Special Conditions – Law Society 2021 Contract for Sale of Business
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At a Glance
Special Conditions – Law Society 2021 Contract for Sale of Business
This Special Conditions document is an annexure to the Law Society of NSW 2021 Contract for Sale of Business. It includes additional and replacement clauses that expand and clarify the rights and obligations of vendors and purchasers in business sale transactions.
What This Document Covers
• Variations to the printed contract form
• Agent warranties and indemnities
• Whole agreement confirmation
• Death, bankruptcy, or liquidation provisions
• Interest payable for late completion
• GST conditions – going concern, purchaser to pay, reverse charge
• GST registration warranty
• Transfer of intellectual property
• Key persons to sign restraint contracts
• Guarantor and attorney provisions
• Conditions precedent to settlement
• Allocation of costs and stamp duty
• Confidentiality and business information protection
• Contemporaneous completion of related agreements
• Force majeure, further assurance, and indemnities
• Retention of title and rights on termination
• Restraint of trade clauses
• Severability, governing law, and survival of rights
Why Use This Template?
• Ensures a complete and enforceable annexure to the 2021 Law Society contract
• Reflects current practice for sale of business transactions in NSW
• Clearly defines GST responsibilities and restraint obligations
• Protects vendor and purchaser interests during and after completion
• Editable for different business types and sale structures
Suitable For
This precedent is ideal for solicitors, business brokers, and conveyancers preparing or reviewing the Law Society 2021 Sale of Business Contract who require a set of tested, comprehensive special conditions.
INCLUDES
The Special Conditions contain 31 additional clauses to the standard terms contained in the Law Society contract (listed below)
Variations To Printed Form
Agent
Whole Agreement
Death, Bankruptcy & Liquidation
Interest For Late Completion
GST – Going Concern
GST – Purchaser To Pay
GST – Reverse Charge
GST Registration For Gst
Transfer Of Intellectual Property
Key Persons To Sign The Restraint Contract
Attorney (Guarantor)
Condition Precedent
Costs And Stamp Duty
Confidentiality
Contemporaneous Completion
Counterparts
Force Majeure
Further Assurance
Guarantee And Indemnity
Interpretation
Proper Law
Restraint Of Trade
Retention Of Title
Rights Not Affected By Failure To Enforce
Rights To Survive Termination
Severability
Liquor Licence
Termination
Time Of The Essence
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.
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