The Deed of Assignment of Goodwill is a crucial document in New Zealand business transactions, used when transferring the intangible assets and reputation of a business. This deed is particularly important in business sales, mergers, or restructuring where the value of the business's reputation, customer relationships, and market position needs to be formally transferred. It ensures compliance with New Zealand law, including the Property Law Act 2007 and Contract and Commercial Law Act 2017. The document typically includes comprehensive details about the goodwill being transferred, warranties from the transferor, protective covenants, and consideration paid. A Deed of Assignment of Goodwill is essential for protecting both parties' interests and ensuring a clear legal framework for the transfer of these valuable intangible assets.
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1. Parties: Identifies and provides full details of the Assignor (current owner) and Assignee (new owner) of the goodwill
2. Background: Explains the context of the assignment, including details about the business whose goodwill is being transferred and the intention to assign
3. Definitions and Interpretation: Defines key terms used in the deed including 'Goodwill', 'Business', 'Effective Date' and interpretation rules
4. Assignment: Core provision that effects the transfer of goodwill from Assignor to Assignee
5. Consideration: Specifies the payment or other consideration for the assignment of goodwill
6. Assignor's Warranties: Warranties given by the Assignor regarding ownership, right to assign, and nature of the goodwill
7. Protection of Goodwill: Includes non-compete and non-solicitation provisions to protect the transferred goodwill
8. Further Assurance: Obligation to execute further documents and take additional steps if needed to perfect the assignment
9. Costs and Stamp Duty: Specifies who bears the costs of preparing and executing the deed and any applicable duties
10. Governing Law and Jurisdiction: Specifies that New Zealand law governs the deed and courts have jurisdiction
11. Execution: Formal execution block meeting requirements for a deed under New Zealand law
1. Intellectual Property: Additional provisions dealing with transfer of associated intellectual property rights, used when goodwill is connected to specific IP
2. Employee Matters: Provisions regarding employees and their relationships with the business, used when employee relationships are crucial to the goodwill
3. Confidentiality: Detailed confidentiality provisions, used when specific confidential information needs protection
4. GST: Specific GST provisions and warranties, used when the transaction is subject to GST
5. Assignment of Contracts: Provisions for assigning related contracts, used when specific contracts are integral to the goodwill
6. Transitional Arrangements: Provisions for temporary support or transition period, used when handover period is required
1. Description of Business: Detailed description of the business whose goodwill is being transferred
2. Calculation of Consideration: Details of how the consideration was calculated and payment terms if applicable
3. List of Business Assets: Inventory of tangible and intangible assets associated with the goodwill
4. Excluded Assets: List of assets specifically excluded from the transfer
5. Required Consents: List of third-party consents required for the assignment
6. Transitional Services: Details of any transitional services to be provided by the Assignor
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