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1. Parties: Identification of the vendor and purchaser, including full legal names and addresses
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core agreement to sell and purchase the business, including the assets being transferred
5. Purchase Price: Total consideration, payment terms, deposit requirements, and adjustment mechanisms
6. Conditions Precedent: Any conditions that must be satisfied before settlement occurs
7. Due Diligence: Purchaser's right to investigate the business and related timeframes
8. Period Between Agreement and Settlement: Vendor's obligations regarding business operation during the interim period
9. Settlement: Settlement process, timing, and obligations of each party
10. Vendor's Warranties: Standard warranties about the business, assets, and operations
11. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to complete the purchase
12. Restraint of Trade: Non-compete and non-solicitation provisions binding the vendor
13. Confidentiality: Obligations regarding business information and announcement of the sale
14. GST: GST treatment of the transaction and related obligations
15. Dispute Resolution: Process for resolving any disputes that arise
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Employee Provisions: Required when employees are being transferred to the purchaser, covering employment terms and transition arrangements
2. Lease Assignment: Include when business premises are leased and the lease is being assigned to the purchaser
3. Intellectual Property: Detailed provisions for transfer of IP rights when the business has significant IP assets
4. Training and Handover: Include when the vendor agrees to provide specific training or transition support
5. Vendor Finance: Required when the vendor is providing financing for part of the purchase price
6. Stock: Detailed provisions for dealing with stock if it forms a significant part of the sale
7. Key Contracts: Specific provisions for assignment or novation of important business contracts
8. Environmental Matters: Include for businesses with potential environmental liabilities or compliance requirements
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 and Commitments: List of business contracts and ongoing commitments
4. Schedule 4: Employees: Details of employees, their terms of employment and entitlements
5. Schedule 5: Lease Details: Details of any premises lease and related obligations
6. Schedule 6: Intellectual Property: List of all IP rights, registrations and applications
7. Schedule 7: Plant and Equipment: Detailed inventory of plant and equipment included in the sale
8. Schedule 8: Warranties: Comprehensive list of vendor warranties
9. Appendix A: Due Diligence Checklist: List of documents and information to be provided for due diligence
10. Appendix B: Settlement Checklist: List of items to be delivered or completed at settlement
Accounting Date
Adjustment Date
Assets
Business
Business Day
Business Records
Completion
Completion Date
Conditions
Contracts
Deposit
Due Diligence Period
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
GST
Goodwill
Intellectual Property
Inventory
Key Contracts
Key Employees
Leased Premises
Lease
Liabilities
Loss
Material Adverse Change
Material Contract
Permitted Encumbrances
Plant and Equipment
Purchase Price
Related Company
Restraint Area
Restraint Period
Settlement
Settlement Date
Stock
Stock Value
Taxation
Transaction
Transfer
Transferring Employees
Vendor's Knowledge
Warranties
Working Capital
Work in Progress
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Deposit
Adjustments
Due Diligence
Conditions Precedent
Pre-completion Obligations
Conduct of Business
Assets Transfer
Liability Transfer
Employee Transfer
Lease Assignment
Stock Transfer
Intellectual Property Transfer
Warranties
Representations
Indemnities
Tax Covenants
GST
Restraint of Trade
Confidentiality
Business Records
Handover
Post-completion Obligations
Further Assurance
Assignment
Force Majeure
Notices
Dispute Resolution
Governing Law
Severability
Entire Agreement
Variation
Costs
Time of Essence
Default
Termination
Survival
Third Party Rights
Counterparts
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Education
Transport and Logistics
Real Estate
Financial Services
Media and Entertainment
Wholesale Trade
Mining and Resources
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Human Resources
Operations
Compliance
Risk Management
Business Development
Corporate Development
Due Diligence
Integration
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Commercial Lawyer
Chief Financial Officer
Finance Director
Business Development Manager
Mergers & Acquisitions Manager
Company Secretary
Commercial Director
Operations Manager
Human Resources Director
Due Diligence Manager
Integration Manager
Business Broker
Transaction Advisory Manager
Risk Manager
Compliance Officer
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