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Deed Of Novation (Construction)
"I need a Deed of Novation (Construction) to replace our original contractor ABC Construction Ltd with XYZ Builders Ltd on our commercial building project in Auckland, with the transfer to take effect from March 15, 2025, including transfer of all warranties and current subcontractor arrangements."
1. Parties: Identifies the three key parties: the Principal (Continuing Party), the Original Contractor (Outgoing Party), and the New Contractor (Incoming Party)
2. Background: Describes the original construction contract, reason for novation, and context of the arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the deed
4. Novation: Core clause that effects the novation, transferring rights and obligations from Original Contractor to New Contractor
5. Effective Date: Specifies when the novation takes effect and any conditions precedent
6. Release and Assumption of Obligations: Details the release of the Original Contractor and assumption of obligations by the New Contractor
7. Outstanding Payments: Addresses treatment of payments due or outstanding under the original contract
8. Work in Progress: Handles transition of ongoing works and partially completed works
9. Warranties and Representations: Warranties given by each party regarding their capacity and authority to enter into the deed
10. Security Arrangements: Addresses transfer or replacement of existing security, bonds, or guarantees
11. General Provisions: Standard provisions including governing law, notices, counterparts, and costs
1. Intellectual Property: Required when specific IP rights need to be transferred or licensed as part of the novation
2. Subcontractor Arrangements: Include when existing subcontractor relationships need to be addressed
3. Insurance: Required when specific insurance arrangements need to be transferred or new policies established
4. Dispute Resolution: Optional detailed dispute resolution procedures beyond standard provisions
5. Third Party Rights: Include when there are significant third party interests that need to be addressed
6. Step-in Rights: Required when principal or financier step-in rights need to be preserved or modified
1. Schedule 1 - Original Contract: Copy or details of the original construction contract being novated
2. Schedule 2 - Outstanding Works: List of works yet to be completed at the time of novation
3. Schedule 3 - Outstanding Payments: Details of any payments, retentions, or claims outstanding at novation
4. Schedule 4 - Transferred Securities: List of securities, bonds, or guarantees being transferred or replaced
5. Schedule 5 - Conditions Precedent: List of conditions that must be satisfied before novation takes effect
6. Appendix A - Form of Notice to Subcontractors: Template notice informing subcontractors of the novation
7. Appendix B - Transferred Documentation: List of project documents, warranties, and certificates being transferred
Authors
Agreed Sum
Business Day
Claim
Completion Date
Construction Contract
Construction Works
Continuing Party
Contract Documents
Deed
Defects Liability Period
Effective Date
Encumbrance
Existing Securities
GST
Incoming Party
Intellectual Property Rights
Liability
Loss
New Securities
Notice
Original Contract
Outgoing Party
Outstanding Works
Parties
Performance Bond
Practical Completion
Project
Project Documents
Retained Liability
Retention Monies
Security Interest
Site
Subcontractors
Substituted Party
Training Date
Transition Period
Variations
Warranties
Work in Progress
Assignment
Release and Discharge
Assumption of Obligations
Works in Progress
Outstanding Payments
Securities and Bonds
Warranties and Representations
Indemnities
Liability
Insurance
Intellectual Property
Confidentiality
Documentation and Records
Subcontractor Arrangements
Dispute Resolution
Notices
Costs and Stamp Duty
GST
Governing Law
Severability
Amendment
Waiver
Further Assurance
Counterparts
Entire Agreement
Force Majeure
Assignment and Novation
Third Party Rights
Step-in Rights
Time of the Essence
Survival of Terms
Commercial Construction
Residential Construction
Infrastructure Development
Industrial Construction
Property Development
Civil Engineering
Mining and Resources
Government and Public Works
Healthcare Construction
Education Construction
Legal
Construction
Commercial
Procurement
Operations
Risk and Compliance
Project Management
Finance
Property Development
Contract Administration
Construction Manager
Project Director
Legal Counsel
Contract Administrator
Commercial Manager
Project Manager
Risk Manager
Procurement Manager
Operations Director
Chief Executive Officer
Development Manager
Construction Law Specialist
Quantity Surveyor
Financial Controller
Site Manager
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