NOVATION AGREEMENT

 

 

 

This Novation Agreement (the “Agreement”) is effective [DATE],

 

 

BETWEEN:                   [YOUR FULL NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [COMPLETE ADDRESS]

 

 

AND:                            [SECOND PARTY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

 

AND:                            [THIRD PARTY NAME] (the "Third Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

 

 

WHEREAS the First Party and the Second Party have come into agreement to extinguish the original contract and supplement it with a new one.

 

WHEREAS the Third Party takes up the rights and obligations of the First or Second Party, as defined in the new contract.

 

WHEREAS the First and Second Party agree and consent to the Third Party assuming all liability and obligations in respect of the Contract from the Effective Date (as defined below).

 

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows:

 

 

  1. NOVATION

 

    1. As of the Effective Date, the First or Second Party transfers to the Third Party all of its rights, benefits and obligations under the Contract, including:

 

 

[LIST RIGHTS, BENEFITS AND OBLIGATIONS BEING TRANSFERRED TO THIRD PARTY]

 

 

    1. The Third Party agrees to perform and comply with the Contract and to be bound by its terms in every way as if the Third Party were the original Party to the Contract in place of the First or Second Party.

 

    1. The Third Party accepts their liability under the Contract in place of the liability of the First or Second Party.

 

 

  1. RELEASE OF OBLIGATIONS AND LIABILITIES

 

    1. From the Effective Date, the First Party and the Second Party release and discharge each other from all future obligations to the other under this Agreement, including:

 

 

[LIST RIGHTS, BENEFITS AND OBLIGATIONS BEING RELEASED]

 

 

    1. Nothing in this Agreement shall affect or prejudice any claim or demand that the First Party may have against the Second Party or the Second Party against the First Party with respect to matters occurring prior to the Effective Date.

 

 

  1. PAYMENTS FALLING DUE

 

    1. The First Party shall pay the Second Party any sums under the Contract falling due for payment before the Effective Date, in accordance with the payment terms set out in the Contract.

 

    1. For the avoidance of doubt, the due date in respect of any payment referred to in clauses 3.1 shall be determined in accordance with the terms of the Contract. Any apportionment of such monies shall be a matter to be determined by the Second and Third Party, with those Parties making any such balancing payments to each other as they may consider necessary.  The First Party shall have no involvement in such arrangements.

 

 

  1. AMENDMENTS

 

    1. None of the covenants, terms or conditions of this Agreement, to be kept and performed by either Party, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed, acknowledged and delivered by the other Party.

 

 

  1. NOTICES

 

    1. All notices to or demands upon Parties desired or required to be given under any of the provisions hereof, shall be in writing. Any notice or demand from Parties shall be deemed to have been duly and sufficiently given three business days after a copy thereof has been mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

 

If to the First Party:

If to the Second Party:

If to the Third Party:

 

 

  1. RELATIONSHIP OF PARTIES

 

    1. Nothing contained herein shall be deemed or construed by the Parties hereto, nor by any additional third party, as creating a relationship of principal and agent or of partnership, or of joint venture by the Parties hereto.

 

 

  1. CAPTIONS

 

    1. The captions of this Agreement are for convenience only and are not to be construed as part of this Agreement and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof.

 

 

  1. SEVERABILITY

 

    1. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, but each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

 

 

  1. APPLICABLE LAW

 

    1. This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].

 

 

  1. COUNTERPARTS

 

    1. This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

 

IN WITNESS WHEREOF, each Party to this Agreement has caused it to be executed at [place of execution] on the date indicated above.

 

 

PARTY 1

                                                                            

                                                                     

Authorized Signature

 

 

                                                                 

Print Name and Title                               

 

 

 

PARTY 2

                                                                            

                                                                     

Authorized Signature

 

 

                                                                 

Print Name and Title                               

 

 

 

PARTY 3

                                                                            

                                                                     

Authorized Signature

 

 

                                                                 

Print Name and Title