Assignment And Novation Agreement Template for United Arab Emirates

The Assignment And Novation Agreement is a crucial legal instrument used in the United Arab Emirates when one party wishes to transfer its contractual rights and obligations to a third party. This document is particularly relevant in scenarios such as corporate restructuring, mergers and acquisitions, project transfers, or when a party needs to exit a contractual relationship while ensuring business continuity. It must comply with UAE Civil Code requirements and typically includes detailed provisions about the original agreement, the rights and obligations being transferred, and the effective date of transfer. The document ensures all parties' interests are protected while maintaining the validity of the original contractual relationship under UAE law. It's especially important in commercial transactions where clear documentation of transfer of rights and assumption of obligations is essential for legal certainty and risk management.

1. Parties: Identifies and defines all three parties: the Assignor (original party transferring its rights/obligations), the Assignee (new party taking on the rights/obligations), and the Continuing Party (original counterparty)

2. Background: Describes the original agreement, the reason for the assignment and novation, and confirms all parties' consent to the arrangement

3. Definitions: Defines key terms including the Original Agreement, Effective Date, and any other relevant terms

4. Assignment: Details the assignment of rights from the Assignor to the Assignee

5. Novation: Specifies the novation of obligations and the release of the Assignor from its obligations

6. Effective Date: Establishes when the assignment and novation takes effect

7. Continuing Party's Consent: Explicit consent of the Continuing Party to the assignment and novation

8. Representations and Warranties: Standard representations from all parties regarding authority, capacity, and validity

9. Costs: Allocation of costs and expenses related to the agreement

10. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction for disputes

11. Execution: Signature blocks for all three parties