Restaurant Purchase Agreement for Switzerland

Restaurant Purchase Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that documents the sale and purchase of a restaurant business, including all relevant assets, licenses, permits, and operational rights. The document addresses key aspects such as purchase price, asset transfer, employee transitions, operational licenses, and compliance with Swiss federal and cantonal regulations. It incorporates specific provisions for food safety compliance, liquor licensing, and local business operation requirements, while ensuring alignment with Swiss Code of Obligations and relevant hospitality industry regulations.

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What is a Restaurant Purchase Agreement?

The Restaurant Purchase Agreement is a crucial legal document used in Switzerland when transferring ownership of a restaurant business from one party to another. It encompasses all aspects of the business transfer, including tangible assets (equipment, inventory, furniture), intangible assets (goodwill, recipes, customer lists), operational licenses, employee contracts, and lease agreements. The document must comply with Swiss federal laws, particularly the Code of Obligations, as well as cantonal regulations specific to restaurant operations. It's essential for protecting both parties' interests while ensuring smooth business transition and continued operational compliance. The agreement typically includes detailed provisions for due diligence, warranties, indemnities, and post-completion obligations, tailored to the specific requirements of the Swiss restaurant industry.

What sections should be included in a Restaurant Purchase Agreement?

1. Parties: Identification of the seller and purchaser with full legal names and addresses

2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, including Business, Premises, Assets, Completion Date, etc.

4. Sale and Purchase: Core transaction terms, including what is being sold and purchased

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Deposit: Amount, payment terms, and handling of the deposit

7. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and licenses

8. Pre-Completion Obligations: Seller's obligations in running the business before completion

9. Completion: Process and requirements for completing the transaction

10. Seller's Warranties: Warranties regarding the business, assets, employees, and compliance

11. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement

12. Employee Matters: Treatment of existing employees and related obligations

13. Post-Completion Obligations: Ongoing obligations after completion, including transition support

14. Restrictive Covenants: Non-compete and non-solicitation provisions

15. Confidentiality: Obligations regarding confidential information

16. Notices: Process for giving formal notices under the agreement

17. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

What sections are optional to include in a Restaurant Purchase Agreement?

1. Real Estate Provisions: Required when the purchase includes property transfer or assignment of lease

2. Intellectual Property: Required when significant IP assets such as brands, recipes, or trade secrets are involved

3. Environmental Matters: Required when there are specific environmental concerns or compliance requirements

4. Third Party Consents: Required when key contracts or licenses require third party approval for transfer

5. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

6. Due Diligence: Required when specific findings from due diligence need to be addressed

7. Tax Matters: Required when complex tax structuring or specific tax indemnities are needed

8. Financing Provisions: Required when the purchase is subject to external financing arrangements

What schedules should be included in a Restaurant Purchase Agreement?

1. Schedule 1 - The Business: Detailed description of the business being sold, including premises details

2. Schedule 2 - Assets Inventory: Comprehensive list of assets included in the sale

3. Schedule 3 - Excluded Assets: List of assets specifically excluded from the sale

4. Schedule 4 - Employee Information: Details of all employees, their terms and conditions

5. Schedule 5 - Contracts: List of contracts being transferred or assigned

6. Schedule 6 - Intellectual Property: Details of all IP rights included in the sale

7. Schedule 7 - Licenses and Permits: List of all operational licenses and permits

8. Schedule 8 - Property Information: Details of owned or leased property and related agreements

9. Schedule 9 - Completion Requirements: Detailed list of documents and actions required for completion

10. Appendix A - Form of Transfer Instruments: Templates for various transfer documents

11. Appendix B - Handover Inventory: Template for final inventory check at completion

12. Appendix C - Employee Communications: Template communications for staff regarding the transfer

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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Hospitality

Food & Beverage

Restaurant

Real Estate

Legal Services

Financial Services

Business Services

Retail

Tourism

Franchise Operations

Relevant Teams

Legal

Finance

Operations

Compliance

Real Estate

Human Resources

Risk Management

Business Development

Mergers & Acquisitions

Commercial

Relevant Roles

Restaurant Owner

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Broker

Restaurant Manager

Operations Director

Finance Director

Compliance Officer

Property Manager

Commercial Director

Franchise Manager

Merger & Acquisitions Manager

Business Transfer Specialist

Risk Manager

General Counsel

Industries
Swiss Code of Obligations (OR/CO): Primary source of contract law in Switzerland, governing the basic principles of business purchase agreements, including asset transfers, warranties, and contractual obligations
Federal Act on Food Safety and Utility Articles (LMG): Regulates food safety standards and requirements that must be maintained during and after the business transfer
Federal Act on Work in Industry, Trade and Commerce (Labor Law): Governs employment relationships and worker protection, crucial for handling existing employee contracts during business transfer
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant if the transaction involves corporate restructuring or transfer of assets as a whole
Federal Act on Value Added Tax (MWSTG): Governs VAT implications of business transfers and ongoing restaurant operations
Cantonal Restaurant and Hotel Industry Laws: Local regulations governing licensing, operating hours, and specific requirements for restaurant operations
Federal Act on the Acquisition of Real Estate by Persons Abroad (Lex Koller): Relevant if the restaurant purchase includes real estate and involves foreign buyers
Federal Act on Trade Marks and Indications of Source: Important for handling any trademark or branding elements included in the restaurant purchase
Federal Act on Product Safety: Ensures compliance with safety standards for equipment and facilities included in the purchase
Federal Data Protection Act: Governs the transfer and handling of customer and employee data during the business acquisition
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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