Copy or summary of the original agreement being partially novated

2. Novated Rights and Obligations: Detailed list or description of the specific rights and obligations being transferred to the New Party

3. Retained Rights and Obligations: Detailed list or description of the rights and obligations remaining with the Original Obligor

4. Required Consents: List of third-party consents required and their status

5. Transition Plan: If applicable, detailed plan for implementing the partial novation

6. Form of Notices: Template notices to third parties regarding the partial novation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses


























Relevant Industries

Financial Services

Construction and Infrastructure

Energy and Resources

Technology and Software

Professional Services

Manufacturing

Real Estate

Healthcare

Telecommunications

Transport and Logistics

Relevant Teams

Legal

Commercial

Finance

Operations

Risk and Compliance

Corporate Development

Project Management Office

Business Development

Contract Administration

Company Secretariat

Relevant Roles

Legal Counsel

Contract Manager

Project Manager

Commercial Manager

Chief Legal Officer

Business Development Manager

Corporate Lawyer

Compliance Officer

Risk Manager

Operations Manager

Finance Manager

Company Secretary

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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