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Partial Novation Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Partial Novation Agreement

"I need a Partial Novation Agreement under Hong Kong law to transfer 60% of our manufacturing supply obligations to our subsidiary company, while retaining all payment receipt rights under the original agreement, with the transfer to take effect from March 1, 2025."

Document background
The Partial Novation Agreement is a critical legal instrument used when there's a need to transfer some, but not all, rights and obligations under an existing contract to a new party. This document type is particularly relevant in scenarios such as corporate restructuring, partial business transfers, or project assignments where complete novation is not desired or practical. Under Hong Kong law, this agreement must clearly identify the novated and retained elements, ensure proper consent from all parties, and comply with relevant Hong Kong ordinances and common law principles. The document typically includes detailed schedules specifying transferred and retained obligations, necessary representations and warranties, and provisions for effective date and conditions precedent. It's especially important in complex commercial arrangements where partial transfer of contractual responsibilities needs to be executed with precision and legal certainty.
Suggested Sections

1. Parties: Identifies the Original Party (Transferor), the New Party (Transferee), and the Continuing Party

2. Background: Recitals explaining the original agreement, the relationship between parties, and the intention to partially novate certain rights and obligations

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

4. Partial Novation: Core section detailing which specific rights and obligations are being transferred to the New Party

5. Retained Rights and Obligations: Specifies which rights and obligations remain with the Original Party

6. Effective Date and Conditions Precedent: Specifies when the novation takes effect and any conditions that must be met beforehand

7. Representations and Warranties: Standard representations from each party regarding capacity, authority, and validity

8. Continuing Party's Consent: Express consent of the Continuing Party to the partial novation arrangement

9. Costs and Stamp Duty: Allocation of costs and responsibility for any applicable stamp duty

10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction

11. Execution: Signature blocks for all parties

Optional Sections

1. Security Arrangements: Include when existing security needs to be addressed or new security is being provided

2. Confidentiality: Include when there's sensitive information being shared that needs protection

3. Tax Provisions: Include when the novation has specific tax implications that need to be addressed

4. Regulatory Compliance: Include when the transfer requires regulatory notifications or approvals

5. Further Assurance: Include when parties need to commit to additional future actions to perfect the novation

6. Third Party Rights: Include when rights of third parties need to be explicitly addressed under the Contracts (Rights of Third Parties) Ordinance

Suggested Schedules

1. Schedule 1 - Original Agreement: Copy or details of the agreement being partially novated

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

3. Schedule 3 - Retained Rights and Obligations: Detailed list of rights and obligations remaining with the Original Party

4. Schedule 4 - Form of Notice to Third Parties: Template for notifying relevant third parties of the partial novation

5. Schedule 5 - Conditions Precedent: List of any conditions that must be satisfied before the novation becomes effective

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

Banking

Insurance

Real Estate

Construction

Infrastructure

Manufacturing

Technology

Telecommunications

Energy

Healthcare

Professional Services

Retail

Logistics

Relevant Teams

Legal

Finance

Commercial

Risk & Compliance

Corporate Secretarial

Operations

Business Development

Project Management

Executive Management

Relevant Roles

Legal Counsel

Senior Legal Manager

Contract Manager

Commercial Director

Chief Legal Officer

Business Development Manager

Project Manager

Risk Manager

Compliance Officer

Corporate Secretary

Finance Director

Chief Financial Officer

Operations Director

Managing Director

Chief Executive Officer

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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