SALE OF NIGHT NANNIES (ESSEX)
THIS SALE OF A BUSINESS AGREEMENT is entered into on this [insert date]
BETWEEN
1. SUMAYYAH CHOUDHRY whose address is at [insert address], Essex ("Buyer")
2. SITAL PATEL whose principal place of business is at [insert the address of the
business] ("Seller")
RECITALS
WHEREAS, the Parties wish to set out in this Agreement the general terms and
conditions of a proposed acquisition of the business NIGHT NANNIES (the “Business”
“The Target”), from the Seller/owner of the Business by the Seller (collectively, the
“Parties”). The day-to-day activities of the business is [insert the day-to-day activities of
the business being acquired]; and
WHEREAS, the parties recognise that the various arrangements will need careful
review but each will endeavour, in good faith, to agree the detailed terms of the
acquisition, on the basis of the principles set out in this Memorandum, and to take all
necessary other actions in order successfully to complete the Proposed Transaction (as
defined below).
1. THE AGREEMENT
1.1 The Buyer will acquire the interest in the Target, including all of the assets,
owned by the Target that are used in, or necessary for the conduct of its
business activities as per the terms of this agreement.
2. PURCHASE PRICE AND PAYMENT TERMS
2.1 The total consideration to be paid by the Buyer for the Business is 10,000.00
GBP. This amount shall be paid in accordance with the following schedule: (the
“Purchase Price”),
2.2 The following are to be paid:
2.2.1 The business shall continue running and 50% of the earnings from the
business shall be split between the parties from all earnings of the business
until the £10000 is paid off.
2.2.2 The parties agree that in the unlikely event that the business isn’t
successful, the parties agree that the business will be sold and the Buyer
shall pay the remainder of the £10000.
3. TRANSITION PERIOD
3.1 During the period following the execution of this Agreement between the Parties,
the Seller shall use all reasonable efforts to cooperate with the Buyer so as
ensure the continued operation of the Business, and the Seller shall coach and
train the buyer until the buyer is fully trained with regards to operations of the
Business.
3.2 All inventory, materials, furniture, employees, reports, invoices, insurance,
building/property, EIN/Tax ID and banking information will be transferred to the
Buyer immediately upon the signing of this agreement.
4. CONFIDENTIALITY AND ANNOUNCEMENTS
4.1 Each of the parties shall keep confidential and not disclose to any other person,
nor use for any purpose except the purposes of the acquisition, any information
obtained from the other party as a result of negotiating, entering into or
implementing the acquisition. This does not apply to information which:
a) is required to be disclosed by operation of law or any stock exchange
regulations or any binding judgment or order, or any requirement of a
competent authority;
b) is reasonably required to be disclosed in confidence to a party’s
professional advisers for use in connection with the acquisition and/or
matters contemplated in this Memorandum of Understanding;
c) is or becomes within the public domain (otherwise than through the
recipient party’s default).
4.2 No public announcement or press release in connection with the subject matter
of this Agreement shall be made or issued by or on behalf of either party without
the prior written approval of the other. This does not apply if the announcement
or press release is required by law, by any stock exchange or by any
governmental authority.
5. NON-COMPETITION CLAUSE
5.1 For a period of 2 year after the closing of this agreement, the Seller may not,
without the Buyer’s prior written consent, engage in any activities that in any way
whatsoever directly or indirectly compete with the Business subject to this
agreement or a company affiliated with it, and the Seller may not establish,
conduct (alone or with others) or cause the conduct of any competing business
or take any interest in or be employed in any way whatsoever by such business,
whether or not for consideration.
6. DISPUTE RESOLUTIONS
6.1 This document is governed by and are to be construed in accordance with the
Essex, United Kingdom applicable therein.
6.2 Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of Essex, United Kingdom (and any court of appeal) and
waives any right to object to an action being brought in those courts, including on
the basis of an inconvenient forum or those courts not having jurisdiction.
7. NOTICES AND SERVICE
7.1 Any notice to be given by one party to the other under, or in connection with, this
Agreement shall be in writing and signed by or on behalf of the party giving it. It
shall be served by sending it by email to the address set out in clause 6.2, or
delivering it by hand, or sending it by prepaid recorded delivery, special delivery
or registered post, to the address set out in clause 6.3 and in each case marked
for the attention of the relevant party (or as otherwise notified from time to time in
accordance with the provisions of this clause 6). Any notice so served by hand,
e-mail, fax or post shall be deemed to have been duly given:
a. in the case of delivery by hand, when delivered;
b. in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at
the time of receipt;
c. in the case of prepaid recorded delivery, special delivery or registered post,
at 10am on the second Business Day following the date of posting provided
that in each case where delivery by hand or by fax occurs after 5pm on a
Business Day or on a day which is not a Business Day, service shall be
deemed to occur at 9am on the next following Business Day. References to
time in this clause are to local time in the country of the addressee.
7.2 A party may notify the other party to this Agreement/ of a change to its name,
relevant addressee, address or fax number for the purposes of this clause 6,
provided that, such notice shall only be effective on:
a. the date specified in the notice as the date on which the change is to take
place; or
b. if no date is specified or the date specified is less than five Business Days
after the date on which notice is given, the date following five Business
Days after notice of any change has been given.
7.3 All notices under or in connection with this Agreement shall be in the English
language or, if in any other language, accompanied by a translation into English.
In the event of any conflict between the English text and the text in any other
language, the English text shall prevail.
7.4 Service of any legal proceedings concerning or arising out of this Agreement
shall be effected by causing the same to be delivered to the party to be served at
its principal place of business as specified in this Agreement, or to such other
address as may from time to time be notified in writing by the party concerned.
8. NO RIGHTS OF THIRD PARTIES
A person who is not a party to this Document shall have no right to enforce any of its
terms.
AS WITNESS this Agreement has been signed by the duly authorised representatives of
the parties the day and year above written.
SIGNED by )
for and on behalf of SUMAYYAH CHOUDHRY )
_________________________
SIGNED by )
for and on behalf of SITAL PATEL )
__________________
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