Novation agreement—long form

Produced in partnership with Jon Chapman of Clarkslegal LLP
Precedents

Novation agreement—long form

Produced in partnership with Jon Chapman of Clarkslegal LLP

Precedents
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This Agreement 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 Agreement.

    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

Jon Chapman
Jon Chapman

Senior Consultant, Clarkslegal LLP


Jon is a senior consultant at Clarkslegal LLP. He has experience at senior level in private practice with Clifford Chance, as well as in-house in the energy and media industries. He has extensive experience in Corporate matters, such as mergers and acquisitions and corporate finance, and in Commercial matters, including asset sale and purchase agreements, intellectual property licensing, data protection, contracts for the supply of goods and services and franchising.

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Jurisdiction(s):
United Kingdom
Key definition:
Novation definition
What does Novation mean?

Novation is the method by which the parties to an existing contract 'transfer' the rights and obligations of that contract to a third party. Novation is not strictly a transfer of rights and obligations but a discharge of the rights and obligations between contracting parties and a recreation of them with a third party (replacing an original contracting party) and one (or more) of the contracting parties to the original contract. A novation requires consideration and consent.

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