SALE AND PURCHASE OF BUSINESS AGREEMENT

This SALE AND PURCHASE OF BUSINESS AGREEMENT (hereinafter referred to as “the Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE SELLER], having registered office at [INSERT ADDRESS OF THE SELLER] (hereinafter referred as the “SELLER” or “ASSIGNOR” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE PURCHASER], having registered office at [INSERT ADDRESS OF THE PURCHASER] (hereinafter referred as the “PURCHASER” or “ASSIGNEE”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Seller and the Purchaser shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Seller is the owner and operator of a business called [INSERT THE NAME OF THE BUSINESS] and located at [INSERT LOCATION OF BUSINESS] (the “Business”);
2. The Purchaser desires to purchase/acquire the business and assets of the Seller as more fully set forth in Annexure A;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS
   1. “Assets” means the assets as specified in Annexure A;
   2. “Business” means the [INSERT NATURE OF BUSINESS] business being carried on by the Seller under the name of [INSERT NAME OF BUSINESS] which is hereunder being sold to the purchaser;
   3. “Business Day” means any day other than a Saturday, Sunday or any day which is a public holiday in [INSERT THE COUNTRY OF BUSINESS];
   4. “Business Intellectual Property Rights” means:
      1. all Intellectual Property Rights owned, used or held for use by the Seller exclusively or predominantly in, or in connection with, the Business;
      2. (the right for the Purchaser to sue and recover damages and other remedies in respect of the infringement of the Intellectual Property Rights referred to in paragraph (i) above which may occur or have occurred before, on or after the Transfer Date; and
      3. all Domain Names (if any).
   5. “Domain Names” means all internet domain names used or owned by the Seller in connection with the Business;
   6. “Fixed Assets” means all of the fixed plant and machinery, furniture, templates, tooling, implements and equipment wherever situated belonging to the Seller and used or intended for use in connection with the Business;
   7. “Goodwill” means the right to use the Business Name, the Domain Names and the Website, telephone numbers, facsimile numbers and any other contact numbers reasonably required by the Purchaser;
   8. “Intellectual Property Rights” means all copyright, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
   9. “Moveable Assets” means all assets of the Business including the loose plant including moveable plant, machinery and equipment, fixtures and fittings, utensils, templates, tooling, implements, IT system, spare parts used or intended for use in connection with the Business;
   10. “Stock” means the stock-in-trade of the Business.
2. SALE OF BUSINESS AND RELATED ASSETS
   1. The seller agrees to sell and transfer and the Purchaser agrees to buy the following described business, owned by the Seller, including the use of the business name, social media accounts, moveable assets, fixed assets, business intellectual property rights, good-will, computer with custom software, forms, and Seller's rights under or to all contracts and deposits made by the Seller in connection with such business, free and clear of any and all liabilities, debts, mortgages, security; interests or other liens or encumbrances, except as herein stated, all more specifically set forth in Annexure A.
   2. The seller shall also sell and transfer to the purchaser the following: -
      1. All stock inventory at the time of purchase, a detailed list outlining current inventory status will be provided to the purchaser shortly after signing this agreement.
      2. All current customer/clients data, including past and current orders including invoice copies (digital format) that display date of past orders, products ordered, payment method, etc. All pertinent contact information will also be furnished to the purchaser at the time of purchase. Aside from current customer data, Seller will also provide the purchaser with past customers’ information as well.
      3. Complete rights to assumed operating companies and related websites will be provided to the purchaser, at the time of closing. Complete access will be provided to the purchaser to all the domains being hosted so that the right full domain ownership can be transferred to the purchaser. Access to hosting providers will also be provided at the time of closing. Complete access to telephone systems will also be provided at the time of closing.
      4. all intangibles, including without limitation the right to the name and all derivations thereof, the benefit of third party representations, warranties, and guarantees, customer lists, supplier lists, , know-how, correspondence, manuals, sales literature and the like, trade secrets, computer software and programs, and other intellectual property and proprietary rights of any kind, whether or not patentable or registrable;
      5. to the extent assignable, all licenses, permits, franchises, certificates, approvals, and authorizations necessary to own and operate the Assets and to conduct the Business in the same fashion as prior to this transaction;
      6. All logistics agreements (if any).
      7. All other miscellaneous assets, including without limitation logos, invoice /sales order forms, brochures, advertising materials, and similar items.
