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1. Parties: Identification of the seller and buyer, including full legal names and registration details
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the assets/shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for completing the transaction
9. Seller's Warranties: Warranties regarding the business, assets, and liabilities
10. Buyer's Warranties: Warranties from the buyer regarding authority and capability to complete the purchase
11. Limitations on Liability: Limitations on warranty claims and general liability
12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
13. Confidentiality: Obligations regarding confidential information
14. Non-Competition: Restrictions on seller's future competitive activities
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
17. Execution: Signature blocks and execution formalities
1. Employee Matters: Specific provisions regarding transfer of employees - required if employees are being transferred
2. Intellectual Property: Detailed IP transfer provisions - required if significant IP assets are involved
3. Property Leases: Provisions regarding transfer of leases - required if business premises are leased
4. Environmental Matters: Environmental warranties and indemnities - required for businesses with environmental risks
5. Tax Covenant: Detailed tax provisions - required for complex tax arrangements or significant tax risks
6. Earn-out Provisions: Structure for additional payments based on future performance - required if deal includes earn-out
7. Parent Company Guarantee: Guarantee provisions - required if parent company guarantees are needed
8. Data Protection: Specific data protection provisions - required if business handles significant personal data
1. Schedule 1 - Business 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 - Properties: Details of all business properties and premises
4. Schedule 4 - Intellectual Property: List of all IP rights included in the sale
5. Schedule 5 - Employees: List of transferring employees and their key terms
6. Schedule 6 - Material Contracts: List of key business contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables
9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets
10. Appendix 1 - Completion Accounts: Format and principles for completion accounts
11. Appendix 2 - Tax Covenant: Detailed tax indemnity provisions
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