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Business Buy And Sell Agreement
"I need a Business Buy And Sell Agreement for the purchase of a medium-sized restaurant chain in Singapore, including transfer of 12 locations, kitchen equipment, and recipes, with specific provisions for retaining key staff and protecting proprietary cooking methods."
1. Parties: Identification of buyer and seller with full legal details
2. Background: Context of the transaction and business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and assets/shares being sold
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Seller's assurances about the business
7. Indemnities: Protection against specific identified risks
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Employee Matters: Terms regarding transfer of employees and related obligations under Singapore Employment Act
2. Property Transfer: Terms regarding transfer of real estate under Singapore property laws
3. Intellectual Property: Terms regarding transfer of IP rights under Singapore IP legislation
4. Data Protection: Compliance with Personal Data Protection Act 2012 requirements
5. Non-Competition: Restrictions on seller's future business activities
1. Asset Schedule: Detailed list of assets being transferred
2. Financial Statements: Recent financial statements of the business
3. Property Schedule: Details of real estate assets if applicable
4. Employee Schedule: List of transferring employees and their terms
5. Warranties Schedule: Detailed warranties given by seller
6. Completion Obligations: Detailed list of actions required at completion
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