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Wholesale Assignment Contract Template for Malaysia

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Key Requirements PROMPT example:

Wholesale Assignment Contract

"I need a Wholesale Assignment Contract under Malaysian law for transferring our entire pharmaceutical distribution business, including inventory, customer contracts, and supplier agreements, to a major regional distributor, with completion planned for March 2025."

Document background
The Wholesale Assignment Contract is a specialized commercial agreement used in Malaysia when one business entity wishes to transfer substantial rights, assets, or contractual positions to another entity in a wholesale context. This document is particularly relevant for large-scale commercial transactions, corporate restructuring, or business acquisitions where multiple assets or rights are being transferred simultaneously. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950, Civil Law Act 1956, and relevant regulatory frameworks. It typically includes detailed provisions for the transfer mechanism, warranties, indemnities, and completion requirements, while addressing specific Malaysian commercial and regulatory considerations. The document is essential for ensuring legal certainty and protecting both parties' interests in significant wholesale transfer transactions.
Suggested Sections

1. Parties: Identification of the Assignor and Assignee with full legal names and registered addresses

2. Background: Context of the assignment, including description of the business relationship and purpose of the assignment

3. Definitions: Definitions of key terms used throughout the agreement

4. Assignment: Core provisions detailing what is being assigned and the effective date of assignment

5. Consideration: Details of the payment or other consideration for the assignment

6. Representations and Warranties: Assignor's warranties regarding ownership, right to assign, and quality of assigned rights/assets

7. Covenants: Ongoing obligations of both parties post-assignment

8. Completion: Mechanics and timing of the assignment completion

9. Further Assurance: Obligations to execute further documents or take additional steps if needed

10. Notices: Process and requirements for formal communications between parties

11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Tax Provisions: Include when there are specific tax implications or arrangements between the parties

2. Regulatory Compliance: Include when the assignment requires specific regulatory approvals or notifications

3. Confidentiality: Include when sensitive information is involved in the assignment

4. Non-Competition: Include when there are concerns about competitive activities post-assignment

5. Third Party Consents: Include when the assignment requires consent from other parties

6. Intellectual Property: Include when IP rights are part of the assigned assets

7. Employee Matters: Include when the assignment involves transfer of employees or employee-related obligations

8. Dispute Resolution: Include when parties want specific dispute resolution procedures beyond court jurisdiction

Suggested Schedules

1. Schedule 1 - Assigned Assets: Detailed list and description of all assets being assigned

2. Schedule 2 - Excluded Assets: List of specific assets explicitly excluded from the assignment

3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion

4. Schedule 4 - Form of Notice: Template notices to third parties regarding the assignment

5. Schedule 5 - Existing Contracts: List of relevant contracts being assigned

6. Appendix A - Required Consents: List of third-party consents required for the assignment

7. Appendix B - Outstanding Liabilities: Details of any liabilities relevant to the assignment

8. Appendix C - Regulatory Requirements: List of regulatory requirements and compliance matters

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


























Clauses






























Relevant Industries

Manufacturing

Wholesale Trade

Distribution

Retail

Import/Export

Logistics

Fast-Moving Consumer Goods

Industrial Equipment

Agriculture

Telecommunications

Technology

Pharmaceuticals

Construction Materials

Automotive

Energy

Relevant Teams

Legal

Finance

Commercial

Procurement

Operations

Compliance

Risk Management

Supply Chain

Business Development

Corporate Affairs

Relevant Roles

Commercial Director

Head of Legal

Chief Financial Officer

Procurement Manager

Business Development Manager

Corporate Counsel

Compliance Officer

Contract Manager

Operations Director

Risk Manager

General Counsel

Finance Manager

Commercial Manager

Supply Chain Manager

Legal Counsel

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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