The Restaurant Sale Agreement is a crucial legal document used in the Philippines when transferring ownership of an existing restaurant business. This agreement is essential for transactions involving the sale of restaurants, cafes, or similar food service establishments, ensuring comprehensive coverage of all aspects of the business transfer. It must comply with Philippine regulations, including the Corporation Code, Food Safety Act, and Local Government Code. The document typically includes provisions for the transfer of physical assets, equipment, inventory, licenses, permits, intellectual property, and employee contracts. It also addresses critical aspects such as health and safety compliance, local licensing requirements, and transfer of operational rights. The agreement protects both buyer and seller by clearly defining the terms of sale, responsibilities, and liabilities, while ensuring smooth business transition in accordance with Philippine law.

1. Parties: Identification of the Seller and Buyer, including complete legal names, addresses, and business registration details

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

3. Definitions: Definitions of key terms used throughout the agreement

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

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

6. Assets Included in Sale: Comprehensive list of tangible and intangible assets included in the sale

7. Liabilities and Excluded Assets: Clear specification of what liabilities are assumed and what assets are excluded from the sale

8. Closing: Closing date, conditions precedent, and closing deliverables

9. Seller's Representations and Warranties: Seller's assertions regarding the business, assets, licenses, and compliance with laws

10. Buyer's Representations and Warranties: Buyer's assertions regarding legal capacity and financial ability to complete the purchase

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

12. Licenses and Permits: Handling of existing licenses, permits, and assistance in transfer

13. Covenants: Pre-closing and post-closing obligations of both parties

14. Indemnification: Terms for compensation in case of breach or undisclosed liabilities

15. Governing Law and Dispute Resolution: Specification of Philippine law as governing law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate provisions including notices, amendments, and severability