3. CLOSING
   1. The closing shall take place on [INSERT CLOSING DATE] at [INSERT CLOSING LOCATION], or such other mutually agreeable location. The Purchaser can take over the operations and assets of the business from the closing date.
   2. As soon as is reasonably practicable after the closing Date, the Seller shall:
      1. deliver to the purchaser physical possession of all Assets which are capable of transfer by delivery and which are in the Seller’s possession including all discs, materials, documents and source code in whatever medium that embody the Business Intellectual Property Rights and the IT system; and
      2. deliver to the purchaser the assignments of ownership of the business and its Domain Names (if any) and that of all the intellectual property rights and assets of the business being sold by the seller to the purchaser.
      3. Purchaser shall assume no obligations or liabilities of Seller as of the Closing.
4. CONSIDERATION
   1. The Purchaser agrees to pay the Seller the sum of [INSERT THE CONSIDERATION AMOUNT] towards the purchase of Business, payable via [INSERT MODE OF PAYMENT], on the closing date.
5. SELLER’S LIABILITY
   1. Purchaser shall not assume any of Seller's debts or other liabilities in respect of the business and related assets being sold hereunder to the purchaser. Seller shall pay all debts and other liabilities, whether now known or unknown that are or may become a lien on the assets being bought by Purchaser.
6. CONDITIONS, WARRANTIES AND REPRESENTATION
   1. In addition to anything else in this Agreement, the following are conditions of completing this Agreement in favour of the purchaser;
   2. That the purchaser obtains all the permits and licenses required for it to carry on the business;
   3. That the seller supplies or delivers on closing all the closing documents;
   4. That seller’s board of directors have duly authorised the execution of this Agreement;
   5. The following representations and warranties are made and given by the seller to the purchaser and expressly survive the closing of this agreement. The representations are true as of the date of this agreement and will be true as of the date of the closing when they shall continue as warranties according to their terms. At the option of the purchaser, the representations and warranties may be treated as conditions of closing of this agreement in favour of the purchaser. However, the closing of this agreement shall not operate as a waiver or otherwise result in a merger to deprive the purchaser of the right to sue the vendor for breach of warranty in respect of any matter warranted, whether or not ascertained by the purchaser prior to the closing;
   6. The seller owns and has the right to sell the business and related assets as listed in Annexure A and all other items as mentioned in this agreement.
   7. The assets agreed to be bought and sold hereunder are sold free and clear of all liens, encumbrances and charges;
   8. The equipment, machinery etc. are in good operating condition.
   9. Until the closing date of this agreement, the seller shall not, without the written consent of the purchaser, dispose of or encumber any of the assets or property to be sold hereunder, with the exception of any transactions occurring in the ordinary course of the seller's business. The undertaking and assets agreed to be bought and sold will not be adversely affected in any material aspect in any way, and seller will not do anything before or after closing to prejudice the goodwill;
   10. The seller has made full and fair disclosures in all material aspects of any matter that could reasonably be expected to affect the purchaser’s decision to purchase the undertaking and assets agreed to be bought and sold on the terms set out in this agreement.
   11. The seller will execute such assignments, consents, clearances or assurances after closing, prepared at its own expense, as the purchaser considers necessary or desirable to assure the purchaser of the proper and effective completion of this agreement.
   12. Seller agrees to disclose to the purchaser on the closing date, all trade secrets, customer lists, and technical information held or controlled by seller and relating to the business sold hereunder.
7. COVENANTS OF SELLER
   1. The Seller covenants with the Purchaser as follows:
      1. At the closing, the seller will transfer the business and related assets as mentioned in this agreement and those mentioned in Annexure A, free of all encumbrances, and will contain the usual warranties and affidavit of title.
      2. The business will be conducted up to the date of closing in substantially the same manner as it has been conducted in the past, in accordance with all applicable laws and regulations, and no contracts will be entered into with respect to the business without the prior written consent of the Purchaser.
      3. No judgments, liens, or security interests will be outstanding at the time of the closing against the Seller or against its business or any assets thereof.
      4. Debts and other obligations of the business will continue to be paid in the ordinary operation of the business, including, but not limited to, amounts normally and periodically paid to trade creditors, suppliers, tax authorities for employee withholding, sales tax, and similar items, employee wages and salaries, and transportation charges.
