# DEED OF NOVATION
## Important warning
This is a fictional, unsigned illustrative deed. It is not a completed transfer, evidence of delivery, legal advice or confirmation that a particular contract is capable of novation. A novation normally requires the consent of all affected parties and transfers future rights and obligations only on the terms agreed. The parties must check the original contract, change-of-control restrictions, intellectual property, data protection, employment transfer issues, tax, sanctions, insolvency, insurance and any registration or counterpart requirements. The signature and witness lines are blank. Names, company numbers, dates, addresses and amounts are fictional.
Date: 6 March 2027
## 1. Parties and background
(1) Larkspur Analytics Limited, incorporated in England and Wales under number 09172364 with registered office at 12 Quayside Road, Leeds LS1 4BN, is the Outgoing Supplier.
(2) Larkspur Digital Services Limited, incorporated in England and Wales under number 14826017 with registered office at 12 Quayside Road, Leeds LS1 4BN, is the Incoming Supplier.
(3) Westbridge Retail Group Limited, incorporated in England and Wales under number 06741028 with registered office at 80 King Street, Manchester M2 4NH, is the Customer.
The Customer and Outgoing Supplier entered into a managed analytics services agreement dated 1 April 2025, reference WBR-AN-25-04, as amended by a statement of work dated 15 November 2026 (the Original Agreement). The Original Agreement provides for dashboard hosting, monthly data-quality reviews and support for a fixed annual fee of £120,000.00 plus VAT. The parties now agree that Incoming Supplier will replace Outgoing Supplier from 1 April 2027, while preserving the agreed commercial terms and accrued rights. The Customer's consent is express and is not inferred from continued dealings.
## 2. Operative novation
With effect from 1 April 2027 at 00.01 UK time (the Novation Time), Outgoing Supplier transfers and novates to Incoming Supplier all its rights, benefits, duties and liabilities under the Original Agreement that arise on or after the Novation Time. Incoming Supplier accepts that transfer and undertakes to perform those duties as if it had been an original party from the Novation Time. Customer releases Outgoing Supplier from performance and liability arising on or after the Novation Time, except for liabilities expressly preserved by clause 4.
From the Novation Time, references in the Original Agreement to the supplier, contractor or Larkspur Analytics Limited mean Incoming Supplier. The Original Agreement remains in force with the necessary reading changes. No novation of a right or liability is effective before the Novation Time. This deed does not assign land, transfer employees, transfer ownership of pre-existing software or discharge an amount that became due before the Novation Time.
## 3. Consideration and records
The parties acknowledge the mutual promises in this deed as good and valuable consideration. If a court determines that consideration is required beyond those promises, each party confirms that the other party's undertakings and the Customer's consent are sufficient consideration. No party is paying an additional transfer price under this deed. The annual fee remains £120,000.00 plus VAT, payable quarterly in advance at £30,000.00 per quarter; at an illustrative 20 per cent VAT rate each invoice is £36,000.00 including VAT, and four invoices total £120,000.00 net, £24,000.00 VAT and £144,000.00 including VAT.
Customer will pay the invoice for 1 April to 30 June 2027 to Incoming Supplier if it is correctly issued after the Novation Time. Outgoing Supplier remains responsible for an undisputed invoice relating solely to services before 1 April 2027. A disputed invoice must be identified with reasons within 10 working days, and the undisputed balance remains payable. The parties will preserve the Original Agreement, amendments, service records, invoices, security schedules and this deed together.
## 4. Accrued rights and liabilities
Outgoing Supplier remains liable for a breach, negligence, confidentiality failure, data incident, tax liability or service credit arising from its acts or omissions before the Novation Time. Customer retains all rights accrued before that time, including a right to claim a service credit calculated under the Original Agreement. For a March 2027 service period, an agreed service credit of £4,500.00 is recorded as the maximum March credit, subject to Customer's existing contractual rights and the Original Agreement's calculation. It is not a release of unknown loss or an admission of breach.
Incoming Supplier is not liable for a pre-Novation breach merely because it becomes the supplier after the Novation Time, but it must reasonably assist with investigation and handover. Outgoing Supplier will indemnify Customer and Incoming Supplier against a third-party claim caused by Outgoing Supplier's pre-Novation breach, subject to the liability limits in the Original Agreement. Incoming Supplier will indemnify Customer against a third-party claim caused by its post-Novation breach. These indemnities do not duplicate recoveries or expand a liability cap that the Original Agreement lawfully applies.
## 5. Warranties and authority
Each party warrants on the date of this deed and at the Novation Time that it is duly incorporated, has power and authority to enter into and perform this deed, and has obtained all internal approvals required for its execution. The signatory signing for a company warrants that he or she is authorised. Outgoing Supplier warrants that, except for the disclosed March service-credit issue, it has not knowingly granted a conflicting transfer of its rights. Incoming Supplier warrants that it has competent personnel, appropriate professional indemnity and cyber insurance, and resources reasonably sufficient to perform the services.
