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Option To Purchase Business Agreement
"I need an Option to Purchase Business Agreement for a software development company in Auckland, with an option period running until June 30, 2025, including specific provisions for protecting intellectual property and maintaining key employee contracts during the option period."
1. Parties: Identifies and defines the parties: the Option Grantor (current business owner) and the Option Holder (potential purchaser)
2. Background: Sets out the context of the agreement, including brief business description and parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Grant of Option: Explicitly grants the option and states the exclusivity (if any) of the arrangement
5. Option Period: Specifies the duration of the option and any conditions for extension
6. Option Fee: Details the consideration paid for the option and whether it's applied to the purchase price
7. Exercise of Option: Describes the process and requirements for exercising the option
8. Purchase Price: Specifies the purchase price or formula for determining it
9. Deposit: Details deposit requirements upon exercise of the option
10. Due Diligence: Outlines the due diligence process and access rights
11. Conditions Precedent: Lists conditions that must be satisfied before completion
12. Completion: Details the completion process, including timing and obligations
13. Warranties: Sets out the warranties given by the vendor regarding the business
14. Confidentiality: Establishes confidentiality obligations regarding business information
15. General Provisions: Contains standard boilerplate clauses including notices, governing law, etc.
1. Employee Matters: Required when the business has employees, covering treatment of employees upon transfer
2. Intellectual Property: Needed when the business has significant IP assets requiring special treatment
3. Lease Assignment: Required when the business operates from leased premises
4. Non-Competition: Optional restraint of trade provisions for the vendor
5. Third Party Consents: Required when specific third-party approvals are needed
6. Earn-out Provisions: Optional when part of purchase price is tied to future performance
7. International Trade: Required for businesses with international operations or compliance requirements
8. Environmental Matters: Required for businesses with environmental risks or compliance requirements
1. Schedule 1 - Business 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 - Lease Details: Details of any premises leases
4. Schedule 4 - Intellectual Property: List of all IP assets including registrations and applications
5. Schedule 5 - Material Contracts: List of important business contracts to be transferred
6. Schedule 6 - Employees: List of employees and their key employment terms
7. Schedule 7 - Purchase Price Calculation: Formula or mechanism for calculating the final purchase price
8. Schedule 8 - Warranties: Detailed warranties given by the vendor
9. Appendix A - Option Exercise Notice: Pro forma notice for exercising the option
10. Appendix B - Due Diligence Checklist: List of documents and information to be provided for due diligence
Authors
Assets
Business
Business Day
Business Records
Completion
Completion Date
Confidential Information
Conditions Precedent
Deposit
Due Diligence Period
Due Diligence Review
Effective Date
Employees
Encumbrance
Exercise Notice
Exercise Period
Excluded Assets
Existing Contracts
Goodwill
GST
Intellectual Property Rights
Inventory
Liabilities
Material Adverse Change
Option
Option Fee
Option Period
Permitted Encumbrances
Purchase Price
Related Companies
Relevant Authority
Representatives
Sale Assets
Seller's Warranties
Tangible Assets
Tax
Third Party Consents
Transaction Documents
Transfer Date
Working Capital
Definitions
Grant of Option
Option Fee
Option Period
Exercise of Option
Due Diligence
Purchase Price
Payment Terms
Deposit
Conditions Precedent
Pre-Completion Obligations
Completion Requirements
Business Assets
Excluded Assets
Employee Matters
Warranties
Representations
Intellectual Property
Confidentiality
Non-Competition
Assignment
Force Majeure
Termination
Default
Remedies
Indemnification
Tax Matters
GST
Notices
Governing Law
Dispute Resolution
Third Party Rights
Amendment
Severability
Entire Agreement
Counterparts
Further Assurance
Costs
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Real Estate
Education
Transport and Logistics
Financial Services
Media and Entertainment
Tourism
Legal
Finance
Corporate Development
Mergers & Acquisitions
Commercial
Operations
Risk & Compliance
Executive Leadership
Business Development
Strategy
CEO
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Development Manager
Commercial Director
Operations Manager
Company Secretary
Merger & Acquisition Specialist
Business Broker
Investment Banker
Risk Manager
Compliance Officer
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