The Business Transfer Agreement is a crucial document used in Canadian business acquisitions where one entity wishes to transfer ownership of its business operations to another. This comprehensive agreement is essential when structuring the sale of a business as an asset purchase rather than a share sale. It's particularly relevant when the transaction involves transferring specific business assets, contracts, employees, and liabilities while leaving others behind. The agreement must comply with both federal Canadian legislation and applicable provincial laws, particularly regarding employment standards, tax regulations, and competition law. It includes detailed provisions for purchase price mechanics, warranties, indemnities, and post-completion obligations, making it suitable for complex commercial transactions where clear documentation of the parties' rights and obligations is essential.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the seller and buyer, including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the transfer
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Consideration, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties: Seller's warranties regarding the business, assets, and liabilities
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax-related provisions, including allocations and indemnities
12. Employee Matters: Provisions relating to the transfer of employees
13. Restrictive Covenants: Non-compete and non-solicitation provisions
14. Confidentiality: Provisions regarding confidential information
15. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Real Estate: Required if the business transfer includes real property assets
2. Intellectual Property: Required if significant IP assets are being transferred
3. Environmental Matters: Required if the business involves environmental risks or permits
4. Information Technology: Required if IT systems and software are significant business assets
5. Data Protection: Required if the business processes significant personal data
6. Pensions: Required if pension schemes are being transferred
7. Earn-out Provisions: Required if part of the purchase price is contingent on future performance
8. Transitional Services: Required if the seller will provide services post-completion
1. Assets Schedule: Detailed list of assets being transferred
2. Excluded Assets Schedule: List of assets explicitly excluded from the transfer
3. Properties Schedule: Details of any real estate included in the transfer
4. Contracts Schedule: List of key contracts being transferred
5. Employee Schedule: List of transferring employees and their key terms
6. Intellectual Property Schedule: Details of IP rights being transferred
7. Warranties Schedule: Detailed warranties given by the seller
8. Tax Schedule: Detailed tax provisions and allocations
9. Completion Obligations Schedule: Detailed list of completion deliverables
10. Form of Transfer Documents: Pro forma transfer documents to be executed at completion
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Professional Services
Healthcare
Real Estate
Construction
Financial Services
Energy
Transportation
Hospitality
Agriculture
Mining
Telecommunications
Education
Media and Entertainment
Relevant Teams
Legal
Finance
Mergers & Acquisitions
Corporate Development
Human Resources
Tax
Operations
Risk Management
Compliance
Board of Directors
Executive Leadership
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Director
Finance Director
Commercial Director
Head of Legal
Corporate Secretary
Integration Manager
Risk Manager
Tax Director
HR Director
Operations Director
Chief Operating Officer
Find the exact document you need
Equipment Rental Agreement Terms And Conditions
Canadian-compliant equipment rental terms and conditions document establishing rights and obligations between equipment lessors and lessees.
find out more
Snow Plowing Contract
Canadian-law governed agreement for professional snow removal services, incorporating provincial regulations and municipal requirements.
find out more
Property Maintenance Contract
A Canadian-law governed agreement establishing terms and conditions for property maintenance services, including service scope, standards, and compliance requirements.
find out more
Business To Business Contract
Canadian B2B contract template for establishing legal commercial relationships between business entities under Canadian federal and provincial law.
find out more
Yoga Instructor Service Agreement
A Canadian-law governed agreement establishing the professional relationship between a yoga instructor and a hiring facility, outlining service terms, compensation, and operational requirements.
find out more
Service Level Guarantee
A Canadian-compliant legal document that defines guaranteed service performance levels and remedies for non-compliance.
find out more
Lease Agreement For Trucking Company
Canadian-law governed agreement for commercial vehicle leasing in the trucking industry, incorporating federal and provincial transportation and leasing regulations.
find out more
Professional Services Agreement
A Canadian-law governed agreement establishing terms and conditions for professional service delivery, including scope, payment, and compliance requirements.
find out more
Notarial Contract
A formally authenticated legal document prepared and certified by a licensed Canadian notary public, complying with provincial notarial requirements and regulations.
find out more
Distance Contract
A Canadian-compliant contract for remote transactions between vendors and consumers, incorporating federal and provincial requirements for distance selling.
find out more
Client Confidentiality Policy
A policy document outlining standards and procedures for protecting client confidential information in compliance with Canadian privacy laws.
