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Contract For Sale Of Business
"I need a Contract for Sale of Business under Hong Kong law for selling my medium-sized retail clothing business with 3 physical stores and an e-commerce platform, including transfer of employees and assignment of commercial leases, with completion planned for March 2025."
1. Parties: Identifies and defines the Seller and Buyer with full legal names and registration details
2. Background: Describes the business being sold and the parties' intention to enter into the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core terms of the transaction including what is being sold and the agreed purchase price
5. Purchase Price and Payment: Details of the consideration, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion
8. Completion: Details of when, where and how completion will take place
9. Seller's Warranties: Warranties given by the seller about the business
10. Buyer's Warranties: Basic warranties given by the buyer, including capacity to enter into the agreement
11. Limitations on Claims: Limitations on warranty claims and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property Assignment: Required when the business owns significant IP rights that need specific transfer provisions
2. Employee Matters: Detailed provisions about employee transfer when the business has significant workforce
3. Real Property: Required when the business includes real estate assets or leasehold interests
4. Non-Competition: Restrictions on the seller's future business activities, if agreed
5. Transitional Services: Required when the seller will provide post-completion services to ensure business continuity
6. Tax Covenant: Detailed tax indemnity provisions for complex businesses with significant tax exposure
7. Environmental Matters: Required for businesses with environmental risks or compliance obligations
8. Data Protection: Specific provisions for businesses handling significant personal data
9. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Properties: Details of any real estate owned or leased by the business
4. Intellectual Property: List of all IP rights owned or used by the business
5. Employee Information: Details of all employees and their employment terms
6. Material Contracts: List of important business contracts being transferred
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Warranties: Detailed warranties given by the seller
9. Form of Transfer Documents: Pro forma transfer documents required at completion
10. Purchase Price Adjustment: Detailed mechanics for any price adjustment
Authors
Accounts Date
Agreed Form
Assets
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Claim
Companies Ordinance
Completion
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Contract
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Existing Contracts
Goodwill
Group
HKD
HKIAC
Hong Kong
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permits
Premises
Purchase Price
Related Persons
Relevant Claim
Representatives
Seller's Group
Seller's Warranties
Signing Date
Stock
Taxation
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
Transferred Assets
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Assets Transfer
Business Assets
Excluded Assets
Liabilities
Employee Matters
Intellectual Property
Property Rights
Contracts Assignment
Warranties
Indemnities
Tax Covenants
Non-competition
Confidentiality
Data Protection
Business Information
Records Transfer
Further Assurance
Assignment
Force Majeure
Notices
Announcements
Costs
Severability
Entire Agreement
Variations
Waiver
Third Party Rights
Governing Law
Dispute Resolution
Transitional Services
Insurance
Environmental Matters
Compliance
Anti-corruption
Business Continuity
Customer Relations
Supplier Relations
Bank Accounts
Working Capital
Stock Transfer
Intellectual Property Assignment
Termination
Time of Essence
Counterparts
Retail
Manufacturing
Professional Services
Technology
Food and Beverage
Healthcare
Real Estate
Construction
Hospitality
Education
Financial Services
Media and Entertainment
Logistics
Import/Export
Trading
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Management
Operations
Compliance
Risk Management
Company Secretarial
Business Development
Chief Executive Officer
Managing Director
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Director
Company Secretary
Finance Director
Mergers & Acquisitions Director
Commercial Director
Operations Director
Risk Manager
Compliance Officer
Business Owner
Entrepreneur
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