Assignment of a Business and Its Goodwill (India) by OLL
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ASSIGNMENT OF BUSINESS AND ITS GOODWILL
THIS ASSIGNMENT etc. (as in Form No. 1).
WHEREAS the Assignor has been carrying on the business of …………………………………………………………………. for some years past and has earned a goodwill and established a reputation and business connections with various other firms and persons and the assets and liabilities of the said business are as mentioned in the Schedule as annexed hereto;
AND WHEREAS the Assignee has agreed to take the business of the Assignor as a running concern along with its goodwill, obligations and outstandings for a consideration of Rs_________
NOW THIS DEED OF ASSIGNMENT WITNESSES—
1. That in pursuance of the said agreement and in consideration of the sum of Rs ___________________ paid to the Assignor (the receipt of which sum the Assignor hereby acknowledges) the Assignor hereby assigns to the Assignee:
(i) the goodwill of the business;
(ii) all the rights, privileges, advantages and benefits arising out of all pending contracts and engagements;
(iii) all debts and outstandings mentioned in the Schedule annexed and all other sums which are or may be found due to the Assignor in connection with the busines
(iv) stock-in-trade. furniture, fixtures of the business;
(v) trade mark in respect of __________________
TO HOLD the same absolutely. The Assignor has no right or interest of any kind left in the same.
2. The Assignee hereby covenants that he shall pay and discharge all debts, liabilities and outgoings of the said business up to this day and will at all times save the harmless and keep indemnified the Assignor and his estate and effects from and against all proceedings, costs, claims, expenses and liabilities whatsoever in respect thereof.
3. The Assignor hereby covenants and assures the Assignee that he shall assist the Assignee in claiming and realising the debts and outstandings of the business and in explaining any items in the account books so as to support any lawful claim in respect of the said debts and outstandings.
IN WITNESS WHEREOF etc. etc.
This document is a formal deed for the transfer of a business and its associated goodwill from one party to another. It includes the assignment of stock-in-trade, pending contracts, trademarks, and debts, while also ensuring the new owner takes over liabilities and indemnifies the previous owner.
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About this template
What is this template?
This is a formal deed for the permanent transfer of a business enterprise and its intangible goodwill. It includes specific provisions for the transfer of trademarks and the assumption of liabilities, which a standard asset purchase agreement might handle differently.
When should you use it?
Use this when transferring the entire reputation and 'running concern' status of a business in India, rather than using a simple Bill of Sale for isolated equipment.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Assignment of Assets | The Assignor transfers the business goodwill, pending contracts, stock-in-trade, furniture, and specific trade marks to the Assignee for a stated Rupee consideration. |
| 2 | Indemnity and Liabilities | The Assignee agrees to discharge all business debts and liabilities, indemnifying the Assignor against all future proceedings and costs related to these obligations. |
| 3 | Assistance in Debt Realisation | The Assignor must assist the Assignee in claiming and realising business debts and explaining account book items to support lawful claims. |
Who it's for
- an owner selling a business in India as a running concern including its brand reputation
- a buyer acquiring a business's stock-in-trade, trademarks, and existing debts for a fixed price
How long it runs and how it's signed
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