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Business Sell Agreement
"I need a Business Sale Agreement for selling my small tech consultancy company with 15 employees to a larger corporation, including specific provisions for protecting our intellectual property and ensuring a smooth transition of our ongoing client contracts."
1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background/Recitals: Context of the sale and basic information about the business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and what is being sold
5. Purchase Price and Payment Terms: Detailed breakdown of consideration and payment structure
6. Closing Conditions: Prerequisites that must be met before the sale can complete
7. Seller's Warranties and Representations: Statements of fact about the business, assets, and liabilities
8. Buyer's Warranties and Representations: Statements regarding buyer's capacity and authority to purchase
9. Covenants: Ongoing obligations of both parties
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting goodwill of the business being sold
2. Employee Matters: Treatment of existing employees - include when business has employees being transferred
3. Intellectual Property: Special provisions for IP transfer - include when significant IP assets are involved
4. Earn-out Provisions: Future payment terms based on performance - include when part of purchase price is contingent on future performance
1. Asset Schedule: Detailed list of assets included in the sale
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Assumed Liabilities Schedule: List of liabilities being transferred to buyer
4. Contracts Schedule: List of contracts being transferred
5. Employee Schedule: List of employees and their key terms of employment
6. Intellectual Property Schedule: Detailed list of IP assets being transferred
7. Real Property Schedule: Details of any real estate included in the sale
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