Deed Of Assignment Of Goodwill Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Deed of Assignment of Goodwill is a crucial document in Philippine business law, used when transferring the intangible value and reputation of a business. This deed is particularly important in business sales, mergers, acquisitions, or succession planning, where the goodwill represents a significant portion of the business's value. The document must comply with Philippine legal requirements, including the Civil Code and relevant tax regulations. It typically includes detailed provisions about the nature of the goodwill being transferred, consideration paid, warranties, and protective covenants. The Deed of Assignment of Goodwill is often accompanied by other transaction documents and requires careful drafting to ensure the effective transfer of business reputation and customer relationships while protecting both parties' interests.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Retail

Hospitality

Professional Services

Manufacturing

Technology

Healthcare

Food and Beverage

Consulting

Real Estate

Financial Services

Education

Franchising

Relevant Teams

Legal

Finance

Corporate Affairs

Tax

Business Development

Mergers & Acquisitions

Commercial Operations

Compliance

Strategy

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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