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1. Parties: Identifies and provides full details of the vendor and purchaser
2. Background: Outlines the context of the sale, including brief business description and intention to sell/purchase
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Sale and Purchase: Core terms of the transaction including the assets/business being sold and purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment method, and timing
6. Completion: Requirements and process for completion of the sale, including timing and location
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business operation requirements
8. Due Diligence: Terms regarding the purchaser's investigation of the business
9. Warranties and Representations: Vendor's warranties about the business, assets, and liabilities
10. Employee Matters: Treatment of employees, including transfers, entitlements, and related obligations
11. Restraint of Trade: Non-compete and non-solicitation provisions protecting the purchased business
12. Confidentiality: Obligations regarding confidential information and announcements
13. GST: GST treatment of the transaction and related obligations
14. Dispute Resolution: Process for handling disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement
1. Intellectual Property: Specific provisions for IP transfer when the business has significant IP assets
2. Lease Assignment: Required when business premises are leased and the lease needs to be transferred
3. Stock: Detailed provisions for handling inventory when it forms a significant part of the sale
4. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
5. Third Party Consents: Required when specific third party approvals are needed for the sale
6. Franchise Arrangements: Needed when the business being sold is a franchise
7. Environmental Matters: Required for businesses with environmental compliance obligations
8. Transition Services: Used when the vendor will provide post-completion assistance
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 employees including positions, salaries, and entitlements
5. Schedule 5 - Intellectual Property: List of all IP assets including registrations and licenses
6. Schedule 6 - Plant and Equipment: Detailed inventory of plant and equipment included in sale
7. Schedule 7 - Warranties: Comprehensive list of vendor warranties
8. Schedule 8 - Lease Details: Details of any premises leases involved in the sale
9. Appendix A - Due Diligence Requirements: Checklist of required due diligence materials
10. Appendix B - Completion Checklist: List of actions required for completion
Accounts
Agreed Form
Assets
Business
Business Day
Business Hours
Business Name
Business Records
Claim
Company
Completion
Completion Date
Confidential Information
Consideration
Contract
Contracts Benefit
Customer
Disclosed
Due Diligence
Effective Date
Employees
Encumbrance
Excluded Assets
Existing Contracts
Financial Year
Goodwill
GST
GST Act
Intellectual Property Rights
Inventory
Key Employees
Lease
Leased Premises
Liabilities
License
Loss
Material Adverse Change
Material Contract
Notice
Parties
Payment Terms
Permits
Plant and Equipment
Purchase Price
Purchaser
Related Party
Restraint Area
Restraint Period
Sale Assets
Seller's Warranties
Stock
Supplier
Tax
Third Party Consent
Trade Secrets
Transaction
Transfer Date
Transitional Services
Vendor
Warranty
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Excluded Assets
Liabilities
Employee Matters
Superannuation
Intellectual Property
Confidentiality
Data Protection
Warranties
Representations
Indemnities
Restraint of Trade
Non-Competition
Non-Solicitation
Assignment of Contracts
Third Party Consents
GST
Tax Matters
Business Records
Stock Transfer
Property Matters
Lease Assignment
Insurance
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs
Time of Essence
Counterparts
Electronic Execution
Retail
Manufacturing
Hospitality
Professional Services
Technology
Healthcare
Construction
Transportation and Logistics
Agriculture
Education and Training
Real Estate
Food and Beverage
Automotive
Mining and Resources
Entertainment and Media
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Operations
Business Development
Due Diligence
Commercial
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Broker
Mergers & Acquisitions Manager
Commercial Director
Business Development Manager
Operations Manager
Company Secretary
Risk Manager
Compliance Officer
Due Diligence Manager
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