Terms & Conditions - 25. Assignment And Novation

25.1 The Agreed Terms shall benefit and be binding on the parties, their respective successors and any permitted assignee or transferee of some or all of a party's rights or obligations under the Agreed Terms.

25.2 The Licensee may not assign or transfer all or part of its rights, benefits or obligations under the Agreed Terms except with prior written approval of the Licensor which the Licensor may in its sole and absolute discretion decline to give.

25.3 Where the Licensee is a company, any change in the management control or majority shareholders of the Licensee will be treated as an assignment and/or transfer referred to in Clause 

25.2 and shall be subject to the Licensor’s written approval, which the Licensor may in its sole and absolute discretion decline to give.

25.4 Licensor may Assign/Novate

(a) The Licensor is entitled to transfer (whether by an assignment or novation) its rights and obligations under the Agreed Terms.

(b) The Licensee agrees that the Licensor may, at any time, assign or transfer all (or any part) of its rights or obligations under the Agreed Terms to any person without the need to obtain the Licensee's prior written consent. The Licensee further agrees to treat any such assignee or transferee as the licensor for the purposes of the Agreed Terms who shall be entitled to the full benefit of the Agreed Terms to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it. Without prejudice to the generality of the aforesaid and upon such assignment or novation by the Licensor, the Licensee must release the Licensor from all its obligations in the Agreed Terms, particularly, the Licensor’s obligation to refund the Security Deposit (if applicable) and other sums under the Agreed Terms.

25.5 The Licensee shall at the request from time to time of the Licensor enter into a Novation Agreement in such form as the Licensor shall reasonably require whereby all of the Licensor's rights and obligations under the Agreed Terms shall be taken over by another party nominated by the Licensor.

Was this article helpful?

Can’t find what you are looking for?