This Sale of Business is for use where a company is selling a Services business which does not involve the manufacture and/or distribution of goods. If your company is selling a business which includes manufacturing and distribution or is solely a distributor, see our separate templates.

Use this Sale of Business when:

• your company intends to transfer or surrender the lease of the premises where the business is currently being conducted; and


• the company is selling the business as a going concern.


• the transaction is purchasing the actually 'Business' from the Seller Company, and is not purchasing all the shares in the Seller Company

LAWLIVE recommends: This is a lengthy document which involves the creation of complex legal rights and obligations and may give rise to various taxation and liability consequences. The best way to use this document is to complete it, print it out, print out all of the checklists that apply to it and all other LawLive information that relates to this type of document. When you have done this, LawLive recommends you read it carefully and instruct lawyers to assist you in the finalisation of the document and that you take tax advice from your accountant or tax adviser as to any income tax, capital gains or GST consequences.

This Sale of Business includes the following provisions:

1. Definitions and Interpretations;
2. Sale And Purchase of the Business;
3. Purchase Price, Deposit And Other Payments;
4. After Exchange And Before Completion;
5. On Completion;
6. Excluded Assets;
7. Purchase Orders;
8. Warranties And Indemnities;
9. After Completion;
10. Customers' Goods, Unfulfilled Orders And Advance Payments;
11. Transferring Employees;
12. Covenants As To No Competition And Confidential Information After Completion;
13. No Representations;
14. Termination And Specific Performance;
15. Public Policy;
16. The Premises;
17. Denial of Merger of Warranties;
18. Notices;
19. Confidential Information;
20. Insurance Policies;
21. Assignment;
22. Counterparts;
23. Stamp Duty, Taxes And Costs;
24. GST;
25. Legal Advice;
26. Joint Statement;
27. Governing Law.

This Sale of Business attaches the following Schedules:

SCHEDULE ONE: General.
SCHEDULE TWO: Included & Excluded Assets.
SCHEDULE THREE: Employees.
SCHEDULE FOUR: Products.
SCHEDULE FIVE: Motor Vehicles.
SCHEDULE SIX: Guarantees.
SCHEDULE SEVEN: Leased Assets.
SCHEDULE EIGHT: List of Customers.
SCHEDULE NINE: Plant & Equipment.
SCHEDULE TEN: Supplier Contracts.
SCHEDULE ELEVEN: Customer Contracts.
SCHEDULE TWELVE: Warranties.
NOTES to Agreement for Sale of Business
NOTES to Sale of Business or Sale of Shares Generally