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Sales & Purchase Agreement
"I need a Sales & Purchase Agreement under South African law for my technology company's acquisition of software assets and associated IP rights from a local developer, with completion planned for March 2025 and including post-sale support provisions."
1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies or ID numbers for individuals
2. Background: Context of the transaction and brief description of what is being sold and purchased
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including description of assets/goods being sold and purchased
5. Purchase Price: Amount, currency, payment terms, and payment method
6. Delivery: Delivery terms, timing, location, and responsibilities
7. Risk and Ownership: When risk and ownership pass from seller to purchaser
8. Warranties: Seller's warranties regarding the goods/assets being sold
9. Limitation of Liability: Limits on parties' liability and exclusions
10. Breach and Termination: Consequences of breach and termination rights
11. Dispute Resolution: Process for resolving disputes between parties
12. Notices: How formal notices must be given between parties
13. General Provisions: Standard boilerplate clauses including governing law, whole agreement, and variation
14. Signing: Execution provisions and signature blocks
1. Conditions Precedent: Used when the agreement is subject to fulfillment of specific conditions before becoming effective
2. Due Diligence: Include when purchaser requires a due diligence period before concluding the transaction
3. Intellectual Property: Required when the sale includes IP rights or licenses
4. Employee Matters: Necessary when the sale involves transfer of employees
5. Tax Matters: Include for complex transactions with specific tax implications
6. Competition Law Compliance: Required for large transactions requiring competition authority approval
7. Exchange Control: Include for international transactions requiring SARB approval
8. Environmental Matters: Necessary for sales involving environmental risks or compliance
9. Transitional Services: Include when seller will provide post-completion services
1. Schedule 1 - Asset List: Detailed description of assets being sold
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components
3. Schedule 3 - Warranties: Comprehensive warranties given by the seller
4. Schedule 4 - Delivery Schedule: Detailed delivery timeframes and requirements
5. Schedule 5 - Due Diligence Requirements: List of documents and information for due diligence
6. Schedule 6 - Conditions Precedent: Detailed list of conditions to be fulfilled
7. Appendix A - Required Forms: Standard forms required for completion
8. Appendix B - Relevant Contracts: Copies of relevant contracts being transferred
Authors
Retail
Manufacturing
Real Estate
Technology
Agriculture
Mining
Financial Services
Automotive
Construction
Energy
Telecommunications
Healthcare
Professional Services
Industrial
Consumer Goods
Legal
Commercial
Procurement
Sales
Finance
Risk & Compliance
Operations
Business Development
Corporate Secretariat
Executive Leadership
Legal Counsel
Commercial Director
Procurement Manager
Sales Director
Business Development Manager
Contract Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Operations Manager
General Counsel
Managing Director
Chief Executive Officer
Company Secretary
Commercial Manager
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