Deposit Agreement For Business Purchase Template for Malaysia

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Key Requirements PROMPT example:

Deposit Agreement For Business Purchase

"I need a Deposit Agreement for Business Purchase for acquiring a manufacturing company in Penang, Malaysia, with a 10% deposit of RM 500,000 to be paid by March 15, 2025, and a 45-day due diligence period."

Document background
The Deposit Agreement For Business Purchase serves as a preliminary agreement in business acquisition transactions under Malaysian law. It is typically used when a prospective buyer has identified a business for purchase and wishes to secure their interest while conducting due diligence. This document establishes the terms for the deposit payment, which usually ranges from 2% to 10% of the total purchase price, and outlines the conditions under which the deposit may be refunded or forfeited. It provides protection for both parties during the pre-purchase phase by clearly defining their rights and obligations, the due diligence period, and the path to completing the full business purchase. The agreement is essential in Malaysian business transactions as it demonstrates the buyer's serious intent while providing the seller with security during the negotiation and due diligence process.
Suggested Sections

1. Parties: Identification of the Vendor (seller) and Purchaser (buyer) with full legal names, registration numbers, and registered addresses

2. Background: Brief context of the business sale transaction and purpose of the deposit agreement

3. Definitions: Key terms used throughout the agreement including 'Business', 'Deposit', 'Completion Date', 'Due Diligence Period', and 'Purchase Price'

4. Deposit Payment: Amount of deposit, payment method, timing, and bank account details

5. Purpose of Deposit: Clarification that the deposit secures the purchase and forms part of the purchase price

6. Due Diligence Period: Timeline and scope of the due diligence investigation period

7. Conditions for Business Purchase: Key conditions that must be met for the business purchase to proceed

8. Deposit Status: Terms regarding holding of deposit and whether it's refundable or non-refundable

9. Proceeding to Purchase: Process and timeline for proceeding to the main business purchase agreement

10. Refund Conditions: Circumstances under which the deposit will be refunded

11. Forfeiture Conditions: Circumstances under which the deposit may be forfeited

12. Governing Law: Specification that Malaysian law governs the agreement

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Confidentiality: Terms regarding confidential information shared during due diligence - include if sensitive information will be disclosed

2. Interest on Deposit: Terms regarding any interest earned on the deposit if held in an interest-bearing account - include if deposit is substantial

3. Stakeholder Provisions: Terms regarding appointment of stakeholder to hold deposit - include if using a third-party stakeholder

4. Tax Implications: Clarification of tax treatment of deposit - include if there are specific tax considerations

5. Dispute Resolution: Specific dispute resolution procedures - include if parties want alternative dispute resolution mechanisms

6. Force Majeure: Provisions for unforeseen circumstances - include if extended due diligence period or complex conditions

Suggested Schedules

1. Schedule 1 - Business Details: Detailed description of the business being purchased including assets, licenses, and operations

2. Schedule 2 - Deposit Payment Details: Banking and payment information for deposit transfer

3. Schedule 3 - Due Diligence Requirements: List of documents and information to be provided during due diligence

4. Schedule 4 - Conditions Precedent: Detailed list of conditions that must be satisfied before proceeding to purchase

5. Appendix A - Form of Notice: Template notices for key communications (proceeding/termination notices)

6. Appendix B - Timeline: Key dates and deadlines for deposit, due diligence, and decision to proceed

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Retail

Manufacturing

Food & Beverage

Technology

Professional Services

Healthcare

Education

Real Estate

Construction

Hospitality

Logistics

E-commerce

Industrial

Agriculture

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Business Development

Compliance

Corporate Secretarial

Executive Leadership

Risk Management

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Business Development Manager

Corporate Lawyer

Legal Counsel

Company Secretary

Business Owner

Managing Director

Commercial Director

Mergers & Acquisitions Manager

Investment Manager

Business Broker

Finance Director

Legal Manager

Compliance Officer

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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