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Agreement For Sale Of Business Sole Proprietorship
"I need an Agreement For Sale Of Business Sole Proprietorship for the sale of my London-based engineering consultancy, with specific focus on protecting intellectual property rights and including a 2-year non-compete clause, planned for completion in March 2025."
1. Parties: Identification and details of the seller and buyer
2. Background: Context of the sale and brief description of the business
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and payment terms
5. Completion: Timing and mechanics of the transfer
6. Assets: Detailed description of what is being transferred
7. Warranties: Seller's assurances about the business
8. Indemnities: Protection against specific risks
9. Confidentiality: Protection of business information
10. Governing Law: Jurisdiction and applicable law
1. Employee Matters: TUPE provisions and employee transfer terms - include when employees are being transferred
2. Property: Transfer of premises or lease arrangements - include when business premises are involved
3. Intellectual Property: Transfer of IP rights - include when the business owns significant IP
4. Non-Compete: Restrictions on seller's future activities - include when protecting goodwill is crucial
1. Asset Register: Detailed list of physical assets being transferred
2. Contracts: List of business contracts being assigned
3. Employees: Details of transferring employees
4. Intellectual Property: List of IP rights being transferred
5. Properties: Details of any property interests
6. Completion Requirements: Checklist of documents and actions required at completion
Authors
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contracts
Customer Contracts
Data Protection Legislation
Effective Date
Employees
Encumbrance
Excluded Assets
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Losses
Material Adverse Change
Parties
Premises
Purchase Price
Records
Seller's Knowledge
Suppliers
Tax
Taxation
Third Party Rights
Trade Name
Transaction Documents
Transfer
VAT
Warranties
Working Capital
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Transfer of Assets
Assumption of Liabilities
Excluded Assets and Liabilities
Employee Matters
Business Contracts
Premises
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Indemnification
Tax Matters
VAT
Books and Records
Further Assurance
Assignment
Notices
Force Majeure
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Costs
Announcements
Governing Law
Jurisdiction
Dispute Resolution
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