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Online Advertising Agreement

What is included

 New South Wales

Sale of Business Contract contains the usual provisions in relation to sale of business including:

  • Assets
  • Consideration
  • Deferred consideration
  • Completion
  • Post completion obligations
  • Assignment of Contracts
  • Employees
  • Liabilities
  • Restrictive covenants

Sale of Business Contract Template is for the Sale of Business & Shares with variables are included in six schedules for ease of drafting:

  • SCHEDULE 1:Consideration,deposit,business,domain names, email addresses
  • SCHEDULE 2: Equipment:
  • SCHEDULE 3:List of Guarantees
  • SCHEDULE 4:List of Creditors
  • SCHEDULE 5:List of Debtors
  • SCHEDULE 6:Work in Progress (WIP)




Sale of Business Contract Template & Shares is 13 pages long and includes gst.




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What is it?

Business owners can get into trouble buying or selling a business if the Contract leaves out important aspects of the sale. Leaving important items out of a contract, including tangible and intangible assets and liabilities, can cause problems months after the sale completes. When you draft a contract for the sale of a business, make sure both parties know exactly what they are getting at the time of signing, as well as in the future.

Key Elements

When dealing with the sale of both a business and its shares in New South Wales (NSW), Australia, the contract needs to address both aspects comprehensively. Here are the key components to include in such a contract:

  1. Parties Involved: Clearly identify the parties involved in the transaction, including their full legal names and addresses. Specify whether the transaction involves the sale of shares, assets, or both.

  2. Description of Business: Provide a detailed description of the business being sold, including its structure (whether it’s a company, partnership, etc.), assets, liabilities, intellectual property, contracts, and any other relevant details.

  3. Sale of Shares: If shares are being sold, specify the number and type of shares being transferred. Include any restrictions or conditions related to the transfer of shares as per the company’s constitution and shareholder agreements.

  4. Sale of Business Assets: If specific business assets are being sold (e.g., equipment, inventory, goodwill), detail these assets and their respective values.

  5. Purchase Price and Payment Terms: Clearly state the total purchase price for both the shares and the business assets, and outline how and when payments will be made (e.g., lump sum, installment payments).

  6. Warranties and Representations: Detail any warranties or guarantees made by the seller regarding the business, its assets, financial condition, and the shares being sold.

  7. Conditions of Sale: Include any conditions that must be met before the sale can be completed, such as regulatory approvals, shareholder approvals (if applicable), or due diligence investigations.

  8. Employee Issues: Address the status of existing employees, including whether they will be transferred to the new owner(s) or terminated, and any related obligations under employment contracts or applicable laws.

  9. Lease and Premises: If the business premises are leased, specify whether the lease will be assigned to the buyer, terminated, or renegotiated.

  10. Non-compete and Confidentiality Clauses: Include any restrictions on the seller’s ability to compete with the business post-sale or disclose confidential information related to the business.

  11. Dispute Resolution: Outline how disputes arising from the contract will be resolved, such as through mediation, arbitration, or litigation.

  12. Governing Law: Specify that the contract is governed by the laws of New South Wales.

  13. Tax and GST Considerations: Address any tax implications of the transaction, including GST (Goods and Services Tax) obligations.

  14. Completion and Settlement: Detail the process for completion and settlement of the transaction, including the transfer of ownership and any necessary filings with regulatory authorities.

  15. Signatures: Ensure the contract is signed and dated by authorized representatives of both parties.

It’s crucial to seek legal advice from a qualified professional experienced in business transactions and contract law in NSW to ensure all legal requirements are met and the contract effectively protects the interests of both the buyer and the seller.

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