NOVATION AGREEMENT
THIS AGREEMENT is made the ,___day of _______________, 20___ Between: ,[Name] of [Address] (“Party A”); and ,[Name] of [ Address] (“Party B”); and ,[Name] of [ Address] (“Party C”). WHEREAS:
A. Party A and Party B are parties to an agreement dated ,[Date], a copy of which is
annexed hereto (“the Existing Agreement”).
B. All parties hereto have agreed that Party C shall become a party to the Existing
Agreement in place of Party B. NOW IT IS HEREBY AGREED AS FOLLOWS:
1. With effect from ,[Date] (“the Novation Date”), Party C shall become a party to the
Existing Agreement in place of Party B. For such purpose, it is hereby agreed that Party
C shall acquire all the rights and benefits and, as Party C hereby undertakes to Party A,
assume all the duties and obligations of Party B, set out in the Existing Agreement.
2. In consideration of Party C entering into this Agreement, Party A hereby releases and
discharges Party B absolutely from any and all duties and obligations pursuant to the
Existing Agreement arising on or after the Novation Date *EITHER ,[and Party A
hereby releases and discharges Party B absolutely from any and all liabilities pursuant
thereto which have arisen or may arise at any time prior to the Novation Date]. OR
[Such release and discharge shall be without prejudice to Party A’s rights (if any)
againstParty B in respect of any breach of the Existing Agreement by Party B at any
time prior to the Novation Date]. 1
3. This Agreement shall be governed by, and construed in all respects in accordance with,
the laws of the People’s Republic of China (“PRC”) and the parties hereby irrevocably
submit to the non-exclusive jurisdiction of the courts of the PRC. SIGNED by ,
[for and on behalf of] [Name of Party A] SIGNED by ,
[for and on behalf of] [Name of Party B] SIGNED by ,
[for and on behalf of] [Name of Party C] 2 ANNEXURE
,[Attach a Copy of the Existing Agreement] 3
