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Restaurant Sale Agreement Template for Nigeria

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Key Requirements PROMPT example:

Restaurant Sale Agreement

"I need a Restaurant Sale Agreement for the sale of my small Nigerian restaurant business in Lagos, including kitchen equipment and assignment of lease, with completion planned for March 2025 and a 3-month transition period where I'll provide operational training to the buyer."

Document background
The Restaurant Sale Agreement is a crucial legal document used in Nigeria when transferring ownership of a restaurant business. It is essential for transactions involving the sale of both small independent restaurants and larger establishment chains. The agreement comprehensively covers the transfer of tangible assets (equipment, inventory, furniture), intangible assets (goodwill, recipes, customer lists), relevant licenses and permits, and employee contracts, while ensuring compliance with Nigerian federal and state regulations, including NAFDAC requirements and local government licensing rules. This document is particularly important in Nigeria's growing hospitality sector, where restaurant acquisitions require careful attention to food safety regulations, employee rights, and business transfer laws. The agreement protects both buyer and seller by clearly defining the terms of sale, warranties, and post-sale obligations, including any non-compete provisions and handover requirements.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal names and addresses

2. Background: Context of the sale, brief description of the restaurant business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including the assets being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including deposit, payment method, and timing

6. Conditions Precedent: Conditions that must be met before completion of the sale

7. Due Diligence: Buyer's right to investigate the business and seller's obligations to provide information

8. Completion: Requirements and process for completing the sale

9. Seller's Warranties: Seller's representations about the business, assets, and liabilities

10. Assets Transfer: Specific provisions regarding the transfer of physical and intangible assets

11. Licenses and Permits: Transfer or reapplication of necessary business licenses and permits

12. Employee Matters: Treatment of existing employees and related liabilities

13. Restrictive Covenants: Non-compete and non-solicitation provisions

14. Confidentiality: Protection of business information during and after the sale

15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

16. Dispute Resolution: Process for handling disputes between parties

17. Notices: Method and addresses for formal communications between parties

18. Boilerplate Provisions: Standard contract clauses including severability, entire agreement, and amendments

Optional Sections

1. Property Transfer: Required if the sale includes real estate property transfer

2. Lease Assignment: Required if the restaurant operates from leased premises

3. Stock Transfer: Required if the sale includes transfer of company shares rather than just assets

4. Intellectual Property: Required if the restaurant has valuable trademarks, recipes, or other IP

5. Training and Handover: Optional section for detailed transition arrangements

6. Third-Party Consents: Required if specific third-party approvals are needed

7. Environmental Compliance: Required if there are specific environmental concerns or requirements

8. Supplier Contracts: Required if key supplier relationships need special handling

9. Earn-out Provisions: Optional section for performance-based additional payments

Suggested Schedules

1. Schedule 1 - Asset Inventory: Detailed list of all physical assets included in the sale

2. Schedule 2 - Equipment List: Specific list of kitchen and restaurant equipment with conditions

3. Schedule 3 - Employee Information: List of employees with terms of employment and benefits

4. Schedule 4 - Licenses and Permits: Complete list of current licenses and permits

5. Schedule 5 - Lease Details: Copy or summary of lease terms if premises are leased

6. Schedule 6 - Financial Statements: Recent financial statements and trading information

7. Schedule 7 - Excluded Assets: List of assets specifically excluded from the sale

8. Schedule 8 - Supplier Contracts: List of existing supplier arrangements

9. Schedule 9 - Known Liabilities: List of all known liabilities affecting the business

10. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required

11. Appendix B - Handover Checklist: Detailed checklist for business handover process

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











































Clauses
















































Relevant Industries

Food & Beverage

Hospitality

Restaurant Industry

Food Service

Retail

Small Business

Franchising

Commercial Real Estate

Business Services

Legal Services

Relevant Teams

Legal

Finance

Operations

Compliance

Business Development

Property Management

Mergers & Acquisitions

Due Diligence

Corporate Affairs

Risk Management

Relevant Roles

Business Owner

Restaurant Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Restaurant Manager

Operations Director

Franchise Manager

Merger & Acquisition Specialist

Corporate Lawyer

Business Broker

Property Manager

Compliance Officer

Restaurant Consultant

Financial Controller

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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