Deed Of Novation (Construction) Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Deed Of Novation (Construction) is essential in New Zealand construction projects where there is a need to substitute one contractor for another in an existing construction contract. This situation may arise due to various circumstances such as contractor insolvency, strategic restructuring, or performance issues. The deed ensures compliance with New Zealand law, particularly the Construction Contracts Act 2002, Property Law Act 2007, and Contract and Commercial Law Act 2017. It comprehensively addresses the transfer of rights, obligations, and liabilities, including handling of existing securities, warranties, and work in progress. The document is crucial for maintaining project continuity while protecting the interests of all parties involved, including the principal, outgoing contractor, and incoming contractor.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Commercial Construction

Residential Construction

Infrastructure Development

Industrial Construction

Property Development

Civil Engineering

Mining and Resources

Government and Public Works

Healthcare Construction

Education Construction

Relevant Teams

Legal

Construction

Commercial

Procurement

Operations

Risk and Compliance

Project Management

Finance

Property Development

Contract Administration

Relevant Roles

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

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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