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Asset Purchase Agreement Goodwill Template for Australia

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Key Requirements PROMPT example:

Asset Purchase Agreement Goodwill

"I need an Asset Purchase Agreement Goodwill for the sale of my Melbourne-based boutique consulting firm with 15 employees, including transfer of client relationships and methodology IP, with completion planned for March 2025 and a 3-year non-compete clause."

Document background
The Asset Purchase Agreement Goodwill is a specialized legal document used in Australian business transactions where one party wishes to acquire the intangible assets and goodwill of another business. This document is particularly relevant when the value of the business significantly derives from its reputation, customer relationships, and market position rather than just physical assets. It addresses key considerations under Australian law including GST implications, competition law compliance, and state-specific requirements. The agreement typically includes detailed provisions for valuation methods, payment terms, warranties about the business's goodwill, restraint of trade provisions to protect the purchased goodwill, and specific completion requirements. It's commonly used in business sales, succession planning, and corporate restructuring scenarios where preserving and transferring customer relationships and business reputation is crucial.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including ABN/ACN and addresses

2. Background: Context of the transaction, description of the business and assets being sold

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core agreement to sell and purchase the assets, including goodwill

5. Purchase Price: Amount payable and allocation of purchase price among assets

6. Payment Terms: Method and timing of payment, including any deposits or installments

7. Completion: Completion date, requirements, and obligations of each party at completion

8. Pre-Completion Obligations: Obligations of parties between signing and completion, including business conduct

9. Seller's Warranties: Warranties regarding the business, assets, and goodwill being sold

10. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to complete the purchase

11. Restraint of Trade: Non-compete and non-solicitation provisions to protect the goodwill

12. Confidentiality: Protection of confidential information and trade secrets

13. GST: GST treatment of the transaction

14. Notices: How formal notices under the agreement must be given

15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.

Optional Sections

1. Employee Matters: Include when employees are being transferred or when employment arrangements affect goodwill

2. Intellectual Property: Include when specific IP assets need to be transferred separately from general goodwill

3. Property Leases: Include when business premises leases need to be assigned or new leases negotiated

4. Environmental Matters: Include for businesses with environmental risks or compliance requirements

5. Third Party Consents: Include when key contracts or licenses require third party consent for transfer

6. Adjustment of Purchase Price: Include when price adjustments based on completion accounts are required

7. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

8. Tax Indemnities: Include when specific tax risks need to be allocated between parties

9. Transfer of Business Licenses: Include when specific licenses or permits are crucial to business operation

Suggested Schedules

1. Assets Schedule: Detailed list of all assets being transferred

2. Excluded Assets: List of assets specifically excluded from the sale

3. Contracts Schedule: List of contracts being assigned or novated

4. Employees Schedule: Details of employees and their entitlements if relevant

5. Intellectual Property Schedule: Details of IP rights being transferred

6. Lease Details: Details of any leases being transferred

7. Purchase Price Allocation: Breakdown of purchase price across different asset categories

8. Form of Transfer Documents: Pro forma documents required for completion

9. Completion Checklist: List of actions and documents required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions































































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Relevant Industries

Retail

Professional Services

Hospitality

Manufacturing

Technology

Healthcare

Construction

Education

Financial Services

Automotive

Agricultural

Transport and Logistics

Media and Entertainment

Real Estate

Consulting

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Operations

Commercial

Business Development

Executive Leadership

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Business Owner

Managing Director

Corporate Lawyer

Legal Counsel

Finance Manager

Business Development Manager

Operations Manager

Company Secretary

Mergers & Acquisitions Director

Tax Manager

Compliance Officer

Risk Manager

Business Broker

Accountant

Commercial Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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