When creating a sale contract for selling a business in Taiwan, it’s important to include specific details based on the type of company being sold. Here are some important points to consider for different types of businesses:
1. General Points:
a. Identification of the parties involved, including their legal names, addresses, and contact details.
b. Detailed description of the business being sold, including its name, type, and registration details.
c. Purchase price and payment terms, such as the payment schedule, method of payment, and any conditions or contingencies.
d. Timeline and key milestones for the completion of the sale.
e. Representations and warranties, where the seller guarantees the accuracy of certain information and assures the buyer about the business’s condition and legality.
f. Confidentiality provisions to protect sensitive information disclosed during the transaction.
g. Dispute resolution mechanism, such as arbitration or mediation, in case of any disagreements.
2. Restaurant:
a. Inventory and equipment: List all restaurant equipment, furniture, fixtures, and inventory included in the sale, along with their respective conditions.
b. Licenses and permits: Ensure that all necessary licenses, permits, and approvals required for operating the restaurant are transferred to the buyer.
c. Employees: Specify whether employees will be retained or terminated, and address any obligations related to employee contracts, benefits, and liabilities.
d. Lease agreement: Address the transfer or termination of the lease agreement for the restaurant premises, along with any security deposits or obligations.
3. Retail Store:
a. Inventory and stock: Provide a detailed inventory list, including the quantity, condition, and value of all stock and products being sold.
b. Lease agreement: Address the transfer or termination of the lease agreement for the retail store premises, along with any security deposits or obligations.
c. Intellectual property: Specify if any trademarks, trade names, or branding assets are part of the sale, including their transfer and usage rights.
d. Customer information: Determine how customer data, if any, will be handled and transferred.
4. Software Company:
a. Intellectual property rights: Clearly define the ownership and transfer of any software, source code, patents, copyrights, trademarks, or other intellectual property assets owned by the company.
b. Licensing agreements: Address any existing licensing agreements related to the software or technology being sold, including the transfer of such agreements to the buyer.
c. Technical documentation: Include provisions for the transfer of technical documentation, software specifications, and user manuals to ensure smooth continuity of operations.
d. Non-compete and non-solicitation clauses: Consider including restrictions on the seller’s ability to compete with the buyer or solicit clients or employees after the sale.
Remember that it’s crucial to consult with a qualified attorney or legal professional who is familiar with Taiwan’s laws and regulations to ensure that the sale contract meets all local requirements and safeguards your interests.