The Small Business Sale Contract is essential for facilitating the transfer of small business ownership in Singapore. This document is typically used when a business owner wishes to sell their enterprise, whether due to retirement, relocation, or strategic decisions. The contract encompasses crucial elements such as asset transfer, employee considerations, intellectual property rights, and ongoing business obligations, all while ensuring compliance with Singapore's regulatory framework. It provides legal protection for both parties and clarity on their respective rights and obligations throughout the transaction process.
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1. Parties: Identification and details of the buyer and seller
2. Background: Context of the sale and brief description of the business
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including price and payment terms
5. Completion: Details of when and how the sale will be completed
6. Warranties and Representations: Seller's assurances about the business
7. Governing Law: Specification of Singapore law as governing law
1. Employee Transfer: Terms for transferring employees when staff are included in the business sale
2. Property Assignment: Terms for transferring property when real estate is included in the sale
3. Intellectual Property: Terms for transferring IP rights when the business includes significant IP assets
4. Non-Compete: Restrictions on seller's future business activities when protecting the business's goodwill is crucial
1. Schedule 1: Assets List: Detailed inventory of assets being transferred
2. Schedule 2: Financial Statements: Recent financial statements of the business
3. Schedule 3: Employees: List of employees and their terms of employment
4. Schedule 4: Contracts: List of ongoing contracts and obligations
5. Schedule 5: Intellectual Property: List of IP assets being transferred
6. Schedule 6: Properties: Details of any real estate included in the sale
Relevant legal definitions
Agreement
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Effective Date
Employees
Encumbrance
Excluded Assets
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Material Adverse Change
Party/Parties
Permits
Purchase Price
Records
Seller's Warranties
SGD
Taxation
Trade Secrets
Transaction Documents
Transfer
Working Capital
Singapore Dollar
Business Premises
Confidential Information
Customer Data
Disclosed Information
Due Diligence Materials
Key Employees
Loss
Material Contracts
Restrictive Covenants
Security Interest
Working Capital Target
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Effective Date
Employees
Encumbrance
Excluded Assets
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Material Adverse Change
Party/Parties
Permits
Purchase Price
Records
Seller's Warranties
SGD
Taxation
Trade Secrets
Transaction Documents
Transfer
Working Capital
Singapore Dollar
Business Premises
Confidential Information
Customer Data
Disclosed Information
Due Diligence Materials
Key Employees
Loss
Material Contracts
Restrictive Covenants
Security Interest
Working Capital Target
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Due Diligence
Warranties and Representations
Assets Transfer
Liabilities Assumption
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Business Operations
Accounts and Financial Statements
Tax Matters
Insurance
Property Transfer
Inventory
Customer and Supplier Contracts
Assignment and Novation
Indemnification
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Third Party Rights
Counterparts
Survival
Business Name and Goodwill
Regulatory Compliance
Environmental Matters
Purchase Price
Payment Terms
Completion
Conditions Precedent
Due Diligence
Warranties and Representations
Assets Transfer
Liabilities Assumption
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Business Operations
Accounts and Financial Statements
Tax Matters
Insurance
Property Transfer
Inventory
Customer and Supplier Contracts
Assignment and Novation
Indemnification
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Third Party Rights
Counterparts
Survival
Business Name and Goodwill
Regulatory Compliance
Environmental Matters
Relevant Industries
Relevant Teams
Relevant Roles
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