The Restaurant Sale Agreement is essential when transferring ownership of a restaurant business in Singapore. This document is used to formalize the terms and conditions of the sale, ensuring compliance with Singapore's regulatory framework, including SFA requirements, food safety regulations, and business transfer laws. The agreement typically covers the sale of physical assets, transfer of licenses, assignment of lease, employee matters, and intellectual property rights. It includes specific provisions addressing food service operations, health permits, and other restaurant-specific considerations.
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1. Parties: Identification of seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Brief description of the restaurant business and the intent to sell/purchase
3. Definitions: Key terms used throughout the agreement including 'Business', 'Assets', 'Completion Date', 'Purchase Price'
4. Sale and Purchase: Core terms of the transaction including the assets being sold and purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration and payment terms
6. Completion: Timing and mechanics of closing the transaction
7. Seller's Warranties: Standard warranties regarding ownership, authority, and business condition
8. Buyer's Warranties: Warranties regarding authority and ability to complete purchase
1. Employee Matters: Terms regarding transfer of employees - include when employees will transfer with the business
2. Property Lease: Terms regarding assignment or new lease of premises - include when premises lease is part of transaction
3. Non-Compete: Restrictions on seller's future business activities - include when buyer requires protection against competition
4. Intellectual Property: Transfer of trademarks, recipes, and other IP - include when significant IP assets are involved
1. Schedule 1: Assets List: Detailed inventory of all physical assets included in sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Contracts and Licenses: List of contracts and licenses to be transferred
4. Schedule 4: Employee Information: Details of employees, terms and benefits
5. Schedule 5: Property Information: Details of premises and lease terms
6. Schedule 6: Warranties: Detailed warranties given by seller
Relevant legal definitions
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