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1. Parties: Identification of the seller and buyer, including complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the assets/shares being purchased and basic deal structure
5. Purchase Price: Details of the purchase price, payment terms, adjustments, and payment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties and Representations: Seller's warranties about the business, assets, and liabilities
10. Limitations on Liability: Limitations on seller's liability for warranty claims and general liability caps
11. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
12. Confidentiality: Provisions regarding confidential information and announcements
13. Non-Competition: Restrictions on seller's competing activities post-completion
14. Termination: Circumstances under which the agreement can be terminated and consequences
15. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Employee Matters: Required if employees are being transferred, covering employment continuity and benefits
2. Intellectual Property: Required if significant IP assets are involved in the purchase
3. Real Estate: Required if the business includes property assets or leases
4. Environmental Matters: Required for businesses with environmental risks or compliance obligations
5. Tax Covenants: Detailed tax provisions required for complex tax structures or liabilities
6. Earn-out Provisions: Required if part of the purchase price is contingent on future performance
7. Bank Guarantees: Required if payment security or performance guarantees are needed
8. Foreign Investment Provisions: Required if foreign ownership is involved, ensuring compliance with Philippine foreign investment laws
1. Schedule 1 - Business 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 - Properties: Details of any real estate owned or leased
4. Schedule 4 - Intellectual Property: List of all IP rights, registrations, and licenses
5. Schedule 5 - Employee Information: List of employees, their roles, and key employment terms
6. Schedule 6 - Material Contracts: List of important business contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Deliverables: List of documents and items to be delivered at completion
9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets
10. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required at completion
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