The Novation And Amendment Agreement is a crucial legal instrument used in the United Arab Emirates when parties need to both transfer contractual obligations and modify existing agreement terms. It's commonly required in situations such as corporate restructuring, assignment of contracts, change of service providers, or when business relationships need significant reformation. The document must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and related commercial legislation, particularly regarding the novation of obligations and contract amendments. It includes comprehensive details about the original agreement, the parties involved (continuing, outgoing, and incoming), specific rights and obligations being transferred, and any amendments to the original terms. This document type is particularly important in the UAE business environment where complex commercial relationships often require formal legal documentation of both transfers and modifications of contractual relationships.
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1. Parties: Identification of all parties: the continuing party, the outgoing party, and the incoming party
2. Background: Context of the original agreement, reason for novation, and summary of amendments being made
3. Definitions and Interpretation: Definitions of key terms, including the Original Agreement, Effective Date, and interpretation rules
4. Novation: Core provisions regarding the transfer of rights and obligations from outgoing to incoming party
5. Release and Discharge: Release of outgoing party from obligations and discharge of continuing party's obligations to outgoing party
6. Amendments to Original Agreement: Specific amendments being made to the original agreement
7. Effective Date and Conditions Precedent: When the novation and amendments take effect and any conditions that must be met
8. Representations and Warranties: Standard representations from each party regarding capacity and authority
9. Costs and Expenses: Allocation of costs related to the novation and amendment process
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. Counterparts: Provision for execution in multiple counterparts
12. Entire Agreement: Confirmation that this document represents the entire agreement regarding the novation and amendments
1. Security and Guarantees: Required when existing security or guarantees need to be addressed or new ones provided
2. Tax Provisions: Include when the novation has specific tax implications that need to be addressed
3. Intellectual Property: Required when the novation involves transfer of IP rights
4. Confidentiality: Include when additional confidentiality obligations need to be imposed
5. Third Party Rights: Required when rights of third parties are affected by the novation
6. Further Assurance: Include when parties need to commit to additional actions post-completion
7. Notices: Include when specific notice requirements differ from original agreement
1. Schedule 1 - Original Agreement: Copy or details of the agreement being novated
2. Schedule 2 - Amendments: Detailed list of all amendments being made to the original agreement
3. Schedule 3 - Rights and Obligations: Comprehensive list of rights and obligations being transferred
4. Schedule 4 - Conditions Precedent: List of conditions that must be satisfied before the novation takes effect
5. Schedule 5 - Form of Notices: Template notices required to effect the novation
6. Schedule 6 - Completion Requirements: List of documents and actions required at completion
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