Small Business Transfer Agreement Template for Hong Kong

1. Intellectual Property: Detailed provisions for IP transfer if the business owns significant IP assets

2. Property Lease Assignment: Required if business premises are leased and need to be transferred

3. Non-Competition: Restrictions on seller's future business activities, if agreed

4. Tax Indemnity: Specific tax-related indemnities, particularly for historical tax liabilities

5. Environmental Matters: Required for businesses with environmental compliance obligations

6. Data Protection: Detailed provisions if the business handles significant personal data

7. Third Party Consents: Specific provisions when key contracts or licenses require third party approval for transfer

8. Earn-out Provisions: If part of the purchase price is contingent on future performance

1. Schedule 1 - Business Assets: Detailed list of all tangible and intangible assets being transferred

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer

3. Schedule 3 - Employees: List of transferring employees and their key employment terms

4. Schedule 4 - Contracts: List of business contracts being transferred

5. Schedule 5 - Properties: Details of any real estate or lease arrangements

6. Schedule 6 - Intellectual Property: List of all IP rights being transferred

7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion

8. Schedule 8 - Warranties: Detailed warranties given by the seller

9. Appendix A - Form of Transfer Documents: Templates for various transfer documents required at completion

10. Appendix B - Disclosure Letter: Seller's disclosures against the warranties