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Business Acquisition Agreement
"I need a Business Acquisition Agreement for purchasing a Singapore-based software development company with 50 employees, including specific provisions for IP transfer and employee retention incentives, with completion planned for March 2025."
1. Parties: Identification of buyer and seller entities with full legal names and registration details
2. Background: Context of the transaction and brief description of the business being acquired
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets/shares being transferred
5. Purchase Price: Consideration and payment terms
6. Conditions Precedent: Prerequisites for completion
7. Completion: Closing mechanics and requirements
8. Warranties and Representations: Seller's assurances about the business
9. Indemnities: Protection against specific identified risks
1. Post-Completion Obligations: Ongoing commitments after closing - include when there are continuing obligations post-completion
2. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting goodwill of acquired business
3. Employee Matters: Treatment of employees post-acquisition - include when employees are being transferred
4. Intellectual Property: Special provisions for IP transfers - include when IP assets are significant
1. Asset Schedule: Detailed list of assets being transferred
2. Property Schedule: Details of real estate assets included in sale
3. Warranties Schedule: Detailed warranties given by seller
4. Disclosure Letter: Seller's disclosures against warranties
5. Employee Schedule: List of transferring employees and their terms
6. Material Contracts: Key agreements being transferred
7. Completion Deliverables: Documents required at completion
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