Restaurant Purchase Contract Template for Philippines

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Key Requirements PROMPT example:

Restaurant Purchase Contract

"I need a Restaurant Purchase Contract for buying a small Filipino restaurant in Manila, with closing planned for March 2025. The contract should include employee transfer provisions for 12 existing staff members and a 6-month transition period where the current owner will provide operational training."

Document background
The Restaurant Purchase Contract is a crucial document used in the Philippines when transferring ownership of an existing restaurant business. It is designed to protect both the seller's and buyer's interests while ensuring compliance with Philippine laws and regulations, including the Civil Code, Food Safety Act, and local government requirements. The contract typically covers the sale of physical assets, equipment, inventory, goodwill, transfer of licenses and permits, assignment of lease (if applicable), and employee matters. It includes detailed provisions for due diligence, representations and warranties, conditions precedent, and closing requirements. This document is essential for business owners, investors, and entrepreneurs engaging in restaurant acquisitions in the Philippine market, providing a comprehensive framework for the transaction and helping prevent future disputes.
Suggested Sections

1. Parties: Identifies and provides full details of the seller and purchaser

2. Background: Outlines the context of the sale, including brief description of the restaurant business and the parties' intention to enter into the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Details the assets being sold and purchased, including premises, equipment, inventory, and goodwill

5. Purchase Price: Specifies the total purchase price and payment terms, including any deposits and installment arrangements

6. Closing: Specifies the completion date and closing requirements

7. Seller's Representations and Warranties: Lists the seller's warranties regarding the business, assets, liabilities, and compliance with laws

8. Purchaser's Representations and Warranties: Lists the purchaser's warranties regarding legal capacity and financial ability to complete the purchase

9. Pre-Closing Covenants: Obligations of both parties between signing and closing, including business operation requirements

10. Conditions Precedent: Conditions that must be satisfied before closing

11. Transfer of Licenses and Permits: Process for transferring or obtaining necessary operational licenses and permits

12. Handover: Details of the physical handover of the restaurant and its assets

13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Employee Matters: Include when existing employees will be transferred to the purchaser, detailing terms of transfer and obligations

2. Intellectual Property: Include when the sale includes trademarks, recipes, or other intellectual property

3. Training and Transition: Include when the seller agrees to provide training or transition support post-closing

4. Non-Compete Clause: Include when restricting the seller from competing with the business post-sale

5. Lease Assignment: Include when the restaurant premises are leased and require landlord consent for transfer

6. Environmental Matters: Include when there are specific environmental concerns or compliance requirements

7. Third-Party Consents: Include when the transfer requires specific third-party approvals beyond standard regulatory requirements

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

Suggested Schedules

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

2. Schedule B - Equipment List: Comprehensive list of kitchen and restaurant equipment with conditions noted

3. Schedule C - Contracts and Agreements: List of all contracts being transferred or assumed

4. Schedule D - Licenses and Permits: Details of all operational licenses and permits

5. Schedule E - Employee Information: List of employees with positions and employment terms

6. Schedule F - Intellectual Property: Details of any trademarks, trade names, recipes, or other IP being transferred

7. Schedule G - Lease Details: Copy or summary of premises lease agreement

8. Schedule H - Financial Statements: Recent financial statements and trading history

9. Appendix 1 - Form of Transfer Documents: Templates for various transfer documents required at closing

10. Appendix 2 - Handover Checklist: Detailed checklist for the physical handover process

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 Service

Hospitality

Restaurant Industry

Food & Beverage

Real Estate

Business Services

Retail

Small Business

Franchise Operations

Mergers & Acquisitions

Relevant Teams

Legal

Finance

Operations

Compliance

Risk Management

Business Development

Mergers & Acquisitions

Real Estate

Due Diligence

Corporate Affairs

Relevant Roles

Business Owner

Restaurant Owner

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Investment Manager

Restaurant Manager

Operations Director

Compliance Officer

Due Diligence Officer

Mergers & Acquisitions Specialist

Business Broker

Real Estate Manager

Risk Manager

Finance Director

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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