In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below.

"Effective Date" means the date on which this Agreement has been duly executed by all of the Parties, as further stipulated in the section titled Effective Date.

"Original Contract" means the services agreement entered into between the Outgoing Party and the Remaining Party on [Date of Original Contract], as the same may have been amended, varied or supplemented from time to time prior to the Effective Date, pursuant to which the Outgoing Party agreed to render services to the Remaining Party, including all schedules, annexes, exhibits and ancillary documents forming an integral part thereof.

"Obligations" means all duties, liabilities, covenants, undertakings, warranties, indemnities and obligations of any nature whatsoever (whether present or future, actual or contingent, express or implied, arising at law or in equity) of the Outgoing Party arising under, out of or in connection with the Original Contract.

"Rights" means all rights, benefits, interests, claims, title, remedies, powers, discretions and entitlements of any nature whatsoever (whether present or future, actual or contingent, express or implied) of the Outgoing Party arising under, out of or in connection with the Original Contract.

The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

References to any statute, regulation or other legislative instrument shall be construed as references to the same as amended, consolidated, re-enacted or replaced from time to time.

Words denoting the singular shall include the plural and vice versa, and words denoting any gender shall include all genders. References to "writing" or "written" include any means of reproducing words in a tangible and permanently visible form.

Any reference to "including", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.

In the event of any inconsistency between the provisions of this Agreement and the provisions of the Original Contract, the provisions of this Agreement shall prevail to the extent of such inconsistency.

With effect from and including the Effective Date, the Incoming Party is hereby substituted for the Outgoing Party as a party to the Original Contract in all respects, and the Original Contract shall be read and construed for all purposes as if the Incoming Party were and had always been a party thereto in lieu of the Outgoing Party.

With effect from the Effective Date, the Outgoing Party hereby assigns, transfers and conveys to the Incoming Party all of its Rights under the Original Contract, and the Incoming Party hereby accepts such assignment, transfer and conveyance.

With effect from the Effective Date, the Incoming Party hereby undertakes to the Remaining Party to perform all of the Obligations and to be bound by all of the terms and conditions of the Original Contract in every way as if the Incoming Party were originally named therein in place of the Outgoing Party.

The Outgoing Party hereby irrevocably and unconditionally withdraws from the Original Contract and shall cease to have any Rights or Obligations thereunder as from the Effective Date, subject only to the terms of this Agreement.

The Parties acknowledge and agree that this novation shall operate as a complete substitution of the Incoming Party for the Outgoing Party under the Original Contract, and not as a mere assignment of rights or delegation of duties.

All references in the Original Contract to the Outgoing Party shall, with effect from the Effective Date, be deemed to be references to the Incoming Party, and all notices, correspondence and communications under or in connection with the Original Contract shall thereafter be directed to the Incoming Party.

Nothing in this section shall affect the accrued rights or remedies of the Remaining Party against the Outgoing Party in respect of any breach of the Original Contract occurring prior to the Effective Date, save to the extent expressly released pursuant to the section titled Release and Discharge of the Outgoing Party.

Each Party represents and warrants to the other Parties, as of the date hereof and as of the Effective Date, that it is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power and authority to execute, deliver and perform its obligations under this Agreement.

Each Party represents and warrants that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on its part and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

Each Party represents and warrants that the execution and performance of this Agreement does not and will not contravene any applicable law, regulation, order, judgment or decree, nor conflict with or constitute a breach of any provision of its constitutional documents or any agreement, instrument or arrangement to which it is a party or by which it is bound.

The Outgoing Party represents and warrants to the Remaining Party and the Incoming Party that it has not previously assigned, transferred, charged, encumbered or otherwise disposed of any of its Rights or Obligations under the Original Contract and that such Rights and Obligations are freely transferable in accordance with the terms of this Agreement.

The Outgoing Party represents and warrants that, to the best of its knowledge and belief, no event of default, breach or circumstance which with the giving of notice or the lapse of time would constitute a breach, exists under the Original Contract as at the Effective Date.

