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Restaurant Purchase Agreement for Indonesia

Restaurant Purchase Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that facilitates the transfer of ownership of a restaurant business from a seller to a buyer. The document covers all aspects of the transaction including the transfer of physical assets, licenses, permits, employees, and operational rights. It ensures compliance with Indonesian business regulations, food safety laws, employment regulations, and local licensing requirements. The agreement includes provisions for due diligence, warranties, purchase price mechanics, and post-completion obligations, while addressing specific requirements under Indonesian corporate law and food service regulations.

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What is a Restaurant Purchase Agreement?

The Restaurant Purchase Agreement is a crucial document used in Indonesia when transferring ownership of an existing restaurant business. It is designed to comply with Indonesian legal requirements, including Law No. 40 of 2007 on Limited Liability Companies and various food service regulations. This agreement is essential when a restaurant owner wishes to sell their business, whether it's a single location or multiple outlets. The document covers all aspects of the transaction, from initial due diligence to final handover, including transfer of assets, employees, licenses, and operational rights. It addresses specific Indonesian requirements for food service establishments, local business permits, health certificates, and tax obligations. The agreement provides protection for both buyer and seller while ensuring smooth transition of operations and compliance with local regulations.

What sections should be included in a Restaurant Purchase Agreement?

1. Parties: Identification of the seller and purchaser, including complete legal names and registration details

2. Background: Context of the transaction, brief description of the restaurant business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms, including what is being sold and confirmation of transfer

5. Purchase Price and Payment: Purchase price, payment terms, deposits, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Due Diligence: Buyer's right to investigate the business and related procedures

8. Pre-Completion Obligations: Obligations of both parties between signing and completion

9. Completion: Completion mechanics, timing, and deliverables

10. Business Assets: Detailed description of assets included in the sale

11. Licenses and Permits: Treatment of existing licenses and permits, transfer procedures

12. Employees: Treatment of existing employees, transfer terms, and related obligations

13. Warranties: Seller's warranties regarding the business, assets, and operations

14. Tax Matters: Tax obligations, allocations, and indemnities

15. Post-Completion Obligations: Ongoing obligations after completion, including handover procedures

16. Confidentiality: Confidentiality obligations regarding the transaction and business information

17. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms

What sections are optional to include in a Restaurant Purchase Agreement?

1. Real Estate: Required if the transaction includes transfer of real estate ownership or lease rights

2. Intellectual Property: Required if the restaurant has valuable trademarks, trade names, or proprietary recipes

3. Multiple Locations: Required if the transaction involves multiple restaurant locations

4. Franchise Arrangements: Required if the restaurant operates under a franchise agreement

5. Environmental Matters: Required if there are significant environmental compliance requirements

6. Non-Compete: Optional restrictions on seller's future business activities

7. Seller's Training Obligations: Optional requirements for seller to provide operational training

8. Earn-out Provisions: Optional provisions for additional payments based on future performance

What schedules should be included in a Restaurant Purchase Agreement?

1. Schedule 1 - Business Assets: Detailed inventory of all physical assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Employee List: List of all employees, positions, and employment terms

4. Schedule 4 - Contracts: List of all contracts being transferred

5. Schedule 5 - Licenses and Permits: Details of all operational licenses and permits

6. Schedule 6 - Lease Details: Details of premises lease or property ownership

7. Schedule 7 - Inventory: Current inventory of food, beverages, and supplies

8. Schedule 8 - Equipment List: Detailed list of kitchen and restaurant equipment

9. Schedule 9 - Intellectual Property: List of trademarks, recipes, and other IP rights

10. Schedule 10 - Completion Deliverables: List of items to be delivered at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions

















































Clauses




































Relevant Industries

Food & Beverage

Hospitality

Restaurant

Food Service

Retail

Commercial Real Estate

Franchising

Small Business

Mergers & Acquisitions

Hospitality Management

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Operations

Compliance

Due Diligence

Commercial

Real Estate

Food Safety & Quality

Relevant Roles

Restaurant Owner

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Mergers & Acquisitions Manager

Business Broker

Commercial Director

Operations Director

Finance Director

Restaurant Manager

Franchise Manager

Property Manager

Compliance Officer

Due Diligence Specialist

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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