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Business Sale Contract Template for New Zealand

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Key Requirements PROMPT example:

Business Sale Contract

"I need a Business Sale Contract for the sale of my small retail clothing store in Auckland, New Zealand, with completion planned for March 2025, including basic warranties and a 2-year non-compete clause."

Document background
The Business Sale Contract is a crucial legal document used in New Zealand for the transfer of business ownership from one entity to another. It is essential when selling or purchasing a business as a going concern, whether the transaction involves a small business or a larger enterprise. The contract must comply with New Zealand legal requirements and typically includes provisions for asset transfer, employee transitions, assignments of contracts, and intellectual property rights. It addresses key considerations under New Zealand law such as GST treatment for going concerns, employee protection under the Employment Relations Act, and Fair Trading Act obligations. The document is structured to protect both parties' interests through warranties, indemnities, and specific conditions precedent, while ensuring a smooth transition of business ownership.
Suggested Sections

1. Parties: Identification of the vendor and purchaser, including full legal names and addresses

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

3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core agreement to sell and purchase the business, including the business assets and goodwill

5. Purchase Price: Total consideration, payment terms, deposit requirements, and adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion occurs

7. Period Before Completion: Obligations of parties between signing and completion, including business conduct requirements

8. Completion: Completion date, obligations at completion, and completion mechanics

9. Assets: Detailed description of assets included and excluded from the sale

10. Employees: Treatment of employees, transfer arrangements, and related obligations

11. Warranties: Vendor's warranties about the business, assets, and operations

12. Restraint of Trade: Non-compete and non-solicitation obligations

13. Confidentiality: Protection of confidential information and trade secrets

14. GST: GST treatment of the transaction and required declarations

15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Intellectual Property: Specific provisions for transfer of IP rights when the business has significant IP assets

2. Lease Assignment: Required when business premises are leased and the lease needs to be assigned

3. Stock: Detailed provisions for valuation and transfer of stock when inventory is significant

4. Vendor Finance: Terms of any vendor financing arrangement if part of purchase price is deferred

5. Training and Handover: Specific provisions for vendor assistance during transition period

6. Key Contracts: Provisions for assignment or novation of important business contracts

7. Environmental Matters: Required for businesses with environmental risks or compliance obligations

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

9. Property: Required when real property is included in the sale

Suggested Schedules

1. Schedule 1: Assets: Detailed list of all assets included in the sale

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

3. Schedule 3: Employees: List of employees, their terms of employment and entitlements

4. Schedule 4: Contracts: List of business contracts to be assigned or novated

5. Schedule 5: Intellectual Property: Details of all IP rights included in the sale

6. Schedule 6: Lease Details: Details of any leases being transferred

7. Schedule 7: Stock: Stock taking and valuation procedures

8. Schedule 8: Warranties: Detailed warranties given by the vendor

9. Appendix A: Financial Statements: Recent financial statements of the business

10. Appendix B: Required Consents: List of third-party consents required for completion

Authors

Alex Denne

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

Relevant legal definitions























































Clauses















































Relevant Industries

Retail

Manufacturing

Professional Services

Hospitality

Technology

Healthcare

Construction

Agriculture

Transport and Logistics

Education

Real Estate

Financial Services

Media and Entertainment

Mining and Resources

Wholesale Trade

Relevant Teams

Legal

Finance

Corporate Development

Human Resources

Operations

Risk and Compliance

Executive Leadership

Mergers and Acquisitions

Due Diligence

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Commercial Lawyer

Corporate Lawyer

Chief Financial Officer

Finance Director

Business Development Manager

Operations Manager

Human Resources Director

Company Secretary

Merger & Acquisition Manager

Due Diligence Manager

Risk Manager

Compliance Officer

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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