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What is included



Special Conditions for Sale of Business in New South Wales is done with the Contract for Business created by The Law Society of New South Wales.

For each edition, practitioners have been formulating their own Special Conditions. For whatever reason, each edition of standard terms produced by the Law Society of New South Wales spawns its own unofficial  special conditions which filter through the profession, attached to clients’ contracts.


The Special Conditions Contract for Sale of Business alter Standard Terms of the Contract for the sale and purchase of business by:

  • Deleting and amending the Standard Terms
  • Including new terms which are not included in the Standard Terms

This has the effect of removing some unwanted results from using the Standard Terms in their unamended form.

Sale of Business NSW

The Special Conditions to the Contract for the sale of Business are designed to be added to the Contract for the Sale of Business . They are normally inserted after the Standard Terms

Note Special Conditions are not intended to be used on their own. You still need to purchase the Contract for the sale of Business from the Law Society of New South Wales. There is an online shop on the website of the Law Society of New South Wales from which you can purchase a one-use-only copy of the Contract for the sale and purchase of Business. Select the appropriate set of special conditions, add your annexures and you have your Contract!

New: Special-Conditions-for-Law-Society-2021-Contract-for-Sale-of-Business

 These Special Conditions have been drafted to complement the Law Society of New South Wales Contract for Sale of Business 2021 (now called the Contract for the Sale and Purchase of Business 2021 Edition)

The Special Conditions contain 31 additional clauses to the standard terms contained in the Law Society contract (listed below)


  1. Variations To Printed Form
  2. Agent
  3. Whole Agreement
  4. Death, Bankruptcy & Liquidation
  5. Interest For Late Completion
  6. GST – Going Concern
  7. GST – Purchaser To Pay
  8. GST – Reverse Charge
  9. GST Registration For Gst
  10. Transfer Of Intellectual Property
  11. Key Persons To Sign The Restraint Contract
  12. Attorney (Guarantor)
  13. Condition Precedent
  14. Costs And Stamp Duty
  15. Confidentiality
  16. Contemporaneous Completion
  17. Counterparts
  18. Force Majeure
  19. Further Assurance
  20. Guarantee And Indemnity
  21. Interpretation
  22. Proper Law
  23. Restraint Of Trade
  24. Retention Of Title
  25. Rights Not Affected By Failure To Enforce
  26. Rights To Survive Termination
  27. Severability
  28. Liquor Licence
  29. Termination
  30. Time Of The Essence
  31. Whole Agreement


The precedent can be used as a memory jogger – remind yourself of what extra clauses are available and simply delete the ones that are not required. The included Table of Contents will update itself.

Special Conditions Sale of Business

includes gst.


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New South Wales

Preview Sample



What is it?

When drafting a contract for the sale of a business in New South Wales (NSW), special conditions can be included to address specific circumstances or requirements that are unique to the transaction. These conditions should be tailored to the needs and concerns of both the buyer and the seller.

Key Elements

Here are some common special conditions that may be included:

  1. Due Diligence: Specify a period for the buyer to conduct due diligence on the business, including reviewing financial records, contracts, leases, and other relevant documents.

  2. Transfer of Licenses and Permits: Condition the sale on the successful transfer of any necessary licenses, permits, or approvals required to operate the business.

  3. Employee Matters: Address the handling of employees, including whether existing employees will be transferred to the buyer, any redundancies or severance payments, and compliance with employment laws.

  4. Supplier and Customer Contracts: Condition the sale on the transfer or renegotiation of key supplier and customer contracts to ensure continuity of business relationships.

  5. Lease Assignment: If the business operates from leased premises, specify that the lease must be assigned to the buyer or that a new lease agreement must be negotiated and agreed upon.

  6. Non-compete Agreement: Include a clause restricting the seller from competing with the business within a specified geographic area and time period after the sale.

  7. Seller’s Warranties: Specify warranties and representations made by the seller regarding the business, its assets, liabilities, and operations.

  8. Seller’s Obligations: Outline any obligations of the seller post-sale, such as assistance with transition, training, or customer introductions.

  9. Finance Approval: Condition the sale on the buyer obtaining satisfactory finance approval, if applicable.

  10. Adjustments to Purchase Price: Specify how adjustments to the purchase price will be calculated based on factors like inventory levels, accounts receivable, or prepaid expenses at the time of settlement.

  11. GST and Taxation: Include conditions related to the treatment of GST (Goods and Services Tax) and other taxation matters arising from the sale.

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

  13. Specific Performance: Include a clause allowing for specific performance of the contract by either party in case of breach, in addition to damages.

  14. Completion Date: Specify the date by which the sale must be completed and any consequences for failure to meet this deadline.

Each of these special conditions should be carefully drafted to reflect the intentions and agreements of both parties, and it’s important to seek legal advice to ensure compliance with NSW laws and regulations. Tailoring these conditions to the specific circumstances of the sale can help mitigate risks and ensure a smoother transaction process for all parties involved.

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