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Contract For Sale Of Business
"I need a Contract for Sale of Business for my medium-sized retail clothing business in Sydney, with specific provisions for transferring three store leases, inventory valued at approximately $500,000, and protecting my customer database and brand name, with completion planned for March 2025."
1. Parties: Identifies and provides full details of the vendor and purchaser
2. Background: Outlines the context of the sale, including brief business description and parties' intention to sell/purchase
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details the assets being sold and purchased, including the business as a going concern
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Deposit: Details the deposit amount, payment timing, and handling conditions
7. Completion: Specifies completion date, location, and requirements for settlement
8. Pre-completion Obligations: Lists vendor's obligations in running the business before completion
9. Vendor Warranties: Contains warranties about the business, assets, financial statements, and operations
10. Purchaser Warranties: Contains warranties from the purchaser, including capacity to complete the purchase
11. Employees: Addresses treatment of employees, including transfers, entitlements, and redundancies
12. Restraint of Trade: Details non-compete and non-solicitation obligations
13. Confidentiality: Covers confidentiality obligations regarding business information
14. GST: Addresses GST treatment of the sale and individual assets
15. Default and Termination: Specifies events of default and termination rights
16. Disputes: Outlines dispute resolution procedures
17. General Provisions: Contains standard boilerplate clauses including notices, governing law, etc.
1. Intellectual Property: Required when significant IP assets are involved, detailing their transfer and protection
2. Lease Assignment: Needed when business premises are leased and the lease is being transferred
3. Stock: Required when inventory forms part of the sale, including valuation methods
4. Third Party Consents: Necessary when key contracts or licenses require third party approval for transfer
5. Earn-out Provisions: Used when part of purchase price is contingent on future performance
6. Environmental Matters: Required for businesses with environmental compliance obligations
7. Information Technology: Needed when IT systems and software licenses are significant assets
8. Training and Handover: Important when vendor's expertise transfer is crucial to business continuity
9. Property Sale: Required when business premises are owned and included in sale
10. Security Interests: Needed when assets are subject to security interests requiring discharge
1. Asset Register: Detailed list of all physical assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Employee Details: List of employees, their roles, and entitlements
4. Contracts and Agreements: Schedule of all business contracts being transferred
5. Intellectual Property: Details of all IP rights, registrations, and licenses
6. Lease Details: Particulars of any lease arrangements being transferred
7. Stock List: Inventory of stock to be transferred at completion
8. Purchase Price Allocation: Breakdown of purchase price across different asset categories
9. Outstanding Liabilities: List of liabilities to be assumed by purchaser
10. Required Consents: List of third-party consents needed for completion
Authors
Retail
Hospitality
Manufacturing
Professional Services
Healthcare
Technology
Construction
Education
Agriculture
Transport and Logistics
Real Estate
Financial Services
Media and Entertainment
Automotive
Mining and Resources
Legal
Finance
Executive Leadership
Operations
Human Resources
Compliance
Risk Management
Mergers & Acquisitions
Commercial
Business Development
Asset Management
Company Secretariat
Chief Executive Officer
Managing Director
Business Owner
Commercial Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Broker
Mergers & Acquisitions Manager
Due Diligence Officer
Company Secretary
Commercial Director
Operations Manager
Human Resources Director
Risk Manager
Compliance Officer
Business Development Manager
Asset Manager
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