This is a comprehensive document for the sale of a business/assets. It incorporates all the relevant clauses to allow for a rollover as well as provision for transfer of leases, employees, software and general clauses for the transfer of a business from one entity to another.
Sample
The Vendor has agreed to sell and the Purchaser has agreed to acquire the Assets on the terms and conditions of this Agreement.
In this Agreement, unless inconsistent with the context:
Assets includes, without limitation, the Business, Business Names, Computer Equipment, Confidential Information, Customer Contracts, Domain Names, Goodwill, Software, Patents and Trade Marks.
1 DUE DILIGENCE
1.1 The Vendor must allow the Purchaser to conduct a due diligence search of the Assets and the Business upon execution of this Agreement.
1.2 The Purchaser may terminate this Agreement if it is not satisfied in its absolute discretion with the due diligence search, by written notice within 7 days after the execution of this Agreement.
2 ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
2.1 In consideration of payment of the Purchase Price and on the Completion date The Vendor assigns the Intellectual Property Rights to the Purchaser.
The assignment:
is absolute, worldwide and includes all Intellectual Property Rights in any future editions, modifications, enhancements, new releases, new versions and upgrades; and
includes the right to take action and obtain relief (including to be paid all amounts recovered in any action whether as damages, or following an account of profits or on any other basis) in relation to infringements occurring on or before the date of this Agreement."
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Acquisition of assets agreement - BUS 38
