Business Sale Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Business Sale and Purchase Agreement is a crucial legal document used when transferring ownership of a business in New Zealand. It is essential for transactions involving the sale of business assets, goodwill, intellectual property, and the transfer of employees. This agreement is designed to comply with New Zealand's legal framework, including commercial, employment, and tax laws. It provides comprehensive coverage of all aspects of the business sale, from initial due diligence to post-completion obligations. The document typically includes detailed provisions for purchase price adjustment mechanisms, warranties, indemnities, and restraint of trade provisions. It's particularly important for protecting both parties' interests and ensuring a smooth transition of business ownership while maintaining compliance with regulatory requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Retail

Manufacturing

Professional Services

Hospitality

Technology

Healthcare

Construction

Agriculture

Transport and Logistics

Education

Real Estate

Financial Services

Media and Entertainment

Tourism

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Operations

Risk and Compliance

Tax

Human Resources

Commercial

Mergers & Acquisitions

Business Development

Relevant Roles

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

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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