Assignment of a Goodwill Business (India)
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.
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.
5.0 out of 5 on Google
Read reviewsAs seen in
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by thousands of businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work, with practicing lawyers
Trained on 5.5K+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Start free
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.