Assignment of a Goodwill Business (India) by OLL
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ASSIGNMENT OF A GOODWILL /BUSINESS
This Deed of Assignment being executed on this ________________ day of _________.
Between
Mr. __________________________,
S/o Mr. _____________________________________________,
address _____________________________________________________ (as named "the assignor") which expression shall include his successors, executors and administrators on the one part
And
Mr. _________________________________,
S/o. ________________________________,
Resi _______________________________________________________________________________ (as named "the assignee") which expression shall include his successors, executors and administrators of the other part.
Whereas
1. The assignor is in the trade of manufacturing cloth and so, for the past ………………... years.
2. The assignor has by way of the said trade earned goodwill and established a good reputation. The assignor has trade connections with several other firms/persons.
3. The assets liabilities of the said trade are stated in Annexure I enclosed herein.
4. The assignee has for a sum of Rs. _____________, consented in taking the trade of the assignor as a running business with its goodwill, liabilities and remaining.
Now This Deed Witnesses as Follows:
1. That according the said covenant and in lieu of the sum of Rs.__________
(Rupees_________________________________________________ ______________only)
paid to the assignor (whose receipt is hereby acknowledges) assignor beneficial owner hereby assigns as follow to the assignee—
(i) the goodwill trade;
(ii) all debts and outstanding stated in the schedule unclose and also other sums as are or may be found due to assignor concerning the trade;
(iii) all rights, privileges, benefits, emerging out all pending contractual engagement.
(iv) Business -mark in concerning said trade;
(v) stock-in-business furniture, fixtures of the trade;
The assignee shall take over the said trade completely. The assignor bearing no right /interest of any form as left in the same.
2. The assignor also agrees and guarantees the assignee that help the assistance in claiming and realizing/ getting the debts remaining of the trade. assignor shall also at all period clarify, any item in account books, for claiming any legal claim , concerning the said debts /outstanding.
3. The assignee also consents that for paying and discharging all debts, liabilities and outstanding of the said trade till this day shall, at all times, keep indemnified the assignor /his estate and effects from and against all hearing, costs, claims, expenses/liabilities, whatsoever, relating thereof.
In Witness Whereof, the parties to this deed have signed at Shimla, on day, month and year first above noted, in presence of :
Assignor
___________
Assignee:
____________
Signed .................
Date ................
Witnesses:
1.
2.
This template is used for the formal transfer of a running business and its goodwill from one party to another. It outlines the transfer of assets, debts, trade connections, and trademarks while including indemnification clauses for the assignor against future liabilities. It is particularly useful for small to medium business owners in India looking to sell their operations as a going concern.
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About this template
What is this template?
This document is a formal deed for the transfer of a business as a 'running concern' including its reputation and liabilities. It is not a simple share purchase agreement or a commercial lease assignment; it specifically transfers trade marks, stock, and furniture. The deed includes an indemnity for the seller against future claims on business debts.
When should you use it?
Use this deed when selling the entirety of a private manufacturing trade located in India, particularly in Himachal Pradesh, to another individual. Use a Business Sale Agreement instead if the transaction involves complex warranties or the sale of a corporate entity's shares.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Assignment of Business Assets | Transfers the goodwill, trade debts, contractual benefits, business marks, and stock-in-trade to the Assignee for a specific sum in Rupees. |
| 2 | Assistance in Realization | Obliges the Assignor to assist the Assignee in claiming debts and clarifying account books for legal claims related to the business. |
| 3 | Indemnity for Liabilities | Requires the Assignee to indemnify the Assignor against all costs and claims arising from business debts and liabilities after the transfer date. |
Who it's for
- an individual business owner in India selling a cloth manufacturing trade as a running business
- an entrepreneur acquiring a business including its trade connections and existing reputation
- a seller transferring both physical furniture and intangible business marks for a fixed price
How long it runs and how it's signed
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