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Novation agreement (ab initio)

This is a three party agreement, under which one party (the transferor) transfers its rights and obligations under an existing contract (the transferring contract) to another person (the transferee) who was not originally a party to the transferring contract. The other party to that transferring contract remains in place and acknowledges and agrees to the transfer.

The transfer of rights is backdated (ab initio) such that all rights and obligations arising under the transferring contract are transferred. In other words, the transfer includes rights and obligations arising after the inception of the transferring contract but before the execution of the novation agreement.

The legal position is similar to that which would have obtained had the transferee been the original contracting party in the place of the transferor.

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Novation agreement (ab initio) contents

  1. Definitions: definitions.
  2. Novation: transferee's obligations re novation ab initio; counterparty's obligations re novation ab initio; releases upon novation ab initio.
  3. Indemnity: first party indemnifies second party upon breach of novated contract.
  4. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  5. Counterparts: counterparts.
  6. Law and jurisdiction: governing law; jurisdiction.

ATTACHMENT 1 (COPY OF TRANSFERRING CONTRACT)

    Prompt to insert transferring contract.