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1. Sender and Recipient Details: Complete business information including legal names, addresses, and contact details of both the transferor and transferee
2. Transfer Date: Clear specification of the effective date of the business transfer
3. Business Description: Comprehensive description of the business being transferred, including its nature, operations, and current status
4. Transfer Terms: Primary terms and conditions of the transfer, including consideration and payment terms if applicable
5. Assets Included: Detailed overview of all assets being transferred as part of the business transfer
1. Employee Transfer Terms: Details regarding the transfer of employees, including terms of employment and transition arrangements
2. Intellectual Property Transfer: Specific provisions for the transfer of intellectual property rights, patents, trademarks, and other IP assets
3. Ongoing Obligations: Description of any continuing responsibilities or obligations post-transfer
4. Regulatory Compliance: Confirmation of compliance with relevant regulations and required approvals
5. Transition Services: Details of any temporary services or support to be provided during the transition period
1. Schedule A - Asset Inventory: Detailed listing of all physical and intangible assets being transferred
2. Schedule B - Financial Statements: Recent financial records and statements of the business being transferred
3. Schedule C - Employee Information: List of transferring employees, their positions, and employment terms
4. Schedule D - Contracts: Comprehensive list of all contracts, agreements, and commitments being transferred
5. Schedule E - Regulatory Approvals: Copies or list of all required regulatory clearances and approvals
Transferee
Business Assets
Effective Date
Transfer Price
Closing Date
Existing Contracts
Business Records
Intellectual Property Rights
Employees
Assumed Liabilities
Excluded Assets
Excluded Liabilities
Business Operations
Material Contracts
Working Capital
Tangible Assets
Intangible Assets
Inventory
Accounts Receivable
Accounts Payable
Trade Names
Goodwill
Customer Lists
Supplier Agreements
Regulatory Approvals
Business Day
Confidential Information
Permitted Use
Territory
Consideration
Assets and Liabilities
Employee Matters
Intellectual Property
Confidentiality
Representations and Warranties
Indemnification
Assignment
Due Diligence
Transition Arrangements
Post-Transfer Obligations
Non-Competition
Non-Solicitation
Governing Law
Dispute Resolution
Force Majeure
Notices
Severability
Entire Agreement
Amendment and Modification
Third Party Rights
Compliance with Laws
Data Protection
Business Continuity
Tax Matters
Insurance
Regulatory Compliance
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