This Deed of Covenant and Guarantee should be used where you are the Buyer of a business and the Seller/s will after completion have outstanding obligations under the Warranties given by the Seller/s in the Sale of Business Agreement. This Deed of Covenant and Guarantee assumes that the Directors of the Seller/s have agreed to guarantee to you the Buyer the obligations of the Seller/s under those Warranties. The Sale of Business Agreement itself may also contain undertakings not to compete or solicit employers or contractors but similar undertakings should be given by Directors of the Seller/s.

This Deed of Covenant and Guarantee contains undertakings by the Directors that they will not compete or solicit employees, contractors, suppliers or customers from you as Buyer. In addition, they will not disparage the business or you as the new owner of the business and will not use any information which is confidential or is a trade secret of the business.

This Deed of Covenant and Guarantee assumes multiple Buyers, multiple directors and multiple Sellers. It will need to be adapted if there is a single Seller, single Buyer or a single Buyer with a sole director.

LAWLIVE recommends: this is a complex 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 and print out all other LAWLIVE™ information that relates to this type of document. When you have done this, LawLive recommends you 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 Deed of Covenant and Guarantee includes the following provisions:

1. Definitions And Interpretation;
2. Covenant To Meet Sellers' Obligations;
3. Guarantee And Indemnity by Directors;
4. Assets And Liabilities Statements;
5. Demand On Directors;
6. Guarantee Not Affected By Various Matters;
7. Directors' Warranties And Declarations;
8. Trust Provisions;
9. Demands And Notices;
10. Execution Under Power Of Attorney;
11. Undertaking Not To Compete;
12. Undertaking Not To Solicit;
13. No Disparagement;
14. Confidential Information;
15. Breach Of Undertakings;
16. Signing By the Buyers;
17. Only Written Matters Bind The Buyers;
18. Governing Law;
19. Independent Legal Advice;
20. Joint And Several Liability;
SCHEDULE.