Scribd
Upload
98 views3 pages

Novation Agreement Template UAE

Uploaded by

MUDASIR REHMAN
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
98 views3 pages

Novation Agreement Template UAE

Uploaded by

MUDASIR REHMAN
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

THIS NOVATION AGREEMENT is made between

(1) [insert full name of COMPANY], a private company incorporated in [insert country]
(number: [insert]) whose registered office is at [insert address] ("noon"),

(2) [insert full name of OLD COMPANY], a private company incorporated in [insert country]
(number: [insert]) whose registered office is at [insert address] ("Company"); and

(3) [insert full name of NEW COMPANY], a private company incorporated in [insert country]
(number: [insert]) whose registered office is at [insert address] ("Successor").

each a "Party", together the "Parties".

RECITALS:

A. This Agreement is supplemental to the Contract.


B. The Parties wish to transfer the provision of services under the Contract from the
Company to the Successor
C. Upon novation the Parties wish to amend the terms of the Contract in accordance with
this Agreement.

The Parties agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 The expressions which follow are given these meanings unless the context in which they
are used requires a different meaning:
"Agreement" means this Novation Agreement;
"Contract" means the agreement dated [insert] and entered into between Company and noon
whereby Company agreed to provide [include a description of services/product]; and
"Dispute" means any dispute, difference, or question of interpretation arising out of or in
connection with this Agreement, (including any dispute regarding pre-contractual negotiations,
the existence, validity, or termination of this Agreement, or the consequences of non-existence
or invalidity of this Agreement) whether contractual or non-contractual; and
"Effective Date" means [insert effective date of novation] regardless of the date of signature of
this Agreement.

2. NOVATION
With effect from the Effective Date the Contract is novated from Company and noon to the
Successor and noon and the following provisions of this Agreement shall take effect:
2.1 Successor agrees to perform the Contract in place of Company and to be bound by it in
every way as if it had been an original party to it.

2.2 Successor undertakes to noon that in accordance with the terms of the Contract,
including but not limited to the limitation of liability provisions, it shall be liable for the costs,
losses, and damages of noon as a result of: (a) any breach of the Contract by Company prior to
the Effective Date; and (b) any breach of the Contract by Successor on or after the Effective
Date.

2.3 Noon agrees to perform its obligations under the Contract and be bound by it in every
way as if the Successor had originally been named in it in place of the Company.

2.4 Noon releases and discharges Company from all duties, liability, claims, and demands
whatsoever arising out of or in respect of the Contract and accepts the performance of the
Contract by and the liability of Successor in place of Company as from the date of the Contract
(or from the date on which Company first commenced work in relation to the Contract,
whichever is the earlier).

2.5 Company releases and discharges noon from all duties, liability, claims, and demands
whatsoever arising out of or in respect of the Contract whether prior to, on, or after the Effective
Date.

3. GOVERNING LAW AND JURISDICTION


This Agreement and any non-contractual obligation arising out of or in connection with this
Agreement and any Dispute shall be governed by Dubai law and the Dubai courts will have
authority to settle any Dispute.

4. MISCELLANEOUS

4.1 The Contract, as novated and amended by this Agreement, shall continue in full force
and effect.

4.2 In the event of any conflict or inconsistency between the terms of the Contract and the
terms of this Agreement then the terms of this Agreement shall prevail and be applied.

IN WITNESS WHEREOF the parties or their duly authorized representatives have executed this
Agreement as follows:

Signed for and on behalf of noon

Signature………………………………

Name…………………………………..
Title…………………………………….

Date……………………………………

Signed for and on behalf of [Insert full company name of Company]

Signature………………………………

Name…………………………………..

Title…………………………………….

Date……………………………………

Signed for and on behalf of [Insert full company name of Successor]

Signature………………………………

Name…………………………………..

Title…………………………………….

Date……………………………………

Common questions

Powered by AI

The novation agreement handles potential disputes by defining 'Dispute' to include any disagreements about pre-contractual negotiations, the existence, validity, or termination of the agreement, and the consequences of its non-existence or invalidity. It also stipulates that any such Dispute, whether contractual or non-contractual, shall be governed by Dubai law and settled by the Dubai courts .

Releasing and discharging parties from duties and liabilities in this context implies that the original party, the Company, is freed from any future claims or demands by Noon related to the contract. This acts as a legal mechanism to facilitate a clean transfer of responsibilities and risks to the Successor, ensuring that Noon cannot pursue the Company for issues arising after the effective date, thus delineating responsibilities clearly among the parties .

Post-novation, the agreement shifts liability dynamics by releasing the Company from any claims and demands from Noon related to the contract, both prior to and after the effective date. The Successor, in turn, assumes liability for any breaches by the Company before the effective date and its own breaches thereafter. Noon also agrees to accept these changes by acknowledging the discharge of the Company's duties under the contract .

The document highlights that the novation agreement is to be executed by duly authorized representatives of each party through signatures. Each representative is required to sign on behalf of their respective company, providing their name, title, and the date of execution, thereby formalizing the agreement and ensuring proper authorization and legal binding .

The agreement includes specific provisions where the Successor undertakes to perform the original contract's terms, including accepting liability for any breaches by the Company prior to the effective date and any breaches by the Successor itself on or after the effective date. These provisions ensure the Successor is legally bound to fulfill the original contractual responsibilities .

The novation agreement addresses potential conflicts by stipulating that in the event of any inconsistency between the terms of the original contract and the novation agreement, the terms of the novation agreement shall prevail. This clause ensures that the most current and intended legal understanding governs the obligations and rights of the parties .

Definitions and interpretations are crucial in structuring the novation agreement as they provide clarity and consistency in understanding the terms used throughout the document. This section ensures that specific terms such as 'Agreement,' 'Contract,' 'Dispute,' and 'Effective Date' have precise meanings, which helps prevent ambiguities and potential misinterpretations in contractual obligations .

The novation agreement ensures the continuance of the existing contract by explicitly stating that the contract, as novated and amended by the agreement, shall remain in full force and effect. This clause reaffirms the contract's ongoing validity and applicability despite the substitution of parties and any amendments made .

The primary legal effect of the novation agreement is the substitution of obligations from the Company to the Successor, making the Successor responsible for performing the contractual duties originally undertaken by the Company. The agreement releases the Company from its obligations and liabilities under the original contract while obligating the Successor to assume these responsibilities, as if it had been an original party to the contract .

The governing law and jurisdiction are established by stipulating that the agreement and any non-contractual obligations arising from it, including disputes, will be governed by Dubai law and settled by the Dubai courts. This provides a clear legal framework and venue for resolving any issues that may arise .

You might also like