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Business Separation Agreement
"I need a Business Separation Agreement for splitting a technology consulting partnership in New Zealand, where one partner will retain the existing client base and IP rights while the other partner will establish a new business focusing on different market segments, with the separation to be completed by March 2025."
1. Parties: Identifies all parties to the agreement, including their legal names, addresses, and company details
2. Background: Outlines the history of the business relationship and reasons for separation
3. Definitions: Defines key terms used throughout the agreement
4. Effective Date and Separation Timeline: Specifies when the separation takes effect and key milestone dates
5. Asset Division: Details how business assets will be divided between the parties
6. Liabilities and Debt Allocation: Specifies how existing debts and liabilities will be allocated
7. Customer and Contract Division: Outlines how existing customer relationships and contracts will be allocated
8. Financial Settlement: Details any financial payments or settlements between the parties
9. Employee Matters: Addresses the allocation of employees and related obligations
10. Confidentiality: Establishes ongoing confidentiality obligations
11. Non-Compete and Non-Solicitation: Sets out restrictions on future business activities and customer/employee solicitation
12. Mutual Release: Contains mutual releases from future claims
13. Dispute Resolution: Outlines the process for resolving any disputes
14. General Provisions: Includes standard boilerplate clauses like governing law, notices, and amendments
1. Intellectual Property Rights: Detailed section for businesses with significant IP assets requiring specific division or licensing arrangements
2. International Operations: Additional provisions for businesses operating across multiple jurisdictions
3. Shared Services Agreement: Provisions for continuing shared services during a transition period
4. Tax Matters: Specific tax-related provisions for complex tax situations
5. Brand and Trading Names: Specific provisions for the division or use of business names and brands
6. Data Protection and Privacy: Detailed provisions for handling customer and business data post-separation
7. Warranties and Representations: Additional warranties where specific assurances are required
8. Insurance Matters: Provisions dealing with existing insurance policies and future coverage
9. Environmental Liabilities: For businesses with potential environmental obligations or risks
10. Pension and Benefits: For businesses with shared pension schemes or employee benefits
1. Schedule 1 - Asset Register: Detailed list of all assets being divided, including values and allocation
2. Schedule 2 - Contracts Register: List of all contracts and their allocation between parties
3. Schedule 3 - Employee Register: List of employees and their allocation between parties
4. Schedule 4 - Intellectual Property Register: Detailed list of IP assets and their allocation
5. Schedule 5 - Financial Settlement Terms: Detailed payment terms and calculations
6. Schedule 6 - Transition Plan: Detailed timeline and responsibilities for implementing the separation
7. Schedule 7 - Shared Services Agreement: Details of any ongoing shared services arrangements
8. Schedule 8 - Property Details: Details of real property allocation and any lease arrangements
9. Appendix A - Required Corporate Resolutions: Forms of corporate resolutions required to effect the separation
10. Appendix B - Form of Mutual Release: Detailed form of mutual release between parties
Authors
Manufacturing
Professional Services
Retail
Technology
Construction
Healthcare
Financial Services
Hospitality
Real Estate
Agriculture
Mining
Education
Transport and Logistics
Media and Entertainment
Legal
Finance
Corporate Advisory
Human Resources
Operations
Risk Management
Compliance
Corporate Secretariat
Business Development
Strategic Planning
Asset Management
Commercial Operations
Chief Executive Officer
Managing Director
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
Corporate Lawyer
Business Development Director
Finance Director
Company Secretary
Risk Manager
Commercial Director
Human Resources Director
Operations Manager
Partnership Manager
Business Owner
Restructuring Manager
Corporate Advisory Manager
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