Assignment of a Business and Its Goodwill (India)
Updated 24 July 2026
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.
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.
About this template
What is this template?
Assignment of a Business and Its Goodwill (India) is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with India in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.