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Business Transfer Agreement
"I need a Business Transfer Agreement for the sale of my Singapore-based manufacturing company to a multinational corporation, including transfer of 50 employees and significant intellectual property rights, with completion planned for March 2025."
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the business transfer and brief description of the business
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets, liabilities, and consideration
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Standard business warranties from both parties
7. Employee Matters: Transfer of employees and related obligations
1. Pre-Completion Obligations: Used when there's a gap between signing and completion - includes obligations between signing and completion date
2. Post-Completion Obligations: Ongoing obligations after completion including transitional arrangements and cooperation requirements
3. Non-Compete Provisions: Restrictions on seller's future business activities to protect the goodwill of the transferred business
4. Tax Covenants: Specific tax-related promises and indemnities for significant tax implications
1. Asset Schedule: Detailed list of assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Employee Schedule: List of transferring employees and their terms
4. Contracts Schedule: List of contracts being transferred
5. Properties Schedule: Details of any real property included in the transfer
6. Intellectual Property Schedule: List of IP rights being transferred
7. Completion Obligations: Detailed list of actions required at completion
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