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Business Sale Purchase Agreement
"I need a Business Sale Purchase Agreement for the sale of my Auckland-based technology consulting company with 25 employees, including provisions for protecting our proprietary software and client relationships, with completion planned for March 2025."
1. Parties: Identifies and provides full details of the vendor and purchaser
2. Background: Sets out the context of the transaction and brief description of the business being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Core agreement to sell and purchase the business, including what is included/excluded from the sale
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur
7. Pre-completion Obligations: Details the parties' obligations between signing and completion
8. Completion: Specifies the completion date, location, and requirements for completion
9. Vendor Warranties: Warranties given by the vendor about the business
10. Purchaser Warranties: Warranties given by the purchaser
11. Restraint of Trade: Restrictions on the vendor's future business activities
12. Employees: Provisions relating to the transfer of employees
13. Confidentiality: Obligations regarding confidential information
14. GST: GST treatment of the transaction
15. General Provisions: Standard contract provisions including notices, amendments, governing law
1. Intellectual Property: Detailed provisions for transfer of IP rights, used when the business has significant IP assets
2. Property Lease Assignment: Provisions for assigning leases, used when business premises are leased
3. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent
4. Third Party Consents: Requirements for obtaining third party approvals, used when material contracts require consent for assignment
5. Stock: Detailed provisions for valuation and transfer of stock, used for businesses with significant inventory
6. Vendor Finance: Terms of any vendor financing arrangements, used when vendor provides funding
7. Environmental Matters: Specific provisions for environmental liabilities, used for businesses with environmental risks
8. Information Technology: Provisions for transfer of IT systems and data, used for technology-dependent businesses
1. Schedule 1: Assets: Detailed list of all assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Contracts: List of business contracts to be assigned or novated
4. Schedule 4: Employees: Details of transferring employees including terms and conditions
5. Schedule 5: Intellectual Property: List of all IP rights including registrations and applications
6. Schedule 6: Properties: Details of any real property or leases included in the sale
7. Schedule 7: Warranties: Detailed warranties given by the vendor
8. Schedule 8: Stock: Stock valuation methodology and procedures
9. Appendix A: Form of Stock Take: Template for conducting stock take at completion
10. Appendix B: Completion Checklist: List of actions and deliverables required at completion
Authors
Accounting Date
Assets
Business
Business Day
Business Information
Business Records
Claim
Completion
Completion Date
Conditions
Contracts
Customer
Disclosed
Due Diligence
Effective Date
Employee
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Goodwill
GST
Intellectual Property Rights
Inventory
Key Employees
Leases
Liabilities
Loss
Material Adverse Change
Material Contracts
Permitted Encumbrances
Plant and Equipment
Purchase Price
Premises
Records
Related Company
Restraint Area
Restraint Period
Stock
Supplier
Tax
Transaction Documents
Vendor Warranties
Working Capital
Working Capital Target
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-completion Obligations
Completion
Post-completion Obligations
Assets Transfer
Employee Transfer
Liabilities
Warranties
Indemnities
Restraint of Trade
Confidentiality
Intellectual Property
Property Rights
Assignment of Contracts
Stock Transfer
Business Records
Tax
GST
Insurance
Notice
Force Majeure
Dispute Resolution
Governing Law
Third Party Rights
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Assignment
Announcements
Survival
Counterparts
Environmental Compliance
Data Protection
Business Continuity
Transition Services
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Transport and Logistics
Education
Real Estate
Financial Services
Media and Entertainment
Tourism
Food and Beverage
Legal
Finance
Corporate Development
Executive Leadership
Operations
Risk and Compliance
Tax
Human Resources
Commercial
Mergers & Acquisitions
Business Development
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Owner
Commercial Director
Corporate Lawyer
Legal Counsel
Finance Director
Business Development Manager
Operations Manager
Company Secretary
Mergers & Acquisitions Director
Risk Manager
Compliance Officer
Tax Manager
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