DEED OF NOVATION

THIS DEED is made on the [Day] day of [Month] [Year].

BETWEEN:

[Name of Outgoing Party] ([ACN/ABN]) of [Address] (the Outgoing Party);

AND

[Name of Remaining Party] ([ACN/ABN]) of [Address] (the Remaining Party);

AND

[Name of Incoming Party] ([ACN/ABN]) of [Address] (the Incoming Party);

RECITALS

A. The Outgoing Party and the Remaining Party entered into a contract dated [Date of Original Contract] ([Name of Original Contract]) (the Original Contract).

B. The Outgoing Party has agreed with the Remaining Party and the Incoming Party to novate the Original Contract so that the Incoming Party replaces the Outgoing Party as a party to the Original Contract.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 In this Deed, unless the context otherwise requires: (a) “Agreement” means this Deed; (b) “Effective Date” means the date of execution of this Deed; (c) words importing the singular include the plural and vice versa; (d) words importing one gender include the other genders.

2. NOVATION

2.1 On and from the Effective Date, the Outgoing Party, the Remaining Party and the Incoming Party agree that: (a) the Incoming Party is substituted for the Outgoing Party as a party to the Original Contract; (b) the Outgoing Party is released from all liabilities and obligations under the Original Contract; and (c) the Original Contract is novated and remains in full force and effect between the Remaining Party and the Incoming Party.

2.2 The Outgoing Party assigns to the Incoming Party all of its rights, title and interest in the Original Contract.

3. RELEASE

3.1 The Remaining Party releases the Outgoing Party from all claims, demands and actions arising out of or in connection with the Original Contract.

3.2 The Outgoing Party releases the Remaining Party from all claims, demands and actions arising out of or in connection with the Original Contract prior to the Effective Date.

4. INDEMNITY

4.1 The Incoming Party indemnifies the Outgoing Party against any loss, damage or cost suffered by the Outgoing Party arising from any breach of the Original Contract by the Incoming Party on or after the Effective Date.

4.2 The Outgoing Party indemnifies the Incoming Party against any loss, damage or cost suffered by the Incoming Party arising from any breach of the Original Contract by the Outgoing Party prior to the Effective Date.

5. FURTHER ASSURANCE

5.1 Each party must do everything necessary (including executing documents) to give effect to this Deed.

6. COSTS

6.1 Each party pays its own costs of negotiating and preparing this Deed.

7. GOVERNING LAW

7.1 This Deed is governed by the laws of [State/Territory, e.g., New South Wales].

7.2 Each party submits to the non-exclusive jurisdiction of the courts of [State/Territory].

EXECUTION

[Signatures blocks for all three parties with Witness details]

SIGNED for and on behalf of Outgoing Party:

---

Signature of Director/Party

Name: ___________________

Witness Name: ___________

Witness Signature: _______

[Repeat for Remaining Party and Incoming Party]