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1. Parties: Identification and details of the seller and purchaser of the goodwill
2. Background: Context of the transaction, including brief description of the business and reason for the goodwill transfer
3. Definitions: Definitions of key terms used in the agreement, including 'Goodwill', 'Business', 'Effective Date', etc.
4. Sale and Purchase of Goodwill: Core provision detailing the transfer of goodwill and what it comprises
5. Purchase Price: Agreed value of the goodwill and payment terms
6. Completion: Details of when and how the transfer will be completed
7. Seller's Representations and Warranties: Warranties regarding ownership, right to sell, and quality of goodwill
8. Non-Compete Covenant: Restrictions on seller's future business activities
9. Confidentiality: Obligations regarding confidential information
10. Handover: Process for transferring business relationships, customer lists, and other goodwill components
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
12. Dispute Resolution: Process for resolving any disputes arising from the agreement
1. Employee Matters: Include when employees are being transferred as part of the goodwill
2. Regulatory Approvals: Include when specific regulatory clearances are required
3. Intellectual Property Rights: Include when specific IP rights are part of the goodwill transfer
4. Tax Indemnity: Include when specific tax implications need to be addressed
5. Post-Completion Obligations: Include when specific actions are required after completion
6. Third Party Consents: Include when third party approvals are needed for the transfer
1. Schedule 1 - Description of Business: Detailed description of the business whose goodwill is being transferred
2. Schedule 2 - Valuation Report: Detailed breakdown of goodwill valuation
3. Schedule 3 - List of Assets: Inventory of tangible and intangible assets included in the transfer
4. Schedule 4 - Customer Lists: Details of existing customers and contracts
5. Schedule 5 - Completion Requirements: Checklist of actions required for completion
6. Appendix A - Form of Transfer Deed: Template for the formal transfer deed
7. Appendix B - Handover Schedule: Timeline and process for business handover
Retail
Professional Services
Manufacturing
Healthcare
Hospitality
Technology
Financial Services
Education
Consulting
E-commerce
Real Estate
Restaurant and Food Services
Automotive
Media and Entertainment
Legal
Finance
Corporate Development
Tax
Business Development
Mergers & Acquisitions
Commercial
Compliance
Strategy
Corporate Secretarial
Chief Executive Officer
Chief Financial Officer
Business Owner
Managing Director
Corporate Lawyer
Business Development Manager
Mergers & Acquisitions Director
Financial Controller
Company Secretary
Commercial Director
Business Valuation Expert
Tax Director
Partnership Partner
Legal Counsel
Business Transfer Specialist
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