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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."
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
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
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
Applicable Laws
Business Day
Conditions Precedent
Continuing Party
Construction Documents
Construction Works
Effective Date
Encumbrance
Existing Contract
Existing Security
Hong Kong
Intellectual Property Rights
Liabilities
New Party
New Security
Novation
Novation Date
Original Contract
Original Party
Outstanding Works
Parties
Project
Project Site
Retained Liabilities
Rights and Obligations
Security Interest
Site Documents
Subcontractors
Transferred Rights
Variations
Works
Working Day
Novation
Transfer of Rights and Obligations
Release and Discharge
Assumption of Liabilities
Continuing Party Consent
Outstanding Works
Payment Provisions
Security Interests
Representations and Warranties
Construction Warranties
Work in Progress
Site Access
Insurance
Intellectual Property
Confidentiality
Notices
Further Assurance
Assignment
Severability
Entire Agreement
Variation
Waiver
Costs
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Third Party Rights
Construction
Real Estate Development
Infrastructure
Civil Engineering
Commercial Property
Residential Development
Industrial Construction
Public Works
Urban Development
Architecture and Design
Legal
Construction
Project Management
Commercial
Procurement
Risk and Compliance
Operations
Technical Services
Contract Administration
Corporate Secretariat
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
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