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The Assignment And Novation Agreement is a crucial legal instrument used in Philippine business and commercial transactions when one party wishes to transfer its entire position in a contract to a third party. This document is commonly utilized during corporate restructuring, business acquisitions, or when a party needs to exit a contractual relationship while ensuring business continuity. The agreement must comply with Philippine Civil Code provisions regarding assignment of rights (Articles 1311-1313) and novation (Articles 1290-1304). It's essential for situations where a simple assignment isn't sufficient, as it provides for both the transfer of rights and the assumption of obligations, along with the release of the original party. The document typically includes detailed provisions about the timing of the transfer, any conditions that must be met, and necessary consents from all parties involved. This type of agreement is particularly important in ensuring smooth business transitions while maintaining legal compliance and protecting all parties' interests.

1. Parties: Identifies the Assignor (original party), Assignee (new party), and the Continuing Party (other party to the original contract)

2. Background: Describes the original contract, explains the context for the assignment and novation, and outlines the parties' intentions

3. Definitions: Defines key terms used throughout the agreement, including 'Original Contract', 'Effective Date', and other relevant terms

4. Assignment: Details the assignment of rights from Assignor to Assignee

5. Novation: Specifies the novation of obligations and the release of the Assignor

6. Effective Date and Timing: Establishes when the assignment and novation take effect

7. Consideration: States the consideration (if any) for the assignment and novation

8. Representations and Warranties: Contains basic representations from all parties regarding their capacity and authority to enter into the agreement

9. Further Assurance: Requires parties to take necessary actions to give effect to the agreement

10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and determines jurisdiction for disputes

11. Execution: Signature blocks for all parties