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Partial Novation Agreement
"I need a UAE law Partial Novation Agreement to transfer 50% of our maintenance service obligations under an existing facility management contract to a new service provider, while retaining all payment collection rights, with the transfer to be effective from March 1, 2025."
1. Parties: Identifies the Existing Party (remaining party), the Transferor (outgoing party), and the Transferee (incoming party)
2. Background: Details of the original agreement, reason for partial novation, and summary of which obligations are being transferred
3. Definitions: Defines key terms including 'Original Agreement', 'Novated Rights and Obligations', 'Retained Rights and Obligations', and 'Effective Date'
4. Interpretation: Rules for interpreting the agreement, including references to time, currency, and linguistic interpretation
5. Partial Novation: Core provision detailing which rights and obligations are being transferred from Transferor to Transferee
6. Retained Rights and Obligations: Specification of which rights and obligations remain with the original parties
7. Effective Date and Conditions Precedent: When the novation takes effect and any conditions that must be met
8. Release and Discharge: Release of Transferor from novated obligations and confirmation of continuing obligations
9. Representations and Warranties: Standard representations from all parties regarding capacity and authority
10. Costs and Expenses: Allocation of costs related to the preparation and execution of the agreement
11. Notices: Process and contact details for formal communications between parties
12. Governing Law and Jurisdiction: Confirms UAE law as governing law and specifies jurisdiction for disputes
1. Confidentiality: Required if the original agreement contains confidentiality provisions that need to be explicitly addressed in the novation
2. Tax Provisions: Include if the novation has specific tax implications that need to be addressed
3. Intellectual Property: Required if IP rights are being transferred as part of the novated rights
4. Employee Matters: Include if the novation involves transfer of employee-related obligations
5. Security Arrangements: Required if any security or guarantees need to be addressed or transferred
6. Further Assurance: Optional clause requiring parties to take additional steps to give effect to the novation
1. Original Agreement: Copy or extract of the original agreement being partially novated
2. Novated Rights and Obligations: Detailed list of specific rights and obligations being transferred
3. Retained Rights and Obligations: Detailed list of rights and obligations remaining with original parties
4. Conditions Precedent: List of any conditions that must be satisfied before novation takes effect
5. Form of Notice to Third Parties: Template for notifying relevant third parties of the partial novation
6. Required Consents: List of third-party consents required and their status
Authors
Definitions
Partial Novation
Transfer of Rights
Transfer of Obligations
Retained Rights and Obligations
Release and Discharge
Continuing Obligations
Representations and Warranties
Conditions Precedent
Effective Date
Further Assurance
Assignment
Amendments
Severability
Entire Agreement
Notices
Counterparts
Costs
Confidentiality
Governing Law
Jurisdiction
Third Party Rights
Execution
Construction
Real Estate
Financial Services
Energy and Resources
Infrastructure
Technology
Manufacturing
Healthcare
Telecommunications
Professional Services
Legal
Commercial
Finance
Operations
Risk and Compliance
Corporate Secretariat
Business Development
Project Management
Contract Administration
Legal Counsel
Contract Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Project Manager
Risk Manager
Compliance Officer
Chief Financial Officer
Operations Director
Corporate Secretary
General Counsel
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