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Deed Of Novation And Variation
"I need a Deed of Novation and Variation to transfer our IT services agreement from our current provider ABC Tech to new provider XYZ Solutions, effective March 1, 2025, while also updating the service levels and payment terms."
1. Parties: Identifies all parties to the deed: the original parties to the agreement being novated and the incoming party
2. Background: Recitals explaining the original agreement, the reason for novation, and any variations required
3. Definitions: Defines key terms used in the deed, including references to the original agreement and relevant dates
4. Interpretation: Sets out rules for interpreting the deed, including references to legislation and time periods
5. Novation: Core provision releasing the outgoing party and transferring rights and obligations to the incoming party
6. Variations: Details of any amendments being made to the original agreement
7. Effective Date: Specifies when the novation and variations take effect
8. Representations and Warranties: Standard warranties from each party regarding their capacity and authority to enter into the deed
9. Further Assurance: Obligation on parties to execute further documents if needed to give effect to the deed
10. Costs: Allocation of costs related to the preparation and execution of the deed
11. Governing Law and Jurisdiction: Confirms Irish law as governing law and Irish courts' jurisdiction
12. Execution: Formal execution blocks meeting Irish law requirements for deeds
1. Conditions Precedent: Used when the novation is conditional upon certain events or actions occurring
2. Confidentiality: Include if sensitive information is being shared or if original agreement contains confidentiality provisions that need to be addressed
3. Tax Provisions: Required if there are specific tax implications or allocations that need to be addressed
4. Intellectual Property: Include if IP rights are being transferred or need special treatment under the novation
5. Data Protection: Required if personal data processing is involved in the transferred agreement
6. Third Party Rights: Include if any third party rights under the original agreement need to be addressed
7. Notices: Include if specific notice requirements differ from the original agreement
1. Original Agreement: Copy of the agreement being novated
2. Variations: Detailed list of all amendments being made to the original agreement
3. Conditions Precedent: If applicable, list of conditions that must be satisfied
4. Required Consents: Copies of third-party consents required for the novation
5. Assets and Liabilities: If applicable, detailed list of assets and liabilities being transferred
6. Form of Notices: Template notices to third parties regarding the novation
Authors
Financial Services
Construction
Real Estate
Information Technology
Manufacturing
Professional Services
Healthcare
Energy
Telecommunications
Transport and Logistics
Education
Retail
Legal
Finance
Commercial
Procurement
Operations
Compliance
Risk Management
Corporate Secretariat
Business Development
Project Management
Legal Counsel
Contract Manager
Commercial Director
Chief Financial Officer
Business Development Manager
Project Manager
Procurement Manager
Risk Manager
Company Secretary
Operations Director
Compliance Officer
General Counsel
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