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Novation And Amendment Agreement
"I need a Novation and Amendment Agreement to transfer our IT service agreement from our current supplier TechCorp to their successor company NewTech Solutions, while also updating the service levels and extending the term until March 2025."
1. Parties: Identifies the original parties to the agreement (Original Obligor and Original Obligee) and the New Party
2. Background: Recitals explaining the original agreement, reason for novation, and proposed amendments
3. Definitions and Interpretation: Defines key terms including Original Agreement, Effective Date, and Novation Date; sets out interpretation rules
4. Novation: Core provisions effecting the transfer of rights and obligations from the Original Obligor to the New Party
5. Amendments to Original Agreement: Details of specific amendments being made to the Original Agreement
6. Release and Discharge: Provisions releasing the Original Obligor from future obligations and the Original Obligee's acceptance
7. Continuing Obligations: Specifies which obligations continue and which terminate under the Original Agreement
8. Representations and Warranties: Standard representations from all parties regarding capacity and authority to enter into the agreement
9. Costs and Expenses: Allocation of costs related to the novation and amendment process
10. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction
1. Conditions Precedent: Include when novation is subject to certain conditions being met before becoming effective
2. Security Arrangements: Include when existing security needs to be released, transferred, or new security created
3. Tax Provisions: Include when there are specific tax implications that need to be addressed
4. Regulatory Compliance: Include when the novation requires regulatory approvals or notifications
5. Confidentiality: Include when confidential information will be shared with the New Party
6. Data Protection: Include when personal data is being transferred or processed
7. Transition Provisions: Include when there needs to be a transition period or handover process
1. Schedule 1 - Original Agreement: Copy or details of the agreement being novated
2. Schedule 2 - Amendments: Detailed list of amendments to the Original Agreement
3. Schedule 3 - Conditions Precedent: List of any conditions that must be satisfied before novation takes effect
4. Schedule 4 - Transfer Documents: Forms of any additional transfer documentation required
5. Schedule 5 - Completion Requirements: List of actions and documents required at completion
6. Appendix A - Amended and Restated Agreement: Clean version of the agreement incorporating all amendments
7. Appendix B - Notice Forms: Template notices to third parties regarding the novation
Authors
Financial Services
Real Estate
Construction
Information Technology
Manufacturing
Professional Services
Healthcare
Energy
Telecommunications
Transportation and Logistics
Retail
Education
Legal
Finance
Commercial
Operations
Risk and Compliance
Corporate Secretariat
Business Development
Procurement
Project Management
Executive Leadership
Legal Counsel
Contract Manager
Commercial Director
Chief Financial Officer
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Project Manager
Corporate Secretary
General Counsel
Finance Director
Managing Director
Chief Executive Officer
Procurement Manager
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