Free Deed Of Novation

I. Parties to the Deed

Assignor: [Your Company Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Your Company Address].

Assignee: [Assignee's Company Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Assignee's Company Address].

Counterparty: [Counterparty's Company Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Counterparty's Company Address].

II. Background

• [Your Company Name] has entered into an agreement with [Counterparty's Company Name] dated January 1, 2050 (the "Original Agreement").

• The Assignor intends to sell its business, or a division thereof, to [Assignee's Company Name], including the transfer of rights and obligations under the Original Agreement.

• The Assignee agrees to assume the rights and obligations under the Original Agreement.

• The Counterparty consents to this transfer and acknowledges the Assignee as the new party to the Original Agreement.

III. Agreement

1. Assignment of Rights

• [Your Company Name] assigns all of its rights, title, and interest in the Original Agreement to [Assignee's Company Name] as of [Effective Date].

2. Assumption of Obligations

• [Assignee's Company Name] agrees to assume and perform all obligations, duties, and liabilities under the Original Agreement from December 1, 2050, onward.

3. Consent of Counterparty

• [Counterparty's Company Name] consents to the assignment and assumption of rights and obligations as outlined above.

IV. Warranties and Representations

1. Assignor's Warranties

• [Your Company Name] warrants that it has the full legal right to assign the rights and obligations under the Original Agreement to [Assignee's Company Name].

• [Your Company Name] further warrants that the Original Agreement is valid and enforceable, with no pending claims or disputes.

2. Assignee's Warranties

• [Assignee's Company Name] warrants that it is fully capable of performing the obligations under the Original Agreement and will comply with all terms and conditions therein.

3. Counterparty's Representations

• [Counterparty's Company Name] acknowledges that it has reviewed the terms of this Deed and consents to the assignment and assumption of rights and obligations.

V. Governing Law and Jurisdiction

• This Deed shall be governed by and construed in accordance with the laws of [Jurisdiction].

• Any disputes arising from this Deed shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].

VI. Miscellaneous Provisions

1. Entire Agreement

• This Deed constitutes the entire agreement between the parties concerning the assignment and assumption of the Original Agreement. Any prior agreements or understandings are null and void.

2. Amendment

• This Deed may only be amended in writing and signed by all parties.

3. Counterparts

• This Deed may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

4. Notices

• Any notice required under this Deed shall be in writing and sent to the address of each party as stated above.

VII. Signatures

[Your Name]

[Your Company Name]

[Date Signed]

[Authorized Representative Name]

[Assignee's Company Name]

[Date Signed]

[Authorized Representative Name]

[Counterparty's Company Name]

[Date Signed]

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