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Business Purchase Contract
"I need a Business Purchase Contract under Singapore law for acquiring a medium-sized tech startup, including specific provisions for intellectual property transfer and employee retention, with completion planned for March 2025."
1. Parties: Identification and details of buyer and seller
2. Background: Context of the transaction and business being purchased
3. Definitions: Key terms used throughout the agreement including relevant legislation references
4. Sale and Purchase: Core transaction terms including purchase price, payment terms, and scope of assets/business being purchased
5. Completion: Timing and mechanics of closing the transaction, including conditions precedent
6. Warranties and Representations: Seller's assurances about the business, assets, and compliance with Singapore law
7. Indemnities: Protection mechanisms for buyer against breach of warranties or undisclosed liabilities
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Employee Matters: Terms regarding transfer of employees, compliance with Employment Act, and employee benefits
2. Property Rights: Transfer of real estate assets and compliance with property laws
3. Intellectual Property: Transfer of IP rights, including trademarks, patents, and compliance with IP laws
4. Non-Compete Provisions: Restrictions on seller's future activities, subject to Competition Act compliance
5. Data Protection: Compliance with PDPA and transfer of customer databases
1. Schedule 1: Asset List: Detailed inventory of tangible and intangible assets being transferred
2. Schedule 2: Property Details: Comprehensive list of real estate assets and related documents
3. Schedule 3: Employee Information: List of transferring employees, their terms, and benefits
4. Schedule 4: Intellectual Property Register: Detailed list of all IP rights being transferred
5. Schedule 5: Warranties: Comprehensive list of warranties given by seller
6. Schedule 6: Completion Checklist: List of documents and actions required for completion
7. Schedule 7: Existing Contracts: List of business contracts being transferred or assigned
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