No party gives a warranty that the Original Agreement will produce a particular commercial result or that every technical integration will be uninterrupted. The Customer confirms that its consent is given after receiving a copy of this deed and a transition plan, but this confirmation is not a waiver of a contractual acceptance, service-level or data-protection right.
## 6. Handover and intellectual property
Outgoing Supplier will, by 20 March 2027, provide a secure handover package containing current architecture diagrams, runbooks, open tickets, authorised contacts, data maps, credentials-transfer instructions and the service-level report for February 2027. Credentials must be transferred through the Customer's approved vault and not in plain email. Incoming Supplier will complete a joint access test by 29 March 2027 and notify Customer of a material gap within two working days.
Each party retains its pre-existing intellectual property. The licences granted to Customer under the Original Agreement continue. Outgoing Supplier grants Incoming Supplier a limited licence to use transition materials solely to perform the Original Agreement, and Incoming Supplier grants Customer no broader licence than the Original Agreement grants. Customer data remains Customer's data; neither supplier may use it for training a public model or a purpose outside the Original Agreement.
## 7. Confidentiality, data and personnel
Confidential Information must be protected with reasonable technical and organisational measures and used only for the Original Agreement and transition. A compelled disclosure is permitted after notice where lawful. Information already public without breach, independently developed or lawfully received without restriction is excluded. These obligations survive for five years after termination, and trade secrets remain protected while they retain that character.
The parties will follow the data-processing terms in Schedule 4 of the Original Agreement. Incoming Supplier is the processor where the Original Agreement makes the supplier a processor, will use only approved sub-processors, will notify a personal-data breach without undue delay and will return or delete data at the end of the applicable service. Outgoing Supplier will not retain production data merely for convenience. Any transfer outside the UK requires the safeguard required by UK GDPR Chapter V.
This deed does not transfer employees. The parties will take their own advice on the Transfer of Undertakings (Protection of Employment) Regulations 2006 if an organised grouping or service provision change is alleged. No statement in this deed is a determination that TUPE does or does not apply.
## 8. Termination and dispute
The Original Agreement's term and termination rights continue. A termination notice issued after the Novation Time must be addressed to Incoming Supplier, with a copy to Outgoing Supplier for information where the notice concerns a preserved liability. A material handover failure may be referred to the Customer's contract manager, then to a meeting between directors within five working days. Nothing prevents urgent injunctive relief, recovery of an undisputed debt or a mandatory statutory process.
The parties will first try in good faith to resolve a dispute within 20 working days. If unresolved, the courts of England and Wales have exclusive jurisdiction. This deed and any non-contractual obligation arising from it are governed by the law of England and Wales. It may be signed in counterparts and electronically where lawful, but each company must execute and deliver it as a deed with the required witnessing formalities.
## 9. General and execution
Except as expressly changed here, the Original Agreement is ratified and remains in full force. If this deed conflicts with the Original Agreement, this deed prevails only on the identity of the supplier, the Novation Time and preserved liabilities. A variation must be in writing and signed by all parties. No failure to enforce is a waiver. Invalidity is severed to the minimum extent. No party may assign this deed without the written consent of the other parties, subject to an assignment expressly permitted by the Original Agreement.
Executed and delivered as a deed by Larkspur Analytics Limited, acting by Amelia Rose Bennett, director, in the presence of:
Director signature: ____________________ Witness signature: ____________________
Witness name: Gareth Owen Price Address: 4 Park Lane, Leeds LS6 2AB Occupation: Solicitor
Executed and delivered as a deed by Larkspur Digital Services Limited, acting by Ravi Nikhil Patel, director, in the presence of:
Director signature: ____________________ Witness signature: ____________________
Witness name: Hannah Elise Morgan Address: 27 Moorfield Road, Leeds LS17 7DL Occupation: Accountant
Executed and delivered as a deed by Westbridge Retail Group Limited, acting by Thomas Julian Ford, director, in the presence of:
Director signature: ____________________ Witness signature: ____________________
Witness name: Miriam Claire Holt Address: 9 Alder Street, Manchester M20 3QW Occupation: Project manager
## Schedule — transition ledger
On 6 March 2027, the parties record 22 open support tickets, of which 18 are low priority, three are medium priority and one is high priority. The high-priority ticket WBR-884 concerns a dashboard refresh delay and is assigned to Outgoing Supplier until 31 March, with Incoming Supplier observing. The February invoice of £30,000.00 net was paid on 28 February. The March service credit is recorded at £4,500.00, leaving no deduction from April's £30,000.00 invoice unless the Original Agreement calculation produces a different lawful credit. The Customer has approved the handover contacts and the parties will sign a data-return certificate when the transition is complete.