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A Partial Novation Agreement is a crucial legal instrument used when parties wish to modify specific aspects of an existing contractual relationship while maintaining others unchanged. Under Philippine law, this document type is commonly employed in scenarios such as corporate restructuring, assignment of specific contract rights, or when changing specific terms of complex commercial arrangements. The agreement must clearly identify the original contract, specify which obligations are being novated, detail the new arrangements, and confirm which obligations remain unchanged. The document must comply with the Civil Code of the Philippines and relevant commercial regulations, particularly regarding the formation and modification of contracts. This type of agreement is especially important in complex business transactions where a complete novation is neither necessary nor desirable, allowing parties to maintain beneficial aspects of their existing relationship while modifying others to meet changing circumstances.

1. Parties: Identification of all parties to the novation agreement, including the original contracting parties and any new parties

2. Background: Recitals explaining the context of the original agreement and the reason for partial novation

3. Definitions: Definitions of key terms used in the agreement, including references to the Original Agreement and Novated Obligations

4. Interpretation: Rules for interpreting the agreement, including references to schedules and time calculations

5. Partial Novation: Core section specifying which obligations are being novated and the terms of the novation

6. Continuing Obligations: Clear statement of which obligations from the original agreement remain in full force and effect

7. Effective Date: Specification of when the novation takes effect

8. Representations and Warranties: Standard representations and warranties from all parties regarding their capacity and authority to enter into the novation

9. Costs and Expenses: Provisions regarding who bears the costs of preparing and executing the novation

10. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

11. Execution: Signature blocks and execution formalities