The Restaurant Purchase Agreement is a crucial legal instrument used in Malaysia when transferring ownership of an existing restaurant business. This document is essential for both small independent establishments and larger restaurant operations, ensuring a legally compliant transfer of all business aspects under Malaysian law. It covers the sale of physical assets, transfer of licenses and permits, assignment of leases, employee transitions, and operational rights. The agreement must comply with various Malaysian regulations, including the Food Act 1983, Local Government Act 1976, and business transfer laws. It's particularly important in protecting both parties' interests by clearly defining the scope of the sale, purchase price, payment terms, and post-completion obligations. The document should be customized based on the specific restaurant type, location, and any unique aspects of the business being transferred.
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1. Parties: Identifies and defines the Seller and Buyer with complete legal names and registration details
2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the assets being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including deposit, payment schedule, and payment method
6. Conditions Precedent: Conditions that must be met before completion of the sale
7. Completion: Details of the completion process, timing, and requirements
8. Seller's Representations and Warranties: Seller's guarantees regarding the business, assets, and operations
9. Buyer's Representations and Warranties: Buyer's guarantees regarding legal capacity and funding
10. Assets Transfer: Specific provisions for transfer of physical assets, equipment, and inventory
11. Licenses and Permits: Treatment of existing licenses and permits, and requirements for transfer or new applications
12. Employee Matters: Handling of existing employees and employment contracts
13. Liabilities: Allocation of pre- and post-completion liabilities
14. Restrictive Covenants: Non-compete and non-solicitation provisions
15. Confidentiality: Obligations regarding confidential information
16. Termination: Circumstances under which the agreement can be terminated
17. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property: Required when the restaurant has significant IP assets such as unique branding, recipes, or trade secrets
2. Real Property: Needed when the restaurant premises are owned rather than leased
3. Lease Assignment: Required when there is an existing lease to be transferred to the buyer
4. Training and Handover: Important when the seller agrees to provide operational training or transition support
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Third-Party Consents: Required when specific third-party approvals are needed for the transfer
7. Environmental Matters: Important when there are specific environmental concerns or compliance requirements
8. Supplier Contracts: Needed when there are significant supplier relationships to be transferred
1. Schedule 1: Asset Inventory: Detailed list of all physical assets included in the sale
2. Schedule 2: Equipment List: Specific listing of kitchen and restaurant equipment with conditions
3. Schedule 3: Employee Information: List of employees with roles, tenure, and employment terms
4. Schedule 4: Licenses and Permits: Complete list of current licenses, permits, and certifications
5. Schedule 5: Intellectual Property: Details of trademarks, recipes, and other IP assets
6. Schedule 6: Lease Details: Copy or summary of existing lease terms and conditions
7. Schedule 7: Financial Statements: Recent financial statements and trading history
8. Schedule 8: Supplier Contracts: List of key supplier relationships and contracts
9. Appendix A: Form of Transfer Documents: Ƶ for various transfer documents required at completion
10. Appendix B: Handover Checklist: Detailed checklist for the business handover process
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