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Deed Of Assignment Of Goodwill
"I need a Deed of Assignment of Goodwill for transferring my Manila-based retail clothing business to a corporate buyer, with a 3-year non-compete clause covering Metro Manila, targeting completion by March 2025."
1. Parties: Identifies and provides full details of the Assignor (current owner of the goodwill) and Assignee (recipient of the goodwill)
2. Background: Explains the context of the assignment, including details about the business whose goodwill is being transferred and the reason for the transfer
3. Definitions: Defines key terms used in the deed, including 'Goodwill', 'Business', 'Effective Date', and other relevant terms
4. Assignment: Core clause that formally transfers the goodwill from Assignor to Assignee
5. Consideration: Specifies the amount and form of payment for the goodwill
6. Warranties and Representations: Assignor's warranties regarding ownership, right to transfer, and quality of the goodwill
7. Protection of Goodwill: Non-compete and non-solicitation provisions to protect the transferred goodwill
8. Tax Provisions: Addresses responsibility for various taxes arising from the transfer
9. Completion: Details of the completion process and timing of the transfer
10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
1. Third Party Consents: Required when the transfer of goodwill requires consent from third parties such as licensors or regulators
2. Intellectual Property: Needed when specific intellectual property rights are closely associated with the goodwill being transferred
3. Employee Matters: Relevant when the transfer of goodwill impacts employment relationships
4. Confidentiality: Additional confidentiality provisions when sensitive business information is involved
5. Post-Completion Obligations: Specific obligations of either party after the transfer is completed
6. Dispute Resolution: Detailed alternative dispute resolution procedures if parties prefer specific mechanisms
1. Schedule 1: Description of Business: Detailed description of the business whose goodwill is being transferred
2. Schedule 2: Valuation Report: Independent valuation of the goodwill being transferred
3. Schedule 3: List of Business Assets: Inventory of tangible and intangible assets associated with the goodwill
4. Schedule 4: Existing Contracts: List of contracts and business relationships that form part of the goodwill
5. Schedule 5: Required Consents: List of third-party consents required for the transfer
6. Appendix A: Transfer Documents: Forms and documents required to effect the transfer of goodwill
Authors
Assignee
Business
Goodwill
Effective Date
Completion Date
Business Assets
Business Name
Business Premises
Consideration
Customer Contracts
Customer Database
Business Records
Intellectual Property Rights
Trade Secrets
Confidential Information
Business Day
Encumbrance
Material Adverse Change
Completion
Transfer Documents
Restricted Activities
Restricted Period
Restricted Territory
Related Persons
Working Hours
Trade Name
Business Reputation
Customer Relationships
Supplier Relationships
Employee Relationships
Market Position
Trading History
Brand Value
Warranties
Assignment
Consideration
Completion
Warranties and Representations
Non-Competition
Non-Solicitation
Confidentiality
Tax Covenants
Further Assurance
Protection of Goodwill
Third Party Rights
Transfer of Rights
Indemnification
Force Majeure
Notices
Severability
Entire Agreement
Variation
Assignment and Transfer
Costs
Waiver
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Survival
Compliance with Laws
Amendment
Third Party Consents
Retail
Hospitality
Professional Services
Manufacturing
Technology
Healthcare
Food and Beverage
Consulting
Real Estate
Financial Services
Education
Franchising
Legal
Finance
Corporate Affairs
Tax
Business Development
Mergers & Acquisitions
Commercial Operations
Compliance
Strategy
Business Owner
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Business Development Manager
Mergers & Acquisitions Director
Company Secretary
Tax Advisor
Business Broker
Franchise Manager
Commercial Director
Business Transfer Agent
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