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Goodwill Purchase Agreement
"I need a Goodwill Purchase Agreement to acquire the goodwill of a Singapore-based coffee shop chain with 5 locations, including their customer database and trade name, with completion planned for March 2025, and I need specific provisions for employee retention and supplier relationships."
1. Parties: Identification and details of the seller and purchaser of goodwill
2. Background: Context of the transaction and brief description of the business goodwill
3. Definitions: Key terms used throughout the agreement, including specific definition of goodwill
4. Sale and Purchase: Core terms of the transfer of goodwill
5. Purchase Price: Agreed value and payment terms
6. Completion: Timeline and mechanics of the transfer
7. Warranties: Standard representations about the goodwill and business
8. Governing Law: Specification of Singapore law as governing law
1. Non-Compete Provisions: Restrictions on seller's future business activities - used when protecting the purchased goodwill requires restricting seller's future activities
2. Employee Matters: Provisions regarding staff retention or transfer - used when employees are crucial to maintaining the goodwill
3. Intellectual Property: Specific provisions about associated IP rights - used when IP forms significant part of the goodwill
1. Schedule 1: Business Assets: Detailed list of tangible and intangible assets comprising the goodwill
2. Schedule 2: Valuation Report: Independent valuation of the goodwill being purchased
3. Schedule 3: Warranties: Detailed warranties given by the seller
4. Schedule 4: Existing Contracts: List of business contracts relevant to the goodwill
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