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Company Separation Agreement
"I need a Company Separation Agreement for two UAE mainland companies in the manufacturing sector, where Company A will retain the production facility and Company B will take over the distribution network, with the separation to be completed by March 2025."
1. Parties: Identification of all parties involved in the separation, including full legal names, registration numbers, and registered addresses
2. Background: History of the business relationship, current corporate structure, and reasons for separation
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Effective Date and Timeline: Specific date when the separation becomes effective and timeline for completing various separation activities
5. Asset Division: Detailed breakdown of how company assets will be divided, including physical assets, intellectual property, and contracts
6. Financial Settlement: Terms of financial separation, including payment obligations, debt allocation, and settlement of accounts
7. Employee Matters: Arrangements for employee transfers, benefits, and related obligations in compliance with UAE Labor Law
8. Intellectual Property Rights: Division and future usage rights of intellectual property, trademarks, and trade names
9. Confidentiality: Obligations regarding confidential information and trade secrets post-separation
10. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
11. Representations and Warranties: Standard representations and warranties from each party
12. Tax Matters: Allocation of tax liabilities and responsibilities
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Transition Services: Required when one party needs to provide operational support to the other for a period post-separation
2. Customer Communication: Include when there's a need to manage customer relationships and communications about the separation
3. Government Approvals: Required when the separation needs specific regulatory or government approvals
4. Islamic Finance Compliance: Required when the separation involves Sharia-compliant financial arrangements
5. Free Zone Requirements: Include when either party operates within a UAE Free Zone
6. Environmental Matters: Required when the separation involves transfer of environmental liabilities or permits
7. Parent Company Guarantees: Include when parent company guarantees are needed for ongoing obligations
1. Schedule 1 - Asset List: Detailed inventory of all assets being divided, including valuations
2. Schedule 2 - Intellectual Property Register: Complete list of IP rights and their allocation between parties
3. Schedule 3 - Employee Transfer List: List of employees to be transferred and their terms of employment
4. Schedule 4 - Contracts Assignment: List of contracts to be assigned or terminated, including customer and supplier agreements
5. Schedule 5 - Financial Settlement Terms: Detailed breakdown of financial settlements, including payment schedules
6. Schedule 6 - Transition Services Agreement: Details of any transition services to be provided post-separation
7. Schedule 7 - Property Rights: Details of real estate and property rights allocation
8. Appendix A - Corporate Documents: Copies of relevant corporate documents and certificates
9. Appendix B - Government Approvals: Copies of required government and regulatory approvals
Authors
Manufacturing
Trading
Professional Services
Technology
Real Estate
Construction
Financial Services
Healthcare
Retail
Hospitality
Energy
Logistics
Media and Entertainment
Telecommunications
Legal
Finance
Human Resources
Operations
Compliance
Risk Management
Corporate Governance
Business Development
Strategy
Corporate Communications
Information Technology
Facilities Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Finance Director
Legal Director
Operations Director
Human Resources Director
Compliance Officer
Risk Manager
Business Development Director
Company Secretary
Commercial Director
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