The Incoming Party represents and warrants that it has conducted its own independent assessment of the Original Contract and of the rights and obligations being assumed hereunder, and that it has the financial, technical, operational and human resources required to perform all of the Obligations in a timely and professional manner.

The Incoming Party acknowledges that it enters into this Agreement in reliance upon its own investigation and not in reliance on any representation or warranty made by the Remaining Party, save as expressly set forth herein.

The Remaining Party, by its execution of this Agreement, hereby irrevocably and unconditionally consents to the novation of the Original Contract on the terms and subject to the conditions set forth in this Agreement.

The consent granted by the Remaining Party pursuant to this section is given solely for the purposes of this Agreement and shall not be construed as a consent to any further or subsequent novation, assignment, transfer, sub-contracting or other dealing with the Original Contract or any rights or obligations arising thereunder.

The Remaining Party acknowledges that it has reviewed the terms of this Agreement and accepts the Incoming Party as a party to the Original Contract in substitution for the Outgoing Party with effect from the Effective Date.

The Remaining Party reserves all of its rights, remedies, powers and discretions under the Original Contract as against the Incoming Party from and after the Effective Date, and nothing in this Agreement shall be construed as a waiver or limitation of any such right, remedy, power or discretion.

The granting of consent under this section is strictly conditional upon the truth, accuracy and completeness of the representations and warranties given by the Outgoing Party and the Incoming Party under this Agreement, and upon the due performance by each of them of their respective obligations hereunder.

The Remaining Party shall not be deemed, by reason of its execution of this Agreement, to have acknowledged, approved or confirmed any statement of account, status of performance or any other matter concerning the Original Contract as between the Outgoing Party and the Incoming Party.

With effect from the Effective Date, the Remaining Party hereby irrevocably and unconditionally releases and discharges the Outgoing Party from any and all Obligations under the Original Contract, whether past, present or future, accrued or contingent, known or unknown, arising prior to, on or after the Effective Date.

With effect from the Effective Date, the Outgoing Party hereby irrevocably and unconditionally releases and discharges the Remaining Party from any and all obligations and liabilities owed to the Outgoing Party under or in connection with the Original Contract, whether past, present or future, accrued or contingent, known or unknown.

The mutual release set forth in this section is intended by the Parties to be, and shall operate as, a full and final settlement and discharge of all claims, demands, actions, proceedings, costs, losses, damages and liabilities of every kind, whether in contract, tort, equity, statute or otherwise, arising out of or in connection with the Original Contract as between the Outgoing Party and the Remaining Party.

Each of the Outgoing Party and the Remaining Party covenants with the other that it shall not, directly or indirectly, commence, continue, prosecute or pursue any claim, action, suit or proceeding against the other in respect of any matter released pursuant to this section.

The releases granted hereunder shall take effect notwithstanding that any of the Parties may hereafter discover any fact, matter or circumstance which, if known at the date hereof, might have affected its decision to grant such release.

For the avoidance of doubt, the release and discharge granted by the Remaining Party in favor of the Outgoing Party shall not operate to release the Incoming Party from any Obligation assumed by it under this Agreement or arising under the Original Contract on or after the Effective Date.

Each Party acknowledges that it has received the benefit of independent legal advice (or has had the opportunity to do so and has knowingly waived that right) in connection with the releases set forth in this section.

Each Party shall bear its own legal, professional, administrative and other costs and expenses incurred in connection with the negotiation, preparation, execution and implementation of this Agreement.

Any stamp duty, registration fee, documentary tax or similar levy payable in any jurisdiction in connection with this Agreement, if any, shall be borne by the Incoming Party, which shall also be responsible for making all requisite filings and payments to the relevant authorities.

Each Party shall be responsible for any taxes imposed on it by any competent taxing authority in respect of its income, profits or gains arising in connection with this Agreement.

If any Party fails to pay any amount due under this section when due, such amount shall bear interest at the rate of [Interest Rate] percent per annum from the due date until the date of actual payment, both before and after judgment.

Should any Party incur costs or expenses as a result of another Party's breach of this Agreement, including reasonable legal fees, the breaching Party shall indemnify the non-breaching Party against all such costs and expenses on a full indemnity basis.

