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Novation And Amendment Agreement
"Need a Novation and Amendment Agreement to transfer our software licensing agreement from our UK subsidiary to our Singapore entity, while updating the payment terms and territory restrictions, with completion targeted for March 2025."
1. Parties: Identifies all parties to the agreement including the existing parties and the incoming party
2. Background: Describes the original agreement, reason for novation, and intended outcome
3. Definitions: Defines key terms including the Original Agreement and Effective Date
4. Novation: Core provisions effecting the transfer of rights and obligations
5. Amendments: Specific amendments to the original agreement
6. Release and Discharge: Release of outgoing party from obligations
7. Governing Law and Jurisdiction: Specifies Singapore law and jurisdiction
1. Representations and Warranties: Additional assurances from parties, used when substantial rights/obligations are being transferred
2. Security Arrangements: Provisions regarding existing security, used when original agreement includes security arrangements
3. Costs: Allocation of costs related to novation, used when significant costs are involved in the novation process
1. Original Agreement: Copy of the agreement being novated
2. Amendments Schedule: Detailed list of amendments to original agreement
3. Consent Letters: Any required third-party consents to the novation
Authors
Amendment Date
Commencement Date
Completion
Continuing Party
Effective Date
Existing Agreement
Liabilities
New Party
Novation
Novation Date
Original Agreement
Original Party
Party
Parties
Related Agreements
Rights
Security
Surviving Provisions
Transfer
Transferee
Transferor
Transaction Documents
Variation
Novation
Transfer of Rights and Obligations
Release and Discharge
Amendments to Original Agreement
Consent and Acknowledgment
Representations and Warranties
Security and Guarantees
Costs and Expenses
Further Assurance
Confidentiality
Notices
Assignment
Severability
Entire Agreement
Variation and Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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