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Business Sell Agreement Template for New Zealand

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Key Requirements PROMPT example:

Business Sell Agreement

"I need a Business Sale Agreement for selling my small retail clothing store in Auckland, with completion scheduled for March 15, 2025, including inventory and existing lease assignment, but excluding any personal assets."

Document background
The Business Sale Agreement is a crucial legal document used in New Zealand when transferring ownership of a business from one party to another. It is essential for transactions ranging from small business sales to complex corporate acquisitions, providing a legally binding framework that protects both parties' interests. This agreement details all aspects of the business sale, including asset transfer, employee arrangements, warranties, and post-sale obligations. It must comply with New Zealand legislation, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and Employment Relations Act 2000. The document is typically prepared with legal counsel to ensure all necessary elements are properly addressed and local regulatory requirements are met.
Suggested Sections

1. Parties: Identifies and provides full details of the vendor and purchaser

2. Background: Sets out the context of the sale and basic information about the business being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Details the assets and liabilities included in the sale and the basis of their transfer

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Specifies obligations of both parties between signing and completion

8. Completion: Details the completion process, timing, and requirements

9. Vendor Warranties: Lists warranties given by the vendor about the business

10. Purchaser Warranties: Lists warranties given by the purchaser

11. Restraint of Trade: Specifies non-compete and non-solicitation obligations

12. Confidentiality: Governs the treatment of confidential information

13. GST: Addresses GST treatment of the transaction

14. Dispute Resolution: Sets out the process for resolving disputes

15. General Provisions: Contains standard boilerplate clauses

Optional Sections

1. Intellectual Property: Required when specific IP assets are being transferred

2. Employee Matters: Required when employees are being transferred to the purchaser

3. Assignment of Contracts: Required when specific contracts need to be assigned to the purchaser

4. Lease Assignment: Required when business premises are leased and the lease is being assigned

5. Vendor Finance: Required when the vendor is providing financing for the purchase

6. Post-Completion Services: Required when the vendor will provide transition services

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

8. Property Matters: 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 - Contracts: List of contracts to be assigned to the purchaser

4. Schedule 4 - Employees: Details of employees and their employment terms

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

6. Schedule 6 - Lease Details: Details of any leases being assigned

7. Schedule 7 - Working Capital Calculation: Method for calculating working capital adjustments

8. Appendix A - Form of Transfer Documents: Templates for various transfer documents

9. Appendix B - Handover Checklist: List of items to be handled during business handover

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Construction

Healthcare

Education

Agriculture

Transportation & Logistics

Real Estate

Financial Services

Media & Entertainment

Mining & Resources

Wholesale Trade

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Operations

Risk & Compliance

Mergers & Acquisitions

Business Development

Commercial

Due Diligence

Relevant Roles

Chief Executive Officer

Business Owner

Managing Director

Chief Financial Officer

Corporate Lawyer

Business Broker

Commercial Director

Mergers & Acquisitions Manager

Business Development Manager

Company Secretary

Finance Director

Operations Manager

Legal Counsel

Due Diligence Manager

Risk Manager

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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