No Party shall be entitled to set off any amount owed to another Party under this section against any other sum due to it under this Agreement or the Original Contract without the prior written consent of such other Party.

With effect from the Effective Date, the Incoming Party hereby irrevocably and unconditionally assumes and undertakes to duly and punctually observe, perform, discharge and be bound by all of the Obligations in substitution for the Outgoing Party, as if the Incoming Party were and had always been named in the Original Contract in place of the Outgoing Party.

The assumption of Obligations by the Incoming Party shall extend to all Obligations whether accrued or arising before, on or after the Effective Date, so that the Remaining Party shall be entitled to enforce any and all such Obligations exclusively against the Incoming Party.

The Incoming Party acknowledges and agrees that any defect, non-performance, delay or breach of the Original Contract occurring prior to the Effective Date shall be assumed by the Incoming Party and shall be remedied, cured or otherwise addressed by the Incoming Party at its sole cost and expense.

The Incoming Party shall indemnify, defend and hold harmless the Remaining Party against any and all losses, damages, claims, liabilities, costs and expenses (including reasonable legal fees) arising from or in connection with any failure by the Incoming Party to perform or observe any of the Obligations.

The Incoming Party shall perform the services under the Original Contract in accordance with the standards of care, skill and diligence set forth therein, and shall comply with all applicable laws, regulations and codes of practice in connection with such performance.

The Incoming Party shall maintain in full force and effect all insurance policies, licenses, permits and authorizations necessary for the performance of the Obligations, and shall provide evidence of the same to the Remaining Party upon reasonable request.

The Incoming Party acknowledges that time is of the essence with respect to all time-sensitive Obligations under the Original Contract and that the Remaining Party shall be entitled to exercise all rights and remedies available to it under the Original Contract in the event of any failure by the Incoming Party to meet such time-sensitive Obligations.

Save as expressly modified or amended by this Agreement, the Original Contract shall remain in full force and effect in accordance with its terms, and all rights, obligations, warranties, representations, indemnities, limitations of liability and other provisions set out therein shall continue to bind the Incoming Party and the Remaining Party.

The provisions of this Agreement shall not be construed as a variation of the commercial terms of the Original Contract, including the scope of services, the fees and charges, the duration, the service levels and the termination rights set forth therein, which shall remain binding upon the Incoming Party in substitution for the Outgoing Party.

Any reference in the Original Contract to the "Agreement", "Contract" or similar expression shall, from and after the Effective Date, be construed as a reference to the Original Contract as novated by this Agreement.

For the avoidance of doubt, any notices, consents, approvals, waivers or other communications validly given or made under the Original Contract prior to the Effective Date shall continue to have effect in accordance with their terms, save that any ongoing or future communications shall be made by and between the Remaining Party and the Incoming Party.

Any rights of termination, suspension or other remedies accrued under the Original Contract prior to the Effective Date in favor of the Remaining Party shall remain exercisable by the Remaining Party against the Incoming Party following the Effective Date.

In the event of any conflict between the terms of this Agreement and the terms of the Original Contract, the terms of this Agreement shall prevail solely to the extent of such conflict.

Each Party shall treat as strictly confidential and shall not disclose to any third party the existence or contents of this Agreement, the Original Contract or any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of any other Party which it may acquire in connection with this Agreement.

The obligations of confidentiality set forth in this section shall not apply to information which: is or becomes publicly available otherwise than through a breach of this Agreement; was lawfully in the possession of the recipient prior to disclosure; is lawfully obtained from a third party free from any obligation of confidentiality; or is independently developed by the recipient without reference to the confidential information.

A Party may disclose confidential information to the extent required by applicable law, regulation, court order or the rules of any recognized stock exchange or regulatory authority, provided that, to the extent lawfully permissible, the disclosing Party shall give prior written notice to the other Parties and shall cooperate with them in seeking to limit the scope of such disclosure.

