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Business Sale Agreement

Business Sale Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Free Business Sale Agreement

I need a Free Business Sale Agreement for selling my Dubai-based e-commerce business, including transfer of website, customer database, and warehouse inventory, with completion planned for March 2025 and an earn-out provision based on the next 12 months' performance.

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Document background
The Free Business Sale Agreement is a vital legal instrument used in the United Arab Emirates for transferring ownership of a business from a seller to a buyer. This document is essential when conducting business sales in the UAE, whether in mainland UAE or free zones, and must comply with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law) and other relevant legislation. The agreement covers comprehensive aspects of the business transfer, including asset transfer, employee transitions, liability allocations, and regulatory compliance requirements. It's particularly important in the UAE context due to specific local business ownership rules, commercial licensing requirements, and the need to address both federal and emirate-level regulations. The document serves as a complete record of the transaction terms, protecting both parties' interests while ensuring smooth business transfer in accordance with UAE legal requirements.
Suggested Sections

1. Parties: Identification of the Seller and Buyer with full legal names and addresses

2. Background: Context of the sale, brief description of the business, and purpose of the agreement

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

4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Completion: Timing and mechanics of the completion process

7. Seller's Warranties: Standard warranties regarding business ownership, operations, and disclosed information

8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the purchase

9. Assets: Detailed description of assets included in the sale

10. Liabilities: Treatment of existing liabilities and allocation between parties

11. Employees: Treatment of employees and transfer of employment contracts

12. Handover: Process for physical and operational transfer of the business

13. Confidentiality: Obligations regarding confidential information

14. Post-Completion Obligations: Ongoing obligations after completion

15. Governing Law and Jurisdiction: Specification of UAE law and relevant courts

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller might compete

2. Intellectual Property: Specific provisions for IP transfer - include when business has significant IP assets

3. Property Lease: Provisions regarding transfer of lease - include when business premises are leased

4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental impacts

5. Tax Covenant: Specific tax-related provisions - include for complex tax situations

6. Earn-out Provisions: Structure for additional payments based on performance - include when price includes performance-based components

7. Third Party Consents: Process for obtaining required consents - include when key contracts require consent for transfer

8. Free Zone Requirements: Specific free zone compliance provisions - include for free zone businesses

Suggested Schedules

1. Schedule 1 - Assets: Detailed inventory of physical assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Contracts: List of business contracts being transferred

4. Schedule 4 - Employees: Details of employees and their employment terms

5. Schedule 5 - Intellectual Property: List of IP rights included in the sale

6. Schedule 6 - Properties: Details of any real estate or lease arrangements

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables and requirements

9. Appendix A - Financial Statements: Recent financial statements of the business

10. Appendix B - Due Diligence Findings: Summary of key due diligence findings and disclosures

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


















































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Relevant Industries

Retail

Manufacturing

Professional Services

Hospitality

Technology

Trading

Construction

Food and Beverage

Healthcare

Education

Real Estate

Logistics

E-commerce

Consulting

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Risk Management

Operations

Business Development

Mergers & Acquisitions

Executive Leadership

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Commercial Director

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Company Secretary

Compliance Officer

Risk Manager

Operations Director

Finance Director

Mergers & Acquisitions Manager

Investment Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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