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Partial Novation Agreement

Partial Novation Agreement Template for Malaysia

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Key Requirements PROMPT example:

Partial Novation Agreement

"I need a Partial Novation Agreement under Malaysian law to transfer 40% of our manufacturing obligations to a new subsidiary company, while retaining all intellectual property rights and quality control obligations under the original contract, with the transfer to take effect from March 1, 2025."

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Document background
A Partial Novation Agreement is used when there is a need to transfer some, but not all, rights and obligations under an existing contract to a new party. This commonly occurs in corporate restructurings, joint venture modifications, or project reassignments. The document, governed by Malaysian law, must clearly identify which aspects of the original agreement are being novated and which remain unchanged. It requires careful consideration of the Contracts Act 1950 and related Malaysian legislation. The agreement should include comprehensive details about the original contract, specific rights and obligations being transferred, those being retained, effective date of transfer, and any conditions precedent. This type of agreement is particularly crucial in ensuring smooth business transitions while maintaining legal certainty for all parties involved.
Suggested Sections

1. Parties: Identifies all parties involved: the original contracting parties and the incoming party

2. Background: Describes the original agreement, the reason for partial novation, and the intent of the parties

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

4. Partial Novation: Details which specific rights and obligations are being transferred to the new party

5. Retained Obligations: Specifies which obligations remain with the original contracting party

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

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

8. Costs and Stamp Duty: Allocation of costs and responsibility for stamp duty payments

9. Governing Law and Jurisdiction: Confirms Malaysian law as governing law and specifies jurisdiction for disputes

Optional Sections

1. Consent and Acknowledgment: Required when original agreement specifically requires written consent for novation from certain parties

2. Security and Guarantees: Needed when existing security arrangements need to be addressed or new security is required

3. Regulatory Compliance: Required when the novation involves regulated activities or requires regulatory approval

4. Transitional Provisions: Used when there needs to be a transition period for the transfer of obligations

5. Tax Provisions: Included when there are specific tax implications that need to be addressed

Suggested Schedules

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

2. Novated Rights and Obligations: Detailed list of specific rights and obligations being transferred to the new party

3. Retained Rights and Obligations: Detailed list of rights and obligations remaining with the original party

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

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Construction

Manufacturing

Energy

Telecommunications

Real Estate

Information Technology

Infrastructure

Professional Services

Healthcare

Relevant Teams

Legal

Compliance

Finance

Operations

Risk Management

Commercial

Project Management

Business Development

Corporate Secretariat

Contract Administration

Relevant Roles

Legal Counsel

Contract Manager

Corporate Lawyer

Chief Legal Officer

Company Secretary

Commercial Director

Project Manager

Business Development Manager

Risk Manager

Compliance Officer

Chief Financial Officer

Operations Director

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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