Goodwill Purchase Agreement Template for Indonesia

1. Employee Matters: Include when the transfer affects employees or when key employees are crucial to the goodwill value

2. Intellectual Property Assignment: Include when specific IP rights form part of the goodwill being transferred

3. Third Party Consents: Include when the transfer requires specific third-party approvals or notifications

4. Post-Completion Adjustments: Include when the purchase price may be adjusted based on post-completion calculations

5. Transitional Services: Include when the seller will provide temporary support services post-completion

6. Foreign Investment Provisions: Include when the purchaser is a foreign entity requiring compliance with Indonesian investment laws

7. Bank Guarantee/Security: Include when payment terms include deferred payments requiring security

1. Schedule 1: Description of the Business: Detailed description of the business whose goodwill is being transferred

2. Schedule 2: Calculation of Goodwill Value: Methodology and calculations used to determine the goodwill value

3. Schedule 3: Completion Requirements: Checklist of documents and actions required for completion

4. Schedule 4: Warranties: Detailed list of warranties given by the seller

5. Schedule 5: Key Contracts: List of important contracts related to the goodwill being transferred

6. Schedule 6: Intellectual Property Rights: Inventory of IP rights included in the transfer

7. Appendix A: Form of Transfer Instruments: Template documents for executing the transfer

8. Appendix B: Required Consents: List of required third-party consents and their status