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Deed Of Assignment Of Goodwill
"I need a Deed of Assignment of Goodwill for transferring my Malaysian retail clothing business goodwill to a corporate buyer, with a 3-year non-compete clause for Selangor state, to be completed by March 2025."
1. Parties: Identifies and defines the Assignor and Assignee with their full legal names, registration numbers (if companies), and addresses
2. Background: Recitals explaining the context of the assignment, including details about the business whose goodwill is being transferred
3. Definitions: Defines key terms used in the deed, including 'Goodwill', 'Business', 'Effective Date', and other relevant terms
4. Assignment: Core clause that effects the transfer of goodwill from Assignor to Assignee
5. Consideration: States the amount paid or to be paid for the goodwill
6. Assignor's Warranties: Warranties regarding ownership of goodwill, right to assign, and absence of encumbrances
7. Protection of Goodwill: Restrictions on Assignor's future activities to protect the transferred goodwill
8. Completion: Details of when and how the transfer will be completed
9. Further Assurance: Obligation to execute further documents and perform actions necessary to perfect the assignment
10. Governing Law: Specifies Malaysian law as governing law
11. Execution: Formal execution block meeting requirements for a deed under Malaysian law
1. Non-Competition Covenant: Detailed restrictions on Assignor's future business activities - used when specific non-compete terms are required
2. Intellectual Property Rights: Specific provisions regarding associated IP rights - used when significant IP is connected to the goodwill
3. Employee Matters: Provisions regarding employees - used when transfer of goodwill affects employment relationships
4. Tax Matters: Specific tax-related provisions - used when there are significant tax implications
5. Confidentiality: Detailed confidentiality obligations - used when sensitive business information is involved
6. Dispute Resolution: Specific dispute resolution procedures - used when parties want to specify arbitration or other ADR methods
7. Assignment and Succession: Rights to assign the deed - used when future transfers need to be addressed
1. Schedule 1 - Description of Business: Detailed description of the business whose goodwill is being transferred
2. Schedule 2 - Components of Goodwill: Itemized list of what constitutes the goodwill being transferred
3. Schedule 3 - Consideration and Payment Terms: Detailed payment structure and terms if payment is not simple one-time transfer
4. Schedule 4 - Restricted Activities: Detailed list of activities restricted under non-competition provisions
5. Appendix A - Related Intellectual Property: List of trademarks, trade names, and other IP rights associated with the goodwill
6. Appendix B - Form of Public Notice: Template for public announcement of the transfer of goodwill
Authors
Assignee
Business
Goodwill
Completion Date
Consideration
Effective Date
Execution Date
Business Assets
Business Name
Business Premises
Confidential Information
Customer Database
Encumbrance
Intellectual Property Rights
Trade Secrets
Working Day
Territory
Restricted Business
Restricted Period
Business Records
Completion
Parties
Warranties
Assignment
Material Adverse Change
Purchase Price
Due Diligence
Governing Law
Malaysian Ringgit
Assignment
Consideration
Warranties and Representations
Non-Competition
Confidentiality
Further Assurance
Protection of Goodwill
Completion
Payment Terms
Restrictions on Assignor
Intellectual Property
Indemnification
Force Majeure
Notices
Severability
Entire Agreement
Variation
Waiver
Assignment and Succession
Costs and Expenses
Governing Law
Dispute Resolution
Execution
Retail
Hospitality
Professional Services
Manufacturing
Distribution
Technology
Healthcare
Education
Food and Beverage
Construction
Real Estate
Financial Services
Consulting
Legal
Corporate Secretarial
Finance
Compliance
Business Development
Mergers & Acquisitions
Risk Management
Corporate Strategy
Executive Leadership
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Commercial Director
Business Development Manager
Mergers & Acquisitions Manager
Risk Manager
Compliance Officer
Corporate Strategy Director
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