Sales and Purchase Agreement (SPA)

For businesses: assets included, liabilities assumed, intellectual property, etc.

• Total amount to be paid.
• Payment structure: lump sum, instalments, or escrow.

• Deadlines and methods (bank transfer, cheque, etc.).
• Deposits or down payments, if any.
• Conditions for release of escrow payments (if used).

• The date when ownership officially transfers from seller to buyer.

• Assurances from both parties about their legal right to enter the agreement, the condition of the asset, absence of undisclosed liabilities, etc.

• Commitments to take or refrain from certain actions before/after the sale (e.g., non-compete clauses, transitional support).

• Specific conditions that must be met before the transaction is finalised (e.g., regulatory approvals, due diligence).

• Agreement on how damages, losses, or liabilities will be handled if either party breaches the contract or misrepresents something.

• Conditions under which the agreement can be terminated, and the consequences of termination.

• Governing law and jurisdiction.
• Mediation or arbitration clauses, if preferred.

• Both parties must sign and date the agreement.