Each Party may disclose confidential information to its directors, officers, employees, professional advisers, auditors and affiliates on a strict need-to-know basis, provided that such recipients are bound by obligations of confidentiality no less onerous than those set out herein, and the disclosing Party shall remain liable for any breach of this section by such recipients.

The obligations of confidentiality under this section shall survive the execution and performance of this Agreement for a period of [Number] years from the Effective Date.

Upon the request of any Party following any breach of this section, the Party in breach shall, at its own cost, return or destroy (and certify such destruction of) all confidential information in its possession or control relating to the requesting Party.

Each Party acknowledges that damages alone may not constitute an adequate remedy for breach of this section and that, accordingly, the aggrieved Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available to it.

This Agreement, including the novation effected hereunder, shall take effect immediately upon the due execution of this Agreement by each of the Parties, which date shall constitute the Effective Date for all purposes hereof.

No act, omission, course of dealing or other conduct of any Party prior to the Effective Date shall be deemed to constitute a waiver, variation or amendment of the Original Contract or an acceptance of the novation contemplated by this Agreement.

In the event that this Agreement is executed by the Parties on different dates, the Effective Date shall be the date on which the last of the Parties executes this Agreement.

The Parties shall promptly notify each other of the completion of their respective executions and shall exchange executed counterparts as soon as reasonably practicable thereafter.

Prior to the Effective Date, the Original Contract shall continue to subsist between the Outgoing Party and the Remaining Party in accordance with its terms, and the Outgoing Party shall continue to be bound by all Obligations until such date.

The novation shall not have retroactive effect except to the extent expressly set forth in this Agreement, including with respect to the assumption of pre-Effective Date Obligations by the Incoming Party and the mutual release between the Outgoing Party and the Remaining Party.

Any notice, demand, consent or other communication to be given under or in connection with this Agreement shall be in writing, in the English language, and shall be delivered personally, sent by prepaid registered post or internationally recognized courier, or transmitted by electronic mail to the address or electronic mail address of the recipient Party set out below (or to such other address as may be notified in writing by the recipient Party from time to time).

Notices to the Outgoing Party shall be sent to: [Address]; Attention: [Name/Title]; Email: [Email Address].

Notices to the Incoming Party shall be sent to: [Address]; Attention: [Name/Title]; Email: [Email Address].

Notices to the Remaining Party shall be sent to: [Address]; Attention: [Name/Title]; Email: [Email Address].

A notice shall be deemed to have been duly given: if delivered personally, at the time of delivery; if sent by prepaid registered post, on the [Number] business day following the date of posting; if sent by courier, on the date of delivery evidenced by the courier's records; and if sent by electronic mail, at the time of successful transmission, provided that no automated delivery failure notice is received by the sender.

Any notice given or deemed to have been given outside normal business hours in the place of receipt (being 9:00 a.m. to 5:00 p.m. on a business day) shall be deemed to have been given at the commencement of normal business hours on the next following business day.

Each Party shall promptly notify the other Parties in writing of any change to its address or electronic mail address for the purposes of receiving notices under this Agreement.

The provisions of this section shall not apply to the service of any writ, summons, order, judgment or other document relating to or in connection with any legal proceedings.

Each Party shall, at its own cost (save as otherwise expressly provided herein), do and execute, or procure to be done and executed, all such further acts, deeds, documents, assurances and things as may reasonably be required by another Party in order to give full effect to the terms and intent of this Agreement and the novation effected hereby.

Without prejudice to the generality of the foregoing, the Outgoing Party and the Incoming Party shall, from time to time upon the request of the Remaining Party, execute and deliver all such further instruments of assignment, transfer and assumption as may be reasonably necessary to perfect the novation and the transfer of Rights and Obligations contemplated hereunder.

The Parties shall cooperate with one another in good faith to procure any third-party consents, authorizations, licenses or approvals which may be required in connection with the implementation of this Agreement and the continued performance of the Original Contract by the Incoming Party.

The Outgoing Party shall promptly deliver to the Incoming Party all records, documents, correspondence, data and other materials in its possession or control relating to the Original Contract which are reasonably necessary for the Incoming Party to perform the Obligations.

