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DEED OF NOVATION

________________________________________________________________________

Parties 1st Party, having its address at ___________________________________


____________________________________________________________
___________________________________________________________ .
(specify party) of (specify address) (Subcontractor)
(specify party) of (specify address) (Beneficiary)
________________________________________________________________________

Recitals
1. By agreement dated _________ (Contract), the 1st party engaged the 2nd party for,
and the 2nd party agreed to undertake ___________________________________
for the project known as _____________________.

2. Subject to this agreement, the Beneficiary has agreed to accept the Beneficiary in
place of the 1st party's liabilities and obligations under the Contract.

3. Subject to this agreement, the 2nd party has agreed to accept the Beneficiary in
place of the 1st party for the performance of the obligations of the 1st party and to
release completely and discharge the 1st party from all of its obligations under the
contract and from all claims and demands in respect of it.

A. GENERAL TERMS

1. Beneficiary assumes 1st party's Obligations

The Beneficiary must perform all of the obligations of the 1st party under
the contract which are not performed at the date of this agreement. The
Beneficiary is bound by the contract as if the Beneficiary had originally
been named in the Contract in place of the 2nd party.

2. Release and discharge

Subject to the 1st party paying the 2nd party all fees due to it at the date of
this agreement, the 2nd party:

a. releases and forever discharges the 1st party from its obligations
under the contract and from all claims and demands in respect of
the Contract; and

b. subject to this agreement, accepts the liability of the Beneficiary in


place of the liability of the 1st party.

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3. 2nd Party's obligations

The 2nd party must perform its obligation under, and be bound by the
contract as if the Beneficiary was originally named in the Contract in place
of the 1st party.

4. Warranty

The 2nd party warrants to the Beneficiary that, in the performance of its
obligations under the Contract to the date of this agreement, it has used the
professional skill, care and diligence that would be expected of an
experienced 2nd party in projects or activities of a similar nature, so as to
ensure that:

a. The works are suitable for their intended purposes and specified in
the Contract; and

b. The works:

(i) Comply with all relevant legislation and relevant


subordinate legislation and governmental authorities;

(ii) All relevant standards applicable to the project; and

(iii) All other requirements of the Contract

5. Confidentiality

The 2nd party must not, and must ensure that its employees and secondary
2nd party's do not, without the 1st party's written approval, disclosure or
give to any person any document or other information that is the property
of the 1st party (or any copy or record of any such document or
information), or any confidential report concerning the business or
finances of the 1st party acquired by the 2nd party before, on or after the
date of this agreement ( whether under the Contract or this agreement),
except for the purposes of performing its obligations under the Contract.

6. Fees

(1) The parties acknowledges and agreed that:

(a) The 1st party has paid the 2nd party in the amount of ______
_______________ , being all fees due to the 2nd party from
the 1st party under the Contract at the date of this
agreement; and

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(b) The Beneficiary will pay the 2nd party the amount of
___________ in respect of the 2nd party's outstanding
obligations under the Contract.

7. Governing law

This agreement is governed by the laws of ______________________ and


the applicable laws of the__________________ and the parties agree to
submit to the exclusive jurisdiction of the courts of the state.

8. Execution

Executed as an agreement.

SIGNED by 1st Party by its authorized


representative:

_________________________________
Signature of authorized representative

_________________________________
Name of the authorized representative

EXECUTED by 2nd Party in


accordance with the

_________________________________
Signature of authorized representative

_________________________________
Name of authorized representative

EXECUTED by Beneficiary's Name


in accordance with the

_________________________________
Signature of authorized representative

_________________________________
Name of authorized representative

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Legal Documents series of 2010

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