find out more
Labor Agreement
A Canadian employment agreement establishing terms and conditions of employment under federal and provincial labor laws.
find out more
Client Agreement Form
A Canadian-law governed agreement establishing the terms and conditions between a service provider and client, outlining service scope, responsibilities, and key obligations.
find out more
Apartment Rental Lease
A legally binding agreement for residential apartment rental in Canada, compliant with provincial tenancy laws and federal requirements.
find out more
General Contract For Services
Canadian-law compliant General Contract for Services template establishing service provision terms, responsibilities, and obligations between parties.
find out more
Bartender Contract
A Canadian-compliant employment agreement for bartending positions, covering essential terms and alcohol service requirements under federal and provincial regulations.
find out more
House Share Agreement
A Canadian legal agreement establishing terms and conditions for multiple occupants sharing a residential property, governed by provincial residential tenancy laws.
find out more
Training Agreement Between Company And Trainer
A Canadian-law governed agreement between a company and training provider establishing terms for professional training service delivery.
find out more
Supply Agreement Contract
A Canadian-law governed agreement establishing terms and conditions for the supply of goods between parties, including ordering, delivery, pricing, and quality requirements.
find out more
Service Bond Agreement
A Canadian legal agreement binding an employee to serve an organization for a specified period in return for employer-provided training or education.
find out more
Reservation Contract
A Canadian-law governed contract establishing terms and conditions for service, facility, or accommodation reservations, including payment terms and cancellation policies.
find out more
Public Service Agreement
A Canadian jurisdiction contract governing public service delivery between government entities and service providers, ensuring compliance with federal and provincial regulations.
find out more
Operation And Maintenance Contract
Canadian-law governed agreement for operation and maintenance services, defining service provider and owner responsibilities, performance standards, and compliance requirements.
find out more
Framework Contract In Procurement
A Canadian procurement framework agreement establishing terms for multiple future purchases, complying with federal and provincial procurement regulations.
find out more
Exclusive Buyer Brokerage Agreement
A Canadian real estate agreement establishing exclusive representation rights between a brokerage firm and property buyer, governed by federal and provincial regulations.
find out more
Enterprise Subscription Agreement
Canadian-law governed agreement for enterprise-wide software/service subscriptions, defining terms between service providers and enterprise customers.
find out more
Development Services Agreement
A Canadian-law governed agreement between a development service provider and client, outlining terms for software or technology development services.
find out more
Customer Protection Agreement
A Canadian-compliant agreement establishing consumer rights and business obligations for customer protection across various sectors.
find out more
Clearing Agreement
A Canadian law-governed agreement establishing the terms for clearing and settlement services between a clearing member and its client, detailing operational requirements and regulatory compliance.
find out more
Administrative Contract
A Canadian-law governed contract for administrative services between government entities and service providers, incorporating federal and provincial public sector requirements.
find out more
Transfer Contract
A Canadian legal document facilitating the formal transfer of assets or rights between parties, governed by federal and provincial regulations.
find out more
Shared Services Agreement
Canadian-law governed agreement establishing terms for shared services between organizations, including service delivery, performance metrics, and compliance requirements.
find out more
Payment Settlement Agreement
A Canadian legal document that formalizes payment settlement terms between parties, including payment schedules, release of claims, and enforcement provisions.
find out more
Web Development Agreement
A Canadian-law governed agreement between a web developer and client outlining terms for website development services, including scope, deliverables, and legal compliance.
find out more
Dispatcher Agreement
A Canadian-law governed agreement establishing terms and conditions between an organization and a dispatcher, outlining service delivery terms and compliance requirements.
find out more
Personal Services Contract
A Canadian-compliant agreement governing the relationship between an independent service provider and client, establishing terms for services, payment, and contractor status.
find out more
Staff Contract
A Canadian-law governed employment agreement establishing terms and conditions between employer and employee.
find out more
Volunteer Agreement
A Canadian legal document establishing the terms and conditions of volunteer service, distinguishing it from employment while ensuring regulatory compliance.
find out more
Home Repair Contract
A Canadian-compliant contract between a contractor and homeowner for residential repair services, outlining work scope, terms, and mutual obligations.
find out more
Loan Agreement Document
A Canadian-law governed agreement establishing terms and conditions for lending money, including loan amount, interest, repayment terms, and security arrangements.
find out more
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)