Novation Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone_number}}

Email: {{email_address}}

Website: {{website_address}}

NOVATION AGREEMENT

This NOVATION AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on this {{date_of_agreement}} (the "Effective Date"),

BETWEEN:

1. {{Original_Party_Name}}, a company incorporated in {{Country_of_Incorporation}}, with its registered office at {{Original_Party_Address}} (hereinafter referred to as "the Transferor");

2. {{Remaining_Party_Name}}, a company incorporated in {{Country_of_Incorporation}}, with its registered office at {{Remaining_Party_Address}} (hereinafter referred to as "the Remaining Party"); and

3. {{New_Party_Name}}, a company incorporated in {{Country_of_Incorporation}}, with its registered office at {{New_Party_Address}} (hereinafter referred to as "the Transferee").

The Transferor, the Remaining Party, and the Transferee are hereinafter collectively referred to as "the Parties" and individually as "Party."

RECITALS

WHEREAS, the Transferor and the Remaining Party are parties to a certain agreement titled {{Original_Agreement_Title}} dated {{Original_Agreement_Date}} (hereinafter referred to as "the Original Agreement"), a copy of which is attached hereto as Schedule A;

WHEREAS, the Transferor wishes to transfer all its rights, obligations, and liabilities under the Original Agreement to the Transferee;

WHEREAS, the Transferee is willing to accept such transfer and assume all rights, obligations, and liabilities of the Transferor under the Original Agreement;

WHEREAS, the Remaining Party consents to such novation and agrees to release the Transferor from its obligations under the Original Agreement and accept the Transferee as a party thereto in place of the Transferor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. NOVATION

1.1. With effect from the Effective Date, the Transferor hereby novates, assigns, transfers, and sets over to the Transferee all its rights, title, interest, benefits, obligations, and liabilities under and in respect of the Original Agreement.

1.2. The Transferee hereby accepts the novation and agrees to assume all the rights, title, interest, benefits, obligations, and liabilities of the Transferor under the Original Agreement as if the Transferee had been an original party to the Original Agreement in place of the Transferor.

1.3. The Remaining Party hereby consents to the novation of the Original Agreement and agrees to accept the Transferee as a party to the Original Agreement in place of the Transferor with effect from the Effective Date.

2. RELEASE AND DISCHARGE

2.1. The Remaining Party hereby releases and forever discharges the Transferor from all its obligations, duties, and liabilities, whether present, future, or contingent, arising under or in connection with the Original Agreement, with effect from the Effective Date.

2.2. The Remaining Party acknowledges and agrees that with effect from the Effective Date, the Transferee shall be solely liable for the performance of all obligations and duties and for all liabilities arising under the Original Agreement.

3. INDEMNITY

3.1. The Transferee hereby agrees to indemnify and hold harmless the Transferor and the Remaining Party from and against any and all claims, demands, losses, damages, costs, expenses, and liabilities of whatsoever nature (including legal fees on a full indemnity basis) arising out of or in connection with the Original Agreement from the Effective Date.

3.2. The Transferor agrees to indemnify and hold harmless the Remaining Party from and against any and all claims, demands, losses, damages, costs, expenses, and liabilities of whatsoever nature (including legal fees on a full indemnity basis) arising out of or in connection with the Original Agreement prior to the Effective Date.

4. WARRANTIES AND REPRESENTATIONS

4.1. Each Party represents and warrants to the other Parties that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

4.2. The Transferor represents and warrants that as of the Effective Date, there are no outstanding breaches or defaults under the Original Agreement and that it has not received any notice of default from the Remaining Party.

5. GOVERNING LAW AND JURISDICTION

5.1. This Agreement shall be governed by and construed in accordance with the laws of {{Governing_Law_Country}}.

5.2. The Parties irrevocably agree that the courts of {{Jurisdiction_City}}, {{Jurisdiction_Country}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

6. ENTIRE AGREEMENT

6.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the same.

7. COUNTERPARTS

7.1. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one and same agreement.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Novation Agreement on the Effective Date first written above.

_____________________________

By: {{Transferor_Signatory_Name}}

Title: {{Transferor_Signatory_Title}}

For and on behalf of {{Original_Party_Name}}

_____________________________

By: {{Remaining_Party_Signatory_Name}}

Title: {{Remaining_Party_Signatory_Title}}

For and on behalf of {{Remaining_Party_Name}}

_____________________________

By: {{Transferee_Signatory_Name}}

Title: {{Transferee_Signatory_Title}}

For and on behalf of {{New_Party_Name}}