SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Seller” 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 COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Purchaser” 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” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Seller is engaged in the business of [INSERT BRIEF DESCRIPTION OF THE COMPANY] and agrees to transfer and sell shares to the purchaser.
2. The purchaser wishes to purchase from the seller a certain number of shares from the Company.
3. The Seller and Purchaser mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Business" means the business of the Company;
   2. "Party" or "Parties" means both the Purchaser and the Seller;
   3. “Net Profits or Losses" means the net profits or losses of the seller as determined by generally accepted accounting principles.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. SALE AND PURCHASE OF SHARES
   1. Subject to the Terms and Conditions hereof, the seller has agreed to sell and transfer shares to the Purchaser, at a purchase price of [INSERT AMOUNT OF SHARE] per share on the closing date.
   2. The Purchaser has agreed to purchase [INSERT NUMBER OF SHARES] shares of the Company.
3. PAYMENT AND CLOSING
   1. The Closing of the purchase and sale of shares shall place at [INSERT LOCATION] and on [] or at such other time or place as the seller and Purchaser may mutually agree (such date is hereinafter referred to as the “Closing Date”). On the date of Closing, the Seller shall provide purchaser with the specified number of shares as mentioned in this agreement.
   2. The Seller shall issue certificates representing the shares, with the purchaser’s name, after the payment made by the Purchaser.
   3. Parties shall provide with the receipts or confirmations of the delivery and payment to ensure the transaction is properly executed.
4. REPRESENTATIONS AND WARRANTIES BY THE SELLER
   1. The Seller warrants and represents to the Purchaser as follows:
      1. The Seller has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Agreement. The Seller is duly authorized to enter into this agreement and sell the shares as per the terms and conditions of this agreement.
      2. The Seller is the owner in clear title of the Shares and the Shares are free of any lien, encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title to the Purchaser.
      3. The Seller agrees to provide the financial statements including balance sheet, income statement, and cash flow statement prepared in accordance with the Generally Accepted Accounting Principles (GAAP) of the Company to the Purchaser. The Seller agrees to provide the purchaser with reasonable access to its financial records, accounts for the purpose of due diligence.
      4. The Seller is not bound by any agreement that would prevent any transactions connected with this Agreement.
      5. There is no legal action or suit pending against any party, to the knowledge of the Seller that would materially affect this Agreement.
      6. The Seller is in compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances governing its business, The Seller represents that it holds all necessary permits, licenses, and approvals required for its operations, and these permits and licenses are in full force and effect. The Seller will promptly notify the Purchaser if any such permits or licenses are revoked or expire.
      7. The Seller represents ownership or valid licenses for its intellectual property and that its operations do not infringe on the intellectual property rights of others.
      8. The Seller represents that there has been no material adverse change in its business, operations, or financial condition since a specified date.
5. REPRESENTATIONS AND WARRANTIES BY THE PURCHASER
   1. The Purchaser hereby represents and warrants to Purchaser as of the date of this Agreement as set forth below,
      1. The Purchaser represents and warrants that it is duly organized and has the legal authority to enter into this agreement. The execution, delivery and performance of this agreement by the Purchaser do not conflict with or violate any law, regulation, order or contractual obligation to which the purchaser is subject.
      2. The Purchaser represents and warrants that the Purchaser is acquiring shares from the Purchaser’s own funds and solely for the Investment purpose, and not with a view to distribute, resell, or transfer them in violation of applicable securities laws.
      3. The Purchaser has received all the associated information regarding the shares and to evaluate the investment. The Purchaser had the opportunity to ask questions and seek additional information about the Company of the seller.
      4. The Purchaser understands that there are no guarantees or assurances of profits or returns from the investment of shares and involves substantial risk.
      5. The Purchaser is not bound by any agreement that would prevent any transactions connected with this Agreement.
      6. There is no legal action or suit pending against any party, to the knowledge of the Purchaser, that would materially affect this Agreement
6. CONDITIONS TO CLOSING
   1. On the Closing Date, the sale of the Shares shall be legally permitted by all laws and regulations to which Purchaser and the Seller are subject.
   2. The Seller shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the related Agreements except for such as may be properly obtained subsequent to the Closing.
   3. At closing and upon the Purchaser paying the Purchase Price in full to the Seller, the Seller will provide the Purchaser with duly executed forms and documents evidencing transfer of the Shares where required including, but not limited to, bills of sale, assignments, assurances, and consents. The Seller will also cooperate with the Purchaser as needed in order to effect the required registration, recording, and filing with public authorities of the transfer of ownership of the Shares to the Purchaser.
7. DIVIDENDS
   1. Any dividends earned by the Shares and payable before the Closing of this Agreement will belong to the Seller, and any dividends earned by the Shares and payable after the Closing of this Agreement will belong to the Purchaser.
   2. Any rights to vote attached to the Shares will belong to the Seller before the Closing and will belong to the Purchaser after the Closing.
8. CONFIDENTIALITY
   1. The Seller and the Purchaser will keep confidential all information (the "Confidential Information") pertaining to this Agreement including, but not limited to, the terms of this Agreement, the Purchase Price, the Parties to this Agreement, and the subject matter of this Agreement as well as any written or oral information obtained about the respective Parties that is not currently in the public domain. Confidential Information will not include the following:
      1. information generally known in the respective industries of the Purchaser and the Seller;
      2. information that enters the public domain through no fault of the Purchaser or the Seller;
      3. information that is independently created by the Purchaser of the Seller respectively without direct or indirect use of information obtained during the course of negotiations for this Agreement; and
      4. Information that is rightfully obtained by the Purchaser of the Seller from a third party who has the right to transfer or disclose the information.
      5. The Seller and the Purchaser may disclose any Confidential Information relating to this Agreement to any of its employees, agents and advisors where there is a need to know in relation to this Agreement and where the personnel agree to be legally bound by the same confidentiality obligations.
      6. The Parties each agree to indemnify the other against any harm suffered as a result of a breach of the confidentiality obligations contained in this Agreement on the part of their respective employees, agents and/or advisers
      7. The confidentiality obligations in this Agreement will continue to apply after the Completion Date of this Agreement without any limit in time
9. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
10. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Purchaser and Seller.
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
11. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Purchaser: [INSERT EMAIL ID OR/AND ADDRESS]
       2. If to the Seller: [INSERT EMAIL ID OR/AND ADDRESS]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
12. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
13. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNCATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits 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. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
14. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

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: [INSERT NAME OF THE PURCHASER]

Signature:

Date: [INSERT SIGNING DATE OF PURCHASER]

Signed, sealed and delivered on behalf of Seller

Name: [INSERT NAME OF THE SELLER]

Signature: 

Date:[INSERT SIGNING DATE OF SELLER]