      5. Seller will hold Purchaser free and harmless from bills, claims, demands, indebtedness, liability and taxes and any other claims of any nature incurred or rising out of and by reason of the conduct or operation of the business prior to the date of closing by Seller. Purchaser will hold Seller free and harmless from bills, claims, demands, indebtedness, liability and taxes and any other claims of any nature incurred or arising out of and by reason of the conduct or operation of the business after the date of closing by Purchaser.
      6. The Seller will pay all wages due the employees up to and including the date of transfer of title/closing date.
      7. Seller agrees that all or any commission that is payable to the present employees for the work that have occurred prior to the possession date of business are the responsibility of the seller and he shall pay it to them.
      8. The seller warrants that Seller has absolute ownership on all Intellectual Property rights including but not limited to the website, trademarks, logos, copyright, patents, documents, audio/video files, system files of the website.
      9. Seller will afford Purchaser’s affiliates, employees, auditors, legal counsel, and other authorized representatives all reasonable opportunity and access during normal business hours to inspect, investigate, and audit the Assets, liabilities, contracts, operations, and business of Seller before Closing. Purchaser will conduct this inspection, investigation, and audit in a reasonable manner during regular business hours. Purchaser agrees to hold all information regarding Seller and its business in confidence and not disclose the same except to representatives participating in the Acquisition, including attorneys and accountants, or to potential investors and lenders in relation to financing or raising of funds in connection with such transaction who will agree to the same confidentiality provisions.
      10. These representations and warranties will survive the closing.
      11. Seller will indemnify, defend, and save purchaser harmless from and against any financial loss, legal liability, damage, or expense arising from any breach of the above representations and warranties.
8. COVENANTS OF PURCHASER
   1. The Purchaser covenants with the seller as follows:
      1. The Purchaser agrees that from the date of possession i.e. [INSERT DATE OF POSSESSION], of business assets, Purchaser shall bear expenses of all the utilities, rent, and salaries of the employee.
      2. Purchaser has inspected all the assets that the purchaser is purchasing and has carefully reviewed Seller's representations regarding them. Purchaser is satisfied with the physical condition of the tangible assets and the premises.
      3. These representations and warranties will survive the closing.
9. TITLE AND RISK
   1. The Purchaser is only entitled to the income and profits of the Business accrued after Completion/Closing date.
   2. Possession of the Assets sold under this contract and risk related to the Assets must be given and taken at Completion.
   3. Until Completion, the seller must maintain current insurance policies in respect of the Assets covering such risks and for such amounts as would be maintained in accordance with prudent business practice and, if required by the Purchaser, have noted on all relevant insurance policies the interest of the Purchaser in the Assets.
   4. If any of the Assets are damaged, destroyed or otherwise affected before Completion to a degree which, in the reasonable opinion of the Purchaser, materially and adversely affects the conduct or profitability of the Business, the Purchaser may immediately terminate this contract by notice in writing to the seller.
   5. The Purchaser and its representatives are entitled to full management and control of the Business at and from Completion.
   6. Title to the Assets and the benefit of the Goodwill passes to the Purchaser at Completion.
   7. The risk of loss and damage to the undertaking and assets agreed to be bought and sold remains with the seller until closing.
   8. Seller acknowledges that on the date of signing of this Agreement Purchaser shall become the sole owner of the business and all the Intellectual Property including but not limited to trademark, logos related to business shall be transferred in the name of the Purchaser.
10. CLOSING DOCUMENTS
    1. The seller shall deliver to the purchaser, in registrable form where applicable the following closing documents (the “closing documents”), prepared or obtained at the seller’s expense, on or ‘before closing’:
       1. Duplicate, properly executed bills of sale of the equipment, stock in trade and parts and supplies together with evidence satisfactory to the purchaser that the sale complies with any laws governing the sale in bulk of the stock in trade or of the sale of the any of the other assets pursuant to this agreement;
       2. All registration certificates, records and financial data, including but not limited to any lists of customers and suppliers, relevant to the continuation of the business by the purchaser;
       3. duly executed notice in proper form revoking any registration of the style of the business under any business name registration law;
       4. Such other assignments, consents, clearances or assurances as the purchaser reasonably considers necessary or desirable to assure the purchaser of the proper and effective completion of this agreement.
       5. The Seller shall deliver to the Purchaser a Bill of sale, transferring title to purchaser of all the assets of the Seller as per this agreement and those listed in Annexure A attached hereto.
       6. The Seller shall provide to the Purchaser all the previous payable accounts on the date of closing.
       7. The Purchaser will be solely and exclusively entitled to receive payments from the sale proceeds out of the business assets from the date of closing and seller shall have no rights on the said proceeds.
