व्यापार हस्तांतरण समझौता

BUSINESS TRANSFER AGREEMENT This Agreement is executed on [effective_date] between [seller_name] (hereinafter "the Seller") and [buyer_name] (hereinafter "the Buyer"). WHEREAS the Seller carries on the business described below (the "Business") and has agreed to transfer it to the Buyer as a going concern on the terms of this Agreement. BUSINESS DESCRIBED [business_description] 1. CONSIDERATION The total consideration for this transfer is Rs. [consideration]. 2. ASSETS AND LIABILITIES [assets_included] 3. TRANSFER AS GOING CONCERN The Seller shall transfer the Business, including its assets, contracts, and goodwill as described above, to the Buyer as a going concern with effect from the date of this Agreement (the "Transfer Date"). 4. IMMOVABLE PROPERTY Any land, building or other immovable property forming part of the Business shall be transferred by a separate instrument, duly stamped and registered under the Registration Act, 1908. This Agreement does not by itself transfer any immovable property. 5. CONTRACTS, LICENCES AND REGISTRATIONS 5.1 Where a contract of the Business cannot be transferred without the consent of the other party to it, the Seller shall use reasonable efforts to obtain that consent. Until it is obtained, the Seller shall, so far as the contract and the law allow, hold the benefit of the contract for the Buyer and perform it at the Buyer's cost and on the Buyer's instructions. 5.2 Licences, registrations and permits that cannot lawfully be transferred shall be applied for by the Buyer in its own name. The Seller shall give the Buyer reasonable assistance for this purpose. 6. LIABILITIES 6.1 The Buyer takes over only the liabilities listed in clause 2. All other liabilities of the Business relating to the period up to the Transfer Date, including taxes, dues to employees, creditors' claims and statutory penalties, remain the liabilities of the Seller. 6.2 Liabilities arising from the Buyer's conduct of the Business after the Transfer Date are the liabilities of the Buyer. 6.3 Each party shall indemnify the other against any liability that this clause makes its own. 7. EMPLOYEES 7.1 The Buyer shall offer employment from the Transfer Date to the employees listed below, on terms not less favourable than their existing terms and with their past service with the Seller recognised. If none are listed, no employees transfer under this Agreement. Employees: [employees_transferring] 7.2 The Seller shall pay all wages and other dues of its employees for the period up to the Transfer Date. Gratuity, provident fund and other statutory benefits of the transferring employees shall be dealt with in accordance with applicable labour law, including the Code on Social Security, 2020 and the Industrial Relations Code, 2020, and the parties shall record in writing which of them bears each such liability for the period up to the Transfer Date. 8. GOODS AND SERVICES TAX The parties intend this transfer to be a transfer of the Business as a going concern. Its treatment under GST law, including any exemption available for such a transfer and the transfer of any unutilised input tax credit, shall be determined under applicable GST law, and the parties shall co-operate in making any filings required. Any GST held to be payable on the transfer shall be borne by the Buyer in addition to the consideration, unless the parties agree otherwise in writing. 9. SELLER'S NON-COMPETE In consideration of the sale of the goodwill of the Business, the Seller shall refrain from carrying on a business similar to the Business within the local limits stated below, for so long as the Buyer, or any person deriving title to the goodwill from the Buyer, carries on a like business within those limits. If no limits are stated, this clause does not apply. Local limits: [non_compete_limits] 10. WARRANTIES The Seller warrants that the Business is free from undisclosed liabilities and that the Seller has full right and authority to effect this transfer. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. SELLER BUYER [seller_name] [buyer_name] WITNESSES 1. Name: ______________________ Signature: ______________ Address: ______________ 2. Name: ______________________ Signature: ______________ Address: ______________