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Business Transfer Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Transfer Contract

I need a Business Transfer Contract for the sale of my Dubai-based technology consulting company to a multinational corporation, with specific provisions for intellectual property transfer and employee retention programs, targeted for completion by March 2025.

Document background
A Business Transfer Contract is a critical document used in the UAE for facilitating the complete or partial transfer of business ownership, assets, and operations from one entity to another. This document is essential for transactions governed by UAE law, particularly under Federal Law No. 32 of 2021 and related commercial regulations. It's utilized when businesses undergo ownership changes, restructuring, or strategic sales, ensuring compliance with UAE's specific requirements for business transfers, including necessary approvals from relevant authorities, treatment of employees under UAE Labor Law, and consideration of local ownership requirements. The contract must address unique aspects of UAE business practice, including mainland versus free zone considerations, and may require additional documentation for various government departments and regulatory bodies.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names, registration numbers, and registered addresses

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

3. Definitions: Defined terms used throughout the agreement, including Business, Assets, Completion Date, and other key terms

4. Sale and Purchase: Core transaction terms, including what is being sold and purchased, and the basis of transfer

5. Purchase Price: Details of the consideration, payment terms, and any adjustments

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Post-Completion Obligations: Actions required after completion, including handover processes and transitional arrangements

10. Employees: Treatment of employees, transfer of employment contracts, and related obligations

11. Warranties and Representations: Standard warranties about the business, assets, and authority to enter into the transaction

12. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims and general liability

13. Confidentiality: Obligations regarding confidential information and announcements

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions

Optional Sections

1. Intellectual Property: Detailed provisions for IP transfer and licensing, used when the business has significant IP assets

2. Property Matters: Specific provisions for real estate transfer or assignment of leases, required when premises are part of the transfer

3. Competition Restrictions: Non-compete and non-solicitation provisions, included when protecting goodwill is crucial

4. Tax Matters: Specific tax indemnities and allocations, needed for complex tax situations

5. Environmental Matters: Environmental warranties and indemnities, required for businesses with environmental risks

6. Data Protection: Provisions for transfer of personal data, needed when significant customer or employee data is involved

7. Earn-out Provisions: Structure for additional payments based on future performance, used when part of consideration is contingent

8. Third Party Consents: Process for obtaining required third party approvals, needed when key contracts require consent for transfer

Suggested Schedules

1. Business Assets Schedule: Detailed list of all assets included in the transfer

2. Excluded Assets Schedule: List of assets specifically excluded from the transfer

3. Employee Schedule: List of transferring employees and their key employment terms

4. Contract Schedule: List of business contracts being transferred

5. Properties Schedule: Details of any real estate or lease arrangements

6. Intellectual Property Schedule: List of IP rights being transferred

7. Completion Deliverables: Detailed list of documents and items to be delivered at completion

8. Form of Transfer Documents: Pro forma transfer documents required under UAE law

9. Warranties Schedule: Detailed business warranties and any disclosed exceptions

10. Purchase Price Adjustment Mechanism: Detailed calculation methods for any price adjustments

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























































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Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Healthcare

Hospitality

Real Estate

Construction

Financial Services

Trading

Logistics

Education

Media and Entertainment

Energy

Telecommunications

Relevant Teams

Legal

Finance

Human Resources

Operations

Compliance

Risk Management

Corporate Development

Strategy

Commercial

Business Development

Tax

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Director

Corporate Counsel

Business Development Director

Operations Director

Human Resources Director

Company Secretary

Finance Manager

Compliance Officer

Risk Manager

Strategy Director

Commercial Director

Integration Manager

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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