The Business Sales Agreement Form is a crucial legal document used in New Zealand for facilitating the transfer of business ownership from one party to another. This document is essential when selling or purchasing any type of business, whether it's a small retail operation or a large corporate entity. It addresses all aspects of the transaction, including asset transfer, employee matters, intellectual property rights, and ongoing obligations. The agreement must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and various other relevant statutes. It's designed to protect both parties' interests by clearly defining the terms of sale, purchase price, payment conditions, warranties, and post-sale obligations. The document is typically customized based on the specific business type, industry requirements, and transaction complexity.
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1. Parties: Identifies and provides full legal details of the vendor and purchaser
2. Background: Outlines the context of the sale, including brief business description and parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business, including scope of assets and liabilities
5. Purchase Price: Specifies the total consideration and payment terms, including any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion
7. Due Diligence: Outlines the due diligence process, timeframes, and access rights
8. Pre-completion Obligations: Specifies parties' obligations between signing and completion
9. Completion: Details the completion process, timing, and deliverables
10. Vendor Warranties: Lists warranties given by the vendor about the business
11. Purchaser Warranties: Contains warranties given by the purchaser
12. Restraint of Trade: Specifies non-compete and non-solicitation obligations
13. Confidentiality: Governs the treatment of confidential information
14. GST: Addresses GST treatment of the transaction
15. Disputes: Sets out dispute resolution procedures
16. General: Contains standard boilerplate provisions
1. Employee Matters: Required when employees are being transferred with the business
2. Intellectual Property: Needed when significant IP assets are involved in the sale
3. Property Lease Assignment: Required when business premises are leased and the lease is being assigned
4. Vendor Finance: Include when part of the purchase price is vendor-financed
5. Post-Completion Services: Required when the vendor will provide transition services
6. Stock: Needed when the sale includes significant inventory requiring specific provisions
7. Equipment Lease Transfer: Include when equipment leases are being transferred
8. Third Party Consents: Required when key contracts or licenses require third party approval for transfer
1. Schedule 1: Assets: Detailed list of all assets included in the sale
2. Schedule 2: Excluded Assets: Lists assets specifically excluded from the sale
3. Schedule 3: Contracts: Lists all business contracts being transferred
4. Schedule 4: Employees: Details of employees and their employment terms
5. Schedule 5: Intellectual Property: Lists all IP assets included in the sale
6. Schedule 6: Lease Details: Details of any premises or equipment leases
7. Schedule 7: Stock List: Inventory included in the sale
8. Schedule 8: Purchase Price Allocation: Breakdown of purchase price across asset categories
9. Appendix A: Form of Stock Take: Procedure for conducting final stock take
10. Appendix B: Completion Checklist: List of items to be delivered at completion
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