Deed Of Novation (Construction) Template for Hong Kong

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Key Requirements PROMPT example:

Deed Of Novation (Construction)

"I need a Deed of Novation (Construction) to transfer our existing construction contract from ABC Contractors Ltd to XYZ Building Co Ltd as part of our corporate restructuring, with the novation to take effect from March 1, 2025; the project is a commercial development in Hong Kong and we need to ensure all existing warranties and bonds are properly transferred."

Document background
The Deed Of Novation (Construction) is a crucial document in Hong Kong's construction and development landscape, used when there is a need to substitute one party for another in an existing construction contract. This situation commonly arises during corporate restructuring, company acquisitions, or when a contractor needs to be replaced due to performance issues or financial difficulties. The deed ensures a smooth transition by explicitly transferring all rights, obligations, and liabilities from the outgoing party to the incoming party, while preserving the continuing party's interests. Operating under Hong Kong law, particularly the Conveyancing and Property Ordinance and construction industry regulations, this document requires careful drafting to address specific aspects such as outstanding works, payments, warranties, and security arrangements. It's essential for maintaining project continuity and managing legal risks in construction projects.
Suggested Sections

1. Parties: Identifies the three parties involved: (1) the Original Party (outgoing), (2) the New Party (incoming), and (3) the Continuing Party

2. Background: Recitals explaining the original contract, reason for novation, and intention of the parties

3. Definitions: Defines key terms including Original Contract, Novation Date, and any construction-specific terms

4. Novation: Core clause effectuating the novation, transfer of rights and obligations

5. Release of Original Party: Formal release of the outgoing party from its obligations under the Original Contract

6. Assumption by New Party: New Party's assumption of the Original Party's rights and obligations

7. Continuing Party's Consent: Continuing Party's formal consent to the novation and agreement to be bound

8. Effective Date: Specifies when the novation takes effect and any conditions precedent

9. Representations and Warranties: Each party's representations regarding their capacity and authority to enter into the deed

10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

11. Execution: Formal execution blocks meeting Hong Kong deed requirements

Optional Sections

1. Outstanding Payments: Include when there are existing payment obligations to be addressed as part of the novation

2. Work in Progress: Include when there are ongoing construction works that need specific provisions for transition

3. Intellectual Property: Include when the construction contract involves significant IP rights or design elements

4. Security Interests: Include when there are bonds, guarantees, or other security interests to be transferred or replaced

5. Insurance: Include when specific insurance arrangements need to be addressed

6. Disputes: Include when there are existing disputes that need to be addressed or preserved

7. Confidentiality: Include when specific confidentiality obligations need to be preserved or established

Suggested Schedules

1. Schedule 1 - Original Contract: Copy or details of the contract being novated

2. Schedule 2 - Outstanding Works: List of incomplete works and their status at novation date

3. Schedule 3 - Outstanding Payments: Details of any payments due or retentions held under the Original Contract

4. Schedule 4 - Relevant Notices and Correspondence: Key notices or correspondence that survive the novation

5. Schedule 5 - Transferred Security Interests: Details of any security interests being transferred

6. Appendix A - Form of Notice to Third Parties: Template notice informing other project stakeholders of the novation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Construction

Real Estate Development

Infrastructure

Civil Engineering

Commercial Property

Residential Development

Industrial Construction

Public Works

Urban Development

Architecture and Design

Relevant Teams

Legal

Construction

Project Management

Commercial

Procurement

Risk and Compliance

Operations

Technical Services

Contract Administration

Corporate Secretariat

Relevant Roles

Construction Manager

Project Director

Legal Counsel

Contract Administrator

Commercial Director

Project Manager

Development Manager

Risk Manager

Procurement Manager

General Counsel

Construction Director

Technical Director

Chief Operating Officer

Managing Director

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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