Gift of Business Goodwill

THE DEED OF GIFT is made entered into at……………………. day of …………. 20... Between …………………..………… residing at .…………………… hereinafter referred to as 'The Donor' (Which expression shall unless repugnant to the context or meaning thereof be deemed to include his /their heirs, executors, administrator, and assigns) of the One Part and Mr ……………………….. residing at ….…………. hereinafter referred to as “The Donee” (Which expression shall unless repugnant to the context or meaning thereof be deemed to include his/their heirs, executors, administrator, and assigns) of the Other Part;

WHEREAS the grantor has for many years past carried on the trade or business of ………… at…………..(hereinafter called the donor’s business) and in connection therewith is the registered proprietor of the trade marks relevant particulars of which are set out in the first schedule hereto. AND WHEREAS the donor is the inventor and patentee of the invention described in the second schedule hereto (hereinafter called the invention) the patent in respect of which was granted and trade mark registered …………. Under number ……… of……. AND WHEREAS by articles of partnership bearing even date with and executed immediately before this deed and made between the donees respectively the donees agreed to carry on in co-partnership the trade or business of …………… subject to the stipulations therein contained for a term of ……. years from the date thereof. AND WHEREAS with a view to setting up the donees in the partnership business the donor is desirous of assigning the goodwill of his business and the said trade marks to the donees and granting to them the licence hereinafter contained.

NOW THIS DEED WITNESSETH AS FOLLOWS :

1. In consideration of his natural love and affection for the donees the donor hereby assigns unto the donees all that the goodwill of the donor in his business and also all those the trade marks specified in the first schedule hereto and all the rights and privileges incidental thereto to hold the same unto the donees absolutely as joint tenants as the property of the partnership business subject to the provisions and stipulation contained in the said articles of partnership.

2. For the consideration aforesaid aforesaid the donor hereby grants unto the donees and the survivor of them personally and so that this licence shall not be assignable the sole and exclusive licence to make use, exercise and send the invention in all parts of India during the residue of the term of the said letters patent and any renewal or extension of such term if the donees or such survivor shall so long continue to carry on the partnership business subject to the donees or the survivor of them at their or his own cost keeping up the said letters patent and with power to the donees or the survivor of them at the like cost of take in the name of the donor all necessary legal proceedings for effectually protecting or defending the same against infringement.

IN WITNESS WHEREOF the parties have put their respective hands the day and year first above written.

THE FIRST SCHEDULE 

THE SECOND SCHEDULE 

Signed	and Delivered by the
withinnamed Donor ………………
in the presence of …………………
………………..
………………..

Signed by withinnamed
Donee ……………. 
in the presence of …………..
…………................
……………………..