GIFT OF BUSINESS GOODWILL

This deed of gift of business goodwill is made this day of…………..2005 between AB son of………..residing at………… (hereinafter called the donor) of the one part and CD and EF sons of	 residing at………..(hereinafter called the donees) of the other part.
Whereas:
1. The donor 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.
2. 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…………….
3. 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……….(hereinafter referred to as the partnership business) subject to the stipulations therein contained for a term of……… years from the date thereof.
4. 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 stipulations contained in the said articles of partnership.
2. For the consideration aforesaid the donor hereby grants unto the donees and the survivor of them personally rights so that this licence shall not be assignable but to have 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 to take in the name of the donor all necessary legal proceedings for effectively protecting or defending the same against infringement.
The First Schedule

The Second Schedule
In witness whereof the donor, AB, has executed this deed of Gift which has been accepted on behalf of donees, CD and EF on the day, month and year first above-written.
Signed, sealed and delivered by 
AB the donor in the presence of:
Signed and sealed by CD 
and EF the donees as token
 of acceptance of the gift