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The Deposit Agreement For Business Purchase is a crucial preliminary document used in business acquisition transactions in the Philippines. It is typically employed when a potential buyer has identified a target business and wishes to secure their interest by making a deposit while conducting due diligence or finalizing transaction details. This document protects both parties' interests by clearly defining the deposit terms, conditions for refund or forfeiture, and the relationship between the deposit and the final purchase price. It must comply with Philippine legal requirements, including the Civil Code, Corporation Code, and relevant tax regulations. The agreement serves as a bridge between initial negotiations and the final purchase agreement, often including exclusivity provisions to give the buyer protected time to evaluate the business.

1. Parties: Identification of the seller and purchaser, including complete legal names, addresses, and registration details

2. Background: Context of the transaction, brief description of the business being purchased, and purpose of the deposit agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Deposit Amount and Payment: Specification of the deposit amount, payment method, and timing

5. Purpose of Deposit: Clear statement that the deposit is for the intended purchase of the business and its relationship to the total purchase price

6. Duration and Exclusivity: Period during which the deposit agreement remains valid and any exclusivity arrangements

7. Due Diligence: Rights and obligations regarding the buyer's investigation of the business during the deposit period

8. Conditions for Refund: Circumstances under which the deposit will be refunded

9. Conditions for Forfeiture: Circumstances under which the deposit may be forfeited

10. Application to Purchase Price: How the deposit will be applied to the final purchase price upon completion

11. Governing Law and Jurisdiction: Specification that Philippine law governs and designation of jurisdiction for disputes

12. Execution: Signature blocks and execution requirements