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1. Parties: Identifies all parties to the agreement, including the separating business entities and any parent companies or guarantors
2. Background: Explains the context of the business relationship and reasons for separation
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Effective Date and Separation Timeline: Specifies when the separation takes effect and key milestone dates
5. Asset Division: Details the allocation of tangible and intangible assets between parties
6. Assumption of Liabilities: Specifies which party assumes which existing liabilities and obligations
7. Employee Matters: Addresses the treatment of employees, including transfers, redundancies, and benefits
8. Customer and Contract Assignment: Details the division and assignment of customer relationships and existing contracts
9. Financial Settlements: Outlines financial adjustments, payments, and settlements between parties
10. Confidentiality: Establishes obligations regarding confidential information during and after separation
11. Non-Compete and Non-Solicitation: Sets restrictions on competitive activities and employee/customer solicitation
12. Representations and Warranties: Contains standard and specific warranties from each party
13. Transition Services: Outlines any temporary support services between parties during separation
14. Dispute Resolution: Establishes procedures for handling disputes
15. General Provisions: Contains standard boilerplate clauses including notices, amendments, governing law
1. Intellectual Property Rights: Detailed provisions for IP transfer or licensing when significant IP assets are involved
2. Tax Matters: Specific tax arrangements and allocations when complex tax implications exist
3. Environmental Matters: Allocation of environmental liabilities and obligations for businesses with environmental impacts
4. Ongoing Collaboration: Framework for continued business relationship if parties will maintain some cooperation
5. Third Party Consents: Process for obtaining necessary third-party approvals when significant third-party contracts exist
6. Data Protection and Transfer: Specific provisions for handling personal data when significant customer/employee data is involved
7. Post-Separation Support: Additional support arrangements beyond standard transition services
8. Brand and Marketing: Provisions for brand usage and marketing during transition when shared branding exists
1. Schedule 1: Asset Register: Detailed list of assets being divided, including physical assets, contracts, and intellectual property
2. Schedule 2: Employee Transfer List: List of employees transferring to each party, including positions and terms
3. Schedule 3: Customer Allocation: Detailed allocation of customer accounts and contracts between parties
4. Schedule 4: Transition Services Agreement: Detailed terms and conditions of transition services, including service levels and costs
5. Schedule 5: Financial Settlements: Detailed calculations and terms of financial settlements between parties
6. Schedule 6: Assigned Contracts: List of contracts being assigned to each party
7. Schedule 7: Retained Liabilities: Detailed list of liabilities retained by each party
8. Appendix A: Separation Timeline: Detailed timeline of separation activities and milestones
9. Appendix B: Communication Plan: Template communications for employees, customers, and other stakeholders
Agreement
Allocated Assets
Allocated Liabilities
Assigned Contracts
Business Day
Business Records
Completion
Completion Date
Confidential Information
Cut-Off Date
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Force Majeure Event
Governmental Authority
Group
HKD
Hong Kong
Intellectual Property Rights
Law
Liability
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrance
Person
Retained Business
Separated Business
Separation Plan
Shared Contracts
Subsidiary
Tax
Third Party Rights
Transaction Documents
Transferred Employees
Transition Period
Transition Services
Working Capital
Background
Definitions and Interpretation
Agreement to Separate
Conditions Precedent
Asset Transfer
Liability Allocation
Employee Transfer
Customer and Contract Assignment
Intellectual Property Rights
Financial Settlement
Tax Matters
Transition Services
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Insurance
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Third Party Rights
Notices
Entire Agreement
Severability
Amendments
Costs
Waiver
Counterparts
Further Assurance
Termination
Survival
Announcements
Time of the Essence
Good Faith
Manufacturing
Technology
Financial Services
Professional Services
Retail
Real Estate
Healthcare
Telecommunications
Energy
Construction
Media and Entertainment
Transportation and Logistics
Consumer Goods
Industrial Services
Legal
Finance
Human Resources
Operations
Corporate Development
Risk Management
Compliance
Tax
Strategy
Business Development
Administration
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
General Counsel
Corporate Secretary
Head of Business Development
Head of Human Resources
Financial Controller
Operations Director
Corporate Restructuring Manager
Senior Legal Counsel
Merger & Acquisition Director
Risk Management Officer
Compliance Officer
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