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Goodwill Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Goodwill Purchase Agreement

"I need a Goodwill Purchase Agreement under Indonesian law for the acquisition of a local restaurant chain's goodwill, including customer database and recipes, with a non-compete clause covering Jakarta for 3 years and completion scheduled for March 2025."

Document background
The Goodwill Purchase Agreement is a vital legal instrument used in Indonesian business transactions when one party wishes to acquire the intangible assets and established market value of another business. This document is particularly relevant in scenarios involving business acquisitions, mergers, or partial business transfers where the purchasing entity seeks to benefit from the established reputation, customer base, and market position of the selling entity. The agreement must comply with Indonesian legal requirements, including the Civil Code, Company Law, and relevant tax regulations. It typically includes detailed provisions for valuation methods, payment structures, warranties, and post-completion obligations. The document is essential for protecting both parties' interests while ensuring a smooth transfer of business goodwill in accordance with Indonesian law and commercial practices.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including complete legal names, registration numbers, and addresses

2. Background: Context of the transaction, description of the business, and purpose of the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Goodwill', 'Business', 'Completion Date', etc.

4. Sale and Purchase: Core provision detailing the transfer of goodwill and what it comprises

5. Purchase Price: Agreed value of the goodwill and payment terms

6. Completion: Requirements and process for completing the transfer

7. Seller's Warranties: Warranties regarding ownership, right to sell, and quality of the goodwill

8. Seller's Covenants: Ongoing obligations of the seller, including non-compete and confidentiality

9. Tax Matters: Allocation of tax liabilities and responsibilities

10. Confidentiality: Provisions for maintaining confidentiality of business information

11. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Include when the transfer affects employees or when key employees are crucial to the goodwill value

2. Intellectual Property Assignment: Include when specific IP rights form part of the goodwill being transferred

3. Third Party Consents: Include when the transfer requires specific third-party approvals or notifications

4. Post-Completion Adjustments: Include when the purchase price may be adjusted based on post-completion calculations

5. Transitional Services: Include when the seller will provide temporary support services post-completion

6. Foreign Investment Provisions: Include when the purchaser is a foreign entity requiring compliance with Indonesian investment laws

7. Bank Guarantee/Security: Include when payment terms include deferred payments requiring security

Suggested Schedules

1. Schedule 1: Description of the Business: Detailed description of the business whose goodwill is being transferred

2. Schedule 2: Calculation of Goodwill Value: Methodology and calculations used to determine the goodwill value

3. Schedule 3: Completion Requirements: Checklist of documents and actions required for completion

4. Schedule 4: Warranties: Detailed list of warranties given by the seller

5. Schedule 5: Key Contracts: List of important contracts related to the goodwill being transferred

6. Schedule 6: Intellectual Property Rights: Inventory of IP rights included in the transfer

7. Appendix A: Form of Transfer Instruments: Template documents for executing the transfer

8. Appendix B: Required Consents: List of required third-party consents and their status

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses









































Relevant Industries

Retail

Manufacturing

Professional Services

Hospitality

Technology

Healthcare

Education

Food and Beverage

Real Estate

Financial Services

Consulting

Distribution and Wholesale

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Tax

Compliance

Risk Management

Operations

Business Development

Strategy

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Finance Director

Tax Manager

Mergers & Acquisitions Manager

Business Valuation Specialist

Commercial Director

Operations Director

Company Secretary

Risk Manager

Compliance Officer

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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