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Asset Purchase Agreement Goodwill
"I need an Asset Purchase Agreement Goodwill for the acquisition of a Singapore-based retail chain's goodwill and customer relationships, with specific provisions for protecting customer data and maintaining existing supplier relationships during the transition period starting March 2025."
1. Parties: Identification of buyer and seller, including registration details and addresses
2. Background/Recitals: Context of the transaction and brief description of the business and goodwill being transferred
3. Definitions: Key terms used throughout the agreement, including definition of goodwill and assets
4. Sale and Purchase: Core transaction terms including purchase price and payment terms
5. Completion: Timing and mechanics of the transfer, including conditions precedent
6. Seller's Warranties: Representations about the business, goodwill, and associated assets
7. Non-Competition: Restrictions on seller's future business activities
8. Governing Law: Specification of Singapore law and jurisdiction
1. Employee Matters: Provisions regarding transfer of employees and related obligations when staff are being transferred as part of the business
2. Tax Matters: Specific tax arrangements and allocations when complex tax implications exist in the transaction
3. Intellectual Property: Specific IP transfer provisions when significant intellectual property assets are involved
4. Post-Completion Obligations: Ongoing obligations after completion when transition period is required
1. Asset Schedule: Detailed list of tangible and intangible assets included in sale
2. Intellectual Property Schedule: List of trademarks, patents, and other IP rights being transferred
3. Customer Contracts Schedule: List of transferred customer relationships and contracts
4. Employee Schedule: List of transferring employees and their terms
5. Completion Obligations: Detailed list of actions required at completion
6. Form of Transfer Documents: Template documents for transferring specific assets
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