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Sale Of Goodwill Contract
"I need a Sale of Goodwill Contract for my small retail business in Manila, Philippines, with a purchase price of 5 million PHP and including a 2-year non-compete clause within Metro Manila area, planned to complete by March 2025."
1. Parties: Identification of the seller and buyer, including complete legal names, addresses, and business registration details
2. Background: Context of the sale, description of the business, and brief history of the goodwill being sold
3. Definitions: Definitions of key terms used in the agreement, including 'Goodwill', 'Business', 'Effective Date', and other relevant terms
4. Sale and Purchase of Goodwill: Core provision detailing the transfer of goodwill from seller to buyer
5. Purchase Price and Payment Terms: Agreed value of the goodwill and detailed payment arrangements
6. Seller's Warranties and Representations: Seller's guarantees regarding ownership, right to sell, and quality of the goodwill
7. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities to protect the transferred goodwill
8. Handover and Transition: Process for transferring customer relationships, business contacts, and other goodwill elements
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of jurisdiction for disputes
11. Execution: Signature blocks and execution requirements
1. Tax Provisions: Specific arrangements regarding tax liabilities and responsibilities - include when tax implications are significant
2. Intellectual Property Rights: Detailed provisions about transfer of associated IP rights - include when significant IP is involved
3. Employee Matters: Provisions regarding key employees and their relationships - include when employee relationships are crucial to goodwill
4. Dispute Resolution: Detailed arbitration or mediation procedures - include when parties prefer alternative dispute resolution
5. Force Majeure: Provisions for unforeseen circumstances - include when long-term obligations exist
6. Assignment Rights: Rights to assign the agreement - include when future transfer possibilities need to be addressed
1. Schedule 1 - Description of Business and Goodwill: Detailed description of the business and specific elements of goodwill being transferred
2. Schedule 2 - Valuation Report: Independent valuation of the goodwill (if applicable)
3. Schedule 3 - Customer Lists and Contracts: List of key customers, contracts, and business relationships included in the sale
4. Schedule 4 - Intellectual Property: List of trademarks, trade names, and other IP rights associated with the goodwill
5. Schedule 5 - Payment Schedule: Detailed payment terms and installment schedule if applicable
6. Appendix A - Due Diligence Report: Summary of due diligence findings regarding the goodwill being sold
Authors
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Warranties and Representations
Non-Competition
Non-Solicitation
Confidentiality
Assignment
Transfer of Rights
Handover and Transition
Tax Matters
Intellectual Property
Customer Relationships
Employee Matters
Liability and Indemnification
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Waiver
Severability
Entire Agreement
Costs
Further Assurance
Third Party Rights
Counterparts
Survival
Retail
Professional Services
Hospitality
Healthcare
Manufacturing
Technology
Food and Beverage
Consulting
Education
Real Estate
Financial Services
Distribution and Wholesale
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Executive Leadership
Corporate Secretariat
Business Owner
Chief Executive Officer
Managing Director
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Business Development Manager
Mergers & Acquisitions Director
Company Secretary
Commercial Director
Finance Director
Tax Director
Business Broker
Compliance Officer
Risk Manager
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