Restaurant Sale Agreement Template for Netherlands

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Key Requirements PROMPT example:

Restaurant Sale Agreement

"I need a Restaurant Sale Agreement for my fine dining establishment in Amsterdam, including transfer of all kitchen equipment, branded recipes, and customer database, with completion planned for March 2025."

Document background
The Restaurant Sale Agreement is a crucial legal document used in the Netherlands when transferring ownership of a restaurant business. It serves as the primary contract governing the sale of both tangible and intangible assets, including equipment, inventory, goodwill, and operational rights. This agreement is particularly important in the Dutch context as it must comply with specific regulatory requirements, including the Drank- en Horecawet (Licensing and Catering Act), food safety regulations, and employment law provisions. The document is designed to protect both the seller's and buyer's interests while ensuring a smooth transition of ownership, addressing key aspects such as asset valuation, employee transfers, permit assignments, and ongoing obligations. It's essential for any restaurant sale transaction in the Netherlands, whether involving small independent establishments or larger restaurant operations.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal details

2. Background: Context of the sale, brief description of the restaurant business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the restaurant business as a going concern

5. Purchase Price: Agreed purchase price, payment terms, and any adjustments

6. Assets Included in Sale: Detailed description of tangible and intangible assets included in the sale

7. Excluded Assets: Assets specifically excluded from the sale

8. Assumed Liabilities: Liabilities the purchaser will assume upon completion

9. Completion: Details of the completion process, timing, and requirements

10. Seller's Warranties: Warranties regarding the business, assets, employees, and compliance

11. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority

12. Employee Matters: Treatment of employees and related obligations

13. Licenses and Permits: Transfer of existing licenses and obtaining new permits

14. Restrictive Covenants: Non-compete and non-solicitation provisions

15. Confidentiality: Confidentiality obligations regarding the transaction and business information

16. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction

Optional Sections

1. Intellectual Property: Detailed provisions for IP transfer when the restaurant has significant brand value or proprietary recipes

2. Property Lease Assignment: Required when the restaurant premises are leased and the lease needs to be assigned

3. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

4. Third-Party Consents: Required when specific third-party approvals are needed for the transfer

5. Environmental Matters: Detailed provisions when there are significant environmental considerations or risks

6. Training and Handover: Specific provisions for seller assistance in transition period

7. Inventory Adjustment: Mechanism for adjusting price based on inventory levels at completion

8. Franchise Arrangements: Required when the restaurant is part of a franchise system

Suggested Schedules

1. Asset Register: Detailed list of all tangible assets included in the sale

2. Equipment List: Inventory of kitchen equipment, furniture, and fixtures

3. Employee Information: List of employees with key employment terms

4. Premises Details: Property information and lease terms if applicable

5. Licenses and Permits: List of all operational licenses and permits

6. Assumed Contracts: Schedule of contracts being transferred to the purchaser

7. Inventory List: Current inventory of food, beverages, and supplies

8. Intellectual Property: Details of trademarks, recipes, and other IP rights

9. Financial Statements: Recent financial information and trading history

10. Form of Handover Certificate: Template for completion documentation

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 legal definitions
Clauses
Relevant Industries

Hospitality

Food & Beverage

Real Estate

Legal Services

Financial Services

Business Services

Restaurant

Catering

Commercial Property

Retail Food Service

Relevant Teams

Legal

Corporate

Commercial

Finance

Compliance

Real Estate

Operations

Mergers & Acquisitions

Business Development

Risk Management

Relevant Roles

General Counsel

Legal Director

Corporate Lawyer

Restaurant Owner

Business Development Manager

Chief Financial Officer

Commercial Director

Mergers & Acquisitions Manager

Business Transfer Specialist

Compliance Officer

Legal Counsel

Restaurant Operations Manager

Property Manager

Business Broker

Transaction Lawyer

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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