The Outgoing Party shall provide reasonable transition assistance to the Incoming Party and the Remaining Party for a period of [Number] days following the Effective Date, at the Incoming Party's cost and expense, to facilitate the orderly transfer of the Original Contract.

The obligations under this section shall survive the Effective Date and shall continue in full force and effect for so long as may be necessary to give full effect to the provisions of this Agreement.

This Agreement, together with the Original Contract (as novated hereby), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, representations and understandings, whether written or oral, between the Parties relating to such subject matter.

Each Party acknowledges that in entering into this Agreement it has not relied upon, and shall have no remedy in respect of, any statement, representation, warranty, assurance or undertaking (whether made negligently or innocently) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

Nothing in this section shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.

The Parties confirm that no collateral agreement, side letter, understanding or arrangement exists between them relating to the subject matter of this Agreement, except as expressly recorded herein or in the Original Contract.

Each Party irrevocably and unconditionally waives any right it may have to claim damages for, or to rescind this Agreement by reason of, any representation not expressly set forth in this Agreement.

No variation or amendment of this Agreement shall be valid or effective unless it is in writing and signed by or on behalf of each of the Parties.

No failure or delay by any Party to exercise any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Any waiver granted under this Agreement shall apply solely to the specific matter in respect of which it is granted and shall not operate as a waiver of any other matter or as a continuing waiver.

The rights and remedies provided for in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

No Party shall be deemed to have acquiesced in or consented to any breach by another Party of this Agreement by reason of any delay, forbearance or other indulgence on its part.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted or modified, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable, while preserving as far as possible the original commercial intent of the Parties.

The Parties shall negotiate in good faith to replace any invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest extent possible, the original commercial purpose of the invalid, illegal or unenforceable provision.

The invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

No Party may assign, transfer, charge, declare a trust over or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties, which consent may be withheld in such Party's absolute discretion.

Any purported assignment or transfer in breach of this section shall be void and of no effect.

This Agreement is made for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not intended to confer any rights or benefits on any third party.

No person who is not a Party to this Agreement shall have any right to enforce any term of this Agreement.

The consent of any person who is not a Party to this Agreement shall not be required for the amendment, variation, termination or waiver of any provision of this Agreement.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all counterparts together shall constitute one and the same agreement.

Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (in portable document format or other agreed electronic format), facsimile or other recognized electronic means of transmission shall be as effective as delivery of a manually executed counterpart hereof.

No counterpart shall be effective until each Party has executed and delivered at least one counterpart.

The Parties agree that electronic signatures affixed to this Agreement shall be deemed valid and binding to the same extent as original handwritten signatures.

This Agreement, and any dispute, controversy or claim arising out of or in connection with it or its subject matter, formation, validity, interpretation, performance, breach or termination (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict-of-laws principles.

The Parties shall use their reasonable endeavors to resolve amicably, through good faith negotiations between senior representatives of each Party, any dispute arising out of or in connection with this Agreement.

If any such dispute is not resolved by negotiation within [Number] days of a written notice of dispute being given by one Party to the others, the dispute shall be referred to mediation administered by [Mediation Body] in accordance with its applicable mediation rules.

If the dispute is not resolved by mediation within [Number] days of the appointment of the mediator (or such longer period as the Parties may agree in writing), the dispute shall be finally resolved by binding arbitration administered by [Arbitral Institution] in accordance with its arbitration rules then in force, which rules are deemed to be incorporated by reference into this section.

The seat of arbitration shall be [Seat of Arbitration], the tribunal shall consist of [Number] arbitrator(s), and the language of the arbitration shall be English.

The award rendered by the arbitral tribunal shall be final and binding on the Parties, and judgment thereon may be entered in any court of competent jurisdiction.

Nothing in this section shall preclude any Party from seeking interim, provisional, injunctive or conservatory relief from any court of competent jurisdiction prior to or during the pendency of any arbitration proceedings.

Each Party shall continue to perform its obligations under this Agreement during the pendency of any dispute resolution procedure, except where such performance is the subject of the dispute.