Business Transfer Agreement Template

KNOW ALL MEN BY THESE PRESENTS:

This Business Transfer Agreement (“The Agreement”) is made and executed as of this [Document.CreatedDate] (“the Effective Date”) by and among/between:

RECITALS

1. The Transferor is the owner of the duly registered business that is set to be transferred to new ownership under this Agreement.

2. The Transferee is the party who will be receiving the title as the new owner or custody of the duly registered business under this Agreement.

WHEREAS, in consideration of the above recitals, the representations, warranties, covenants, and agreement stated in this Agreement and in good faith and valuable considerations, the receipt and accuracy of which are now acknowledged by both Parties.

WHEREAS, the Transferor is the duly registered and the beneficial owner of the [Transferor.Company], owns a premise and carries out business known as (business name) under (type of industry) industry located at (business address: street name, city, state, postal code, country) established since (business start date).

WHEREAS, the Transferor does hereby transfer, assign the business, and make over unto the Transferee.

WHEREAS, the Transferee is hereby present and accepting the business transfer and assignment.

ASSETS

The Transferor hereby declares all the assets, both tangible and intangible, that are intended for this Agreement.

Transferor's List of Assets

1. (Asset) | (Description) | (Acquisition Date) | (Current Value) | (Current Status)

2. (Asset) | (Description) | (Acquisition Date) | (Current Value) | (Current Status)

3. (Asset) | (Description) | (Acquisition Date) | (Current Value) | (Current Status)

4. (Asset) | (Description) | (Acquisition Date) | (Current Value) | (Current Status)

5. (Asset) | (Description) | (Acquisition Date) | (Current Value) | (Current Status)

LIABILITIES

I do hereby confirm to the following terms and conditions and undertake that:

1. The Transferee acknowledges the liabilities that come along with this Agreement, such as the amounts due and payable to the employees in respect of their employment with the new ownership and new management of the [Transferor.Company] after the successful business transfer shall be borne, discharged, and paid by the Transferee.

2. All other statutory dues and liabilities about the Company and all related accrued accounts after the period of transfer shall be discharged by the Transferee.

3. As the business transfer has successfully concluded, the Transferor explicitly authorizes the Transferee to collect, demand, enforce, recover, and receive the debts, and provide valid and binding receipts and discharges and in respect thereof, and this Agreement will serve as if the Transferee is the absolute owner thereof – to the whole and with the same effect as the Transferor.

4. The Transferor, before the new ownership, should be able to get the Transferee acquainted with all the matters related to the business, especially the current financial standing and its financial goals.

5. The Transferor will be presenting in detail all the liabilities of the business, especially financial liabilities, along with its relevant terms and conditions and all the names of the debtors, creditors, and investors. Those stakeholders have direct involvement with the business finances. The Transferee will be referred to the Head of the Finance Department to further discuss all the business books and other accounting-related matters.

ADMINISTRATION

1. The Transferor is required to submit the list of all employed personnel of the business from the top of the organizational chart, including all the in-house support the business has. The Transferee will be referred to the Head of the Human Resources Department to further discuss all the implementing rules and regulations about the business workforce.

2. The Transferee will be referred to the Administration Office to further discuss all the amenities available as well as its business privileges, should there be any.

RESTRAINT OF TRADE

The Transferee may not directly or indirectly engage, manage, own, be employed by, operate, participate, control, or be connected with the management and operation of another similar type of business anywhere in the United States for a period of 12 months. If the Transferee breach this section, the Transferor should be entitled to an injunction for the prevention of the Transferee violating this section.

CONFIDENTIALITY

The Transferee shall not, without written consent, share any part of information owned and related to the Company, especially those information that is not published publicly or not considered a public record. This information includes but is not limited to client data, company trade secrets, affiliates, third parties, financial status, investor's list, suppliers, and any other relative information that the employees knew and should have known, which are all confidential.

WHEREAS, this Agreement should be signed in counterpart.

NOW, THEREFORE, the Parties of this Agreement, the Transferor and the Transferee, acknowledge their part of this Agreement. The Parties will request a special meeting arrangement to properly document all the details required for the takeover of the Transferee. All necessary documents such as the contracts, constitution and by-laws of the organization, rules and regulations, memorandum, and bulletin exclusive for the use of the Company.

ACKNOWLEDGEMENT

State/Republic of (insert name)

County/City of (insert name)

SUBSCRIBED AND SWORN TO BEFORE ME, a NOTARY PUBLIC from (Country/City), (State/Country), [Document.CreatedDate]; personally appeared bearing the government identification with details provided below, to wit;

(Name ID Type/Number Date/Place of Issuance)

Known to me and known to be the same persons who executed the foregoing instrument consisting of four (4) pages, including the page wherein this acknowledgment is written, and they acknowledged that the same is their own free and voluntary act and deed and that of the corporations represented.

IN WITNESS WHEREOF, I have hereunto set my hand and the notarial seal on the date and in the place herein above written.