Restaurant Purchase Contract Template for Indonesia

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Key Requirements PROMPT example:

Restaurant Purchase Contract

"I need a Restaurant Purchase Contract for acquiring a high-end Indonesian restaurant in Jakarta, with specific provisions for transferring proprietary recipes and maintaining key kitchen staff for at least 6 months after the acquisition."

Document background
The Restaurant Purchase Contract is a vital legal instrument used in Indonesia when transferring ownership of an established restaurant business. This document is essential for transactions involving the sale of restaurants, cafes, or similar food service establishments within Indonesian jurisdiction. It comprehensively addresses all aspects of the business transfer, including tangible assets (equipment, inventory, furniture), intangible assets (goodwill, recipes, customer lists), licenses, permits, and employee matters. The agreement ensures compliance with Indonesian business law, food safety regulations, and local licensing requirements. It's particularly important given Indonesia's specific requirements for food establishment ownership, health permits, and business licensing under various regulations including Law No. 18 of 2012 on Food and Government Regulation No. 24 of 2018 on Electronic Integrated Business Licensing Services.
Suggested Sections

1. Parties: Identification of the seller and purchaser with complete legal details

2. Background: Context of the transaction and brief description of the restaurant business

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including purchase price and payment terms

5. Due Diligence: Buyer's right to inspect and verify business aspects before closing

6. Conditions Precedent: Requirements that must be met before completion

7. Completion: Process and requirements for closing the transaction

8. Seller's Warranties: Representations and warranties regarding the business, assets, and liabilities

9. Transfer of Assets: Provisions governing the transfer of tangible and intangible assets

10. Licenses and Permits: Transfer or reapplication of necessary business licenses

11. Employee Matters: Treatment of existing employees and related liabilities

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

13. Confidentiality: Protection of business information and transaction details

14. Indemnification: Parties' obligations to compensate for losses or breaches

15. Dispute Resolution: Procedures for handling disagreements

16. Governing Law: Applicable law and jurisdiction

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Intellectual Property Assignment: Detailed IP transfer provisions if the restaurant has valuable trademarks or trade secrets

2. Lease Assignment: Required if the restaurant premises are leased and the lease is being transferred

3. Transition Services: Used when the seller agrees to provide post-closing operational support

4. Earnout Provisions: Include when part of the purchase price is contingent on future performance

5. Third-Party Consents: Required when significant third-party agreements need to be assigned

6. Environmental Matters: Include for properties with potential environmental issues

7. Franchise Provisions: Required if the restaurant is part of a franchise system

Suggested Schedules

1. Asset Inventory: Detailed list of all physical assets included in the sale

2. Equipment List: Specific listing of kitchen and restaurant equipment

3. Employee Information: List of employees, positions, and employment terms

4. Intellectual Property: Schedule of trademarks, recipes, and other IP assets

5. Contracts and Agreements: List of all contracts being assigned or terminated

6. Licenses and Permits: Current licenses, permits, and certifications

7. Financial Statements: Recent financial statements and projections

8. Lease Documents: Copies of premises lease and related documents

9. Outstanding Liabilities: List of all liabilities and their treatment in the transaction

10. Inventory: Current inventory of food, beverages, and supplies

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

Food & Beverage

Hospitality

Real Estate

Professional Services

Legal Services

Financial Services

Restaurant & Catering

Retail

Franchise

Small Business

Relevant Teams

Legal

Finance

Operations

Mergers & Acquisitions

Commercial

Compliance

Property Management

Business Development

Risk Management

Corporate Affairs

Relevant Roles

Business Owner

Restaurant Manager

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Mergers & Acquisitions Manager

Commercial Director

Operations Director

Property Manager

Financial Controller

Business Broker

Restaurant Consultant

Compliance Officer

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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