Deed of novation—long form
Produced in partnership with Jon Chapman of Clarkslegal LLP

The following Commercial precedent produced in partnership with Jon Chapman of Clarkslegal LLP provides comprehensive and up to date legal information covering:

  • Deed of novation—long form
  • BACKGROUND
  • 1 Definitions and interpretation
  • 2 Novation
  • 3 Warranties, representations and undertakings
  • 4 Amendments to the Original Contract
  • 5 Claims
  • 6 Conduct of Pre-Novation Claims
  • 7 Indemnities
  • 8 Counterparts
  • More...

Deed of novation—long form

This Deed is made on [date]

Parties

  1. 1

    [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Outgoing Party); and

  1. 2

    [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Incoming Party); and

  1. 3

    [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Remaining Party),

each of the Outgoing Party, Incoming Party and Remaining Party being a party and together the Outgoing Party, Incoming Party and Remaining Party are the parties.

BACKGROUND

    1. (A)

      The Outgoing Party wishes to transfer, by way of novation, its rights and obligations under the Original Contract (as defined below) to the Incoming Party, in accordance with this Deed.

    1. (B)

      The Outgoing Party wishes to be released and discharged from its[ future] obligations and liabilities under the Original Contract.

    1. (C)

      The Remaining Party agrees to release and discharge the Outgoing Party from its[ future] obligations and liabilities under the Original Contract on the basis that, among other things, the Incoming Party assumes the[ future] obligations and liabilities of the Outgoing Party under the Original Contract, in accordance with this Deed.

This Deed witnesses:

    1. 1

      Definitions and

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