       8. The Seller shall deliver to the Purchaser duly executed transfers of or consents relating to the Intellectual Property Rights (where applicable) in a form acceptable to the Purchaser;
       9. The Seller shall assign to the Purchaser all its right, title and interest in the Business Contracts and Arrangements and deliver to the Purchaser all required consents to such assignment;
       10. The Seller shall deliver to the Purchaser duly executed documents to enable the Purchaser to apply for and obtain a transfer of all Statutory Licences to enable the Purchaser to lawfully carry on the Business after Completion;
       11. The Seller shall deliver to the Purchaser a list setting out, with respect to each Transferring Employee, their date of commencement of employment, rates of remuneration, leave and other entitlements as at Completion;
       12. The Seller shall deliver to the Purchaser the written consents of the respective owners, lessors or mortgagors to the assignment of the Hire Purchase Agreements, the Equipment Leases and the Premises Leases in a form acceptable to the Purchaser together with the original duly stamped leases or agreements and duly executed assignments or transfers (if necessary);
       13. The Seller shall deliver such other notices, documents, instruments and assignments reasonably requested by the Purchaser prior to Completion, which are required to be executed or registered under any statute or otherwise, to enable the Purchaser to take possession of the Assets or for the future conduct of the Business;
11. TRANSITION AND COVENANT NOT TO COMPETE AND NON-SOLICIT
    1. The Seller represents that for a period of [INSERT INSTRUCTION PERIOD] days after the closing; Seller will acquaint and instruct the Purchaser, subject to Seller's availability, and without financial compensation from the Purchaser, regarding any and all matters pertaining to the business being sold in this Agreement.
    2. Seller, its principals and agents, agree that for [INSERT NON-SOLICITATION PERIOD] years from date of signing of this Agreement, shall not, directly or indirectly, own, manage, operate, join, control, participate in, assist, engage in any way, as employee, partner, officer, director, shareholder, or otherwise, or through any other person, firm or corporation, in any business or activity which is the same as or substantially similar to, or competes with, the Business or a material part of the Business.
    3. The seller, its principal, agents, employees agree that for a period of [INSERT NON-COMPETITION PERIOD] years from the date of signing this agreement, shall not solicit, canvass, induce, or encourage any person or entity who is an employee, contractor or agent of the Purchaser in the conduct of the Business to leave the employment or agency of the Purchaser; or solicit, canvas, approach or accept any approach from any person or entity who was during the year prior to closing date a customer of the Business, with a view to establishing a relationship with (including obtaining the custom of) that person or entity for a business which does or may compete with the Business or a material part of the Business, on its or their own account or for or on behalf of any person or entity.
    4. After the closing, the Purchaser shall send, at its expense, notices to the Seller's clients, vendors, suppliers and any other appropriate persons or entities that it has acquired the Seller's business herein.
    5. The Purchaser will be solely responsible for the operation of the business; and for all billing and collection of the same, after the date of closing.
    6. Nothing herein shall operate to make the Seller, or its principals and agents, an employee or partner of the Purchaser, but at all times they shall remain independent contractors. The foregoing provisions being temporary and adopted merely to effect a transition from the Seller to the Purchaser.
    7. The Seller and Purchaser shall cooperate with each other to make the transition as easy as possible for the clients (customers) of the business.
12. TERMINATION
    1. This Agreement may be terminated by the purchaser if the seller defaults in the performance of any duties and/or obligations or materially breaches any of the terms and conditions of this Agreement and fails to cure such default breach within 15 days after the service of written notice upon it of such default or breach.
13. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
14. WAIVER
    1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
15. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
16. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES].
17. LIABILITY
    1. In no event will either Party be liable for any special, incidental or consequential damages arising from or related to the business, even if advised of the possibility. The current liabilities of SELLER will remain with the SELLER.
18. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. SELLER: [MENTION THE EMAIL ID OR/AND ADDRESS OF SELLER]
       2. PURCHASER: [MENTION THE EMAIL ID OR/AND ADDRESS OF PURCHASER]
19. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
20. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Purchaser

Name: [NAME OF PURCHASER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PURCHASER]

Signed, sealed and delivered on behalf of Seller

Name: [NAME OF SELLER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF SELLER]

Annexure A

[INSERT ASSETS OF THE BUSINESS]