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Business Sale Agreement Fill out the template

Business Sale Agreement

Last revision
Last revision 02/11/2017
Formats
Formats Word and PDF
Size
Size 17 to 26 pages
Fill out the template

About the template

Last revision:02/11/2017

Size:17 to 26 pages

Available formats:Word and PDF

Fill out the template

Business Sale Agreement

This Business Sale Agreement is for use when the owner of a business sells the business to a new owner. The Agreement addresses a variety of matters that may be relevant to a business sale, including:

  • assets to be transferred with the business
  • transfer of employees
  • a stocktake, if required
  • conditions precedent (such as a 'subject to finance' clause which can be used if the purchaser needs to be approved for a loan in order to make the purchase)
  • restraint of trade preventing the vendor of the business from opening competing businesses
  • leases for business premises, if applicable
  • confidentiality - so that the outgoing owner can provide sensitive information to the purchaser if required, and that information can be kept confidential
  • a transfer of any business name
  • intellectual property (such as logos and designs)
  • vendor warranties
  • indemnities from each party - so that the purchaser has some protection from liability for events that happened when the vendor owned the business, and vice versa
  • Goods and Service Tax (GST)
  • whether the vendor is required to assist the purchaser with a business handover, after completion

Once completed and signed by all parties, this Business Sale Agreement constitutes a binding agreement between the parties, enabling them to start making arrangements for the business to be handed over.

If any conditions are included in the agreement, then those conditions will also need to be met in order for the transaction to go ahead. If they are not, then one party or the other (or in some cases, both parties) may have the right to pull out of the agreement.

Businesses can vary drastically in nature, meaning the requirements for business sale agreements also vary significantly. This Business Sale Agreement contains many different options but it is important that the person preparing this document checks it carefully to make sure it reflects their needs. In any event, even for unusual businesses with their own unique requirements, this Business Sale Agreement outlines the key rights and obligations of both parties and enables a smooth hand over of the business.


How to use this document

Once the Agreement has been completed, it should be signed by both parties. If a party is signing as an individual or partnership (rather than as a company), then their signature will also need to be witnessed by an independent adult witness (the other party cannot act as a witness).

The Agreement should be dated, on the date that the parties signed the Agreement. Or, if the parties signed on different days, it should be dated on the day that the second party signs it. Once all of the signatures are on the Agreement, it is legally binding.

Both parties should keep a copy of the Agreement. The parties should also pay close attention to any relevant timeframes which are set out in the Agreement, and should make sure they understand what they each need to do, and when they need to do it.

In some cases, if a party fails to do something that they are required to do, within the relevant timeframe, the other party may have the right to pull out of the Agreement.


Applicable law

General principles of contract law, as provided by the common law, will apply to this Agreement.

Depending on the industry within which the business operates, other bodies of law, specific to that industry, may also apply.

If employees are being transferred with the business, then elements of employment law may apply. For example, the Fair Work Act 2009 deals with matters such as accrued annual leave and long service leave when a business is sold.

If intellectual property is being transferred with the business then elements of intellectual property law can apply, such as the Trade Marks Act 1995 (Commonwealth), or the Copyright Act 1968 (Commonwealth).


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