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Novation And Amendment Agreement
"I need a Novation and Amendment Agreement under Swiss law to transfer all rights and obligations under our software licensing agreement from our subsidiary company to our parent company, while also updating the payment terms and adding new data protection provisions."
1. Parties: Identification of the existing parties and the new party entering into the agreement
2. Background: Description of the original agreement, the reason for novation, and the intention to novate and amend certain provisions
3. Definitions: Definitions of key terms, including 'Original Agreement', 'Effective Date', and other relevant defined terms
4. Interpretation: Rules for interpreting the agreement, including references to the Original Agreement
5. Novation: Core provisions effecting the novation, transfer of rights and obligations, and release of the outgoing party
6. Amendments to Original Agreement: Specific amendments being made to the Original Agreement
7. Effective Date and Conditions Precedent: When the novation and amendments take effect and any conditions that must be satisfied
8. Representations and Warranties: Key representations by all parties regarding their capacity and authority
9. Costs and Expenses: Allocation of costs related to the novation and amendments
10. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Consent: Required if consent of additional parties is needed for the novation
2. Security Arrangements: Include if there are existing securities that need to be addressed or new securities to be created
3. Tax Provisions: Include specific tax-related provisions if the novation has significant tax implications
4. Transitional Provisions: Include if there need to be specific arrangements for the transition period
5. Surviving Provisions: Include if certain provisions of the Original Agreement need to specifically survive or terminate
6. Further Assurance: Include if parties need to take additional actions to perfect the novation
7. Data Protection: Include if the novation involves transfer of personal data under Swiss data protection laws
1. Original Agreement: Copy of the agreement being novated and amended
2. Amendments: Detailed list of amendments to the Original Agreement in tabular form
3. Conditions Precedent: List of any conditions that must be satisfied before the novation takes effect
4. Form of Notices: Template forms for any required notices related to the novation
5. Security Documents: Copies of relevant security documents if applicable
6. Powers of Attorney: If required for execution or implementation of the novation
Authors
Amended Agreement
Amendment Date
Closing Date
Conditions Precedent
Continuing Party
Effective Date
Encumbrance
Existing Agreement
Existing Rights and Obligations
Further Assurance
Novation
Novation Date
New Party
Original Agreement
Original Party
Outgoing Party
Parties
Permitted Encumbrance
Relevant Documents
Remaining Provisions
Representatives
Security
Security Documents
Surviving Provisions
Swiss Law
Transfer
Transferred Rights and Obligations
Warranties
Novation
Transfer of Rights and Obligations
Release and Discharge
Amendment
Representations and Warranties
Conditions Precedent
Effectiveness
Further Assurance
Costs and Expenses
Notices
Assignment
Severability
Entire Agreement
Counterparts
Confidentiality
Data Protection
Force Majeure
Governing Law
Jurisdiction
Waiver
Third Party Rights
Survival
Security
Indemnification
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Telecommunications
Construction
Energy
Healthcare
Professional Services
Retail
Transportation
Agriculture
Mining
Legal
Compliance
Finance
Risk Management
Commercial Operations
Business Development
Corporate Secretariat
Treasury
Operations
Contract Management
Project Management
Legal Counsel
Contract Manager
Chief Legal Officer
Business Development Manager
Commercial Director
Chief Financial Officer
Risk Manager
Compliance Officer
Corporate Secretary
Transaction Manager
Project Manager
Operations Director
General Counsel
Senior Legal Advisor
Partnership Manager
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