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1. Parties: Identifies and provides full details of the seller and buyer, including ABN/ACN if applicable
2. Background: Outlines the context of the sale and basic premises of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the core agreement to sell and purchase the subject matter
5. Purchase Price: Specifies the agreed purchase price, including GST treatment and payment terms
6. Completion: Outlines the completion or settlement process, including timing and delivery requirements
7. Seller's Obligations: Lists all obligations of the seller, including warranties about the goods/assets
8. Buyer's Obligations: Details all obligations of the buyer, including payment and acceptance of goods
9. Risk and Title: Specifies when risk and title in the goods/assets passes to the buyer
10. Default and Termination: Describes events of default and termination rights
11. General Provisions: Contains standard boilerplate clauses including governing law, notices, and entire agreement
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied
2. Due Diligence: Include when buyer requires a due diligence period before completion
3. Intellectual Property: Required when the sale includes IP rights or licenses
4. Confidentiality: Include when sensitive information will be exchanged
5. Post-Completion Obligations: Used when parties have ongoing obligations after completion
6. Training and Support: Include when seller must provide training or support post-sale
7. Insurance: Required when specific insurance arrangements need to be maintained
8. GST-Specific Provisions: Include detailed GST provisions for business-to-business sales
1. Schedule 1 - Asset Description: Detailed description of goods/assets being sold
2. Schedule 2 - Purchase Price Breakdown: Itemized breakdown of the purchase price if multiple items involved
3. Schedule 3 - Completion Checklist: List of items to be delivered or actions to be taken at completion
4. Schedule 4 - Seller's Warranties: Detailed warranties given by the seller about the goods/assets
5. Appendix A - Required Forms: Any standard forms required for the transfer of assets
6. Appendix B - Technical Specifications: Technical details of goods/assets where relevant
Assets
Business Day
Completion
Completion Date
Confidential Information
Contractual Date
Encumbrance
GST
GST Act
Goods
Intellectual Property Rights
Law
Liability
Loss
Notice
Party/Parties
Payment Terms
Permitted Encumbrances
Purchase Price
Related Body Corporate
Representatives
Seller's Warranties
Tax
Title
Transfer Documents
Warranties
Purchase Price
Payment Terms
Completion
Delivery
Risk and Title
Warranties
Representations
GST
Liability
Indemnification
Default
Termination
Force Majeure
Confidentiality
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Further Assurance
Costs
Amendment
Waiver
Third Party Rights
Counterparts
Survival
Retail
Manufacturing
Wholesale
Technology
Professional Services
Real Estate
Agriculture
Construction
Automotive
Small Business
E-commerce
Legal
Procurement
Sales
Commercial
Operations
Finance
Compliance
Risk Management
Business Development
Contract Administration
Legal Counsel
Contract Manager
Procurement Manager
Sales Manager
Business Development Manager
Commercial Manager
Operations Manager
Small Business Owner
Chief Executive Officer
General Manager
Finance Manager
Compliance Officer
Risk Manager
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