Business Sale Agreement Template (Australia)

1.1 The Business: The Vendor sells and the Purchaser buys the Business carried on under the name "The Bondi Beach Cafe" from the premises at Shop 4, 88 Campbell Parade, Bondi Beach NSW 2026, together with the assets specified in clause 4 of this Agreement.

1.2 Business Description: A specialty coffee and brunch café operating 7 days per week, established in 2018, with annual turnover of approximately AUD 1.8 million. The business has 8 full-time and 14 casual employees, a long-standing landlord relationship (current lease expires 31 December 2031), and a loyal local and tourist customer base.

1.3 Title: The Vendor warrants that, on Completion, the Vendor will have good title to the Business and all the assets being sold under this Agreement, free of all charges, encumbrances, and third-party interests, except as expressly disclosed in writing to the Purchaser before signing.

2.1 Total Purchase Price: The total purchase price for the Business and the assets is 850,000.00 AUD.

2.2 Deposit: A deposit of 85,000.00 AUD is payable by the Purchaser on or before 20 June 2026, to be held by the Vendor's solicitor or licensed real estate agent in trust until Completion. On Completion, the deposit is applied against the Purchase Price.

2.3 Balance on Completion: The balance of the Purchase Price (after credit for the deposit) is payable by the Purchaser in cleared funds on the Completion Date in exchange for delivery of the assets.

3.1 Going Concern Declaration: The parties agree in writing that this supply is the supply of a going concern for the purposes of section 38-325 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) ("the GST Act"). This Agreement is and constitutes the written agreement required by s. 38-325(1)(c) of the GST Act.

3.2 Going Concern Requirements: The Vendor warrants that, in accordance with s. 38-325 of the GST Act: (a) the supply is for consideration; (b) the Vendor will carry on the enterprise until the day of Completion; and (c) the Vendor will supply to the Purchaser all of the things necessary for the continued operation of the enterprise (including the assets in clause 4, the customer base, and continuity of trading).

3.3 Purchaser GST Registration: The Purchaser warrants that, on the day of Completion, the Purchaser is registered (or required to be registered) for GST.

3.4 Consequence of Going Concern Status: If the requirements of s. 38-325 are satisfied, the supply is GST-free, and no GST is payable on the Purchase Price.

3.5 Indemnity if Going Concern Fails: If the Australian Taxation Office subsequently determines that the going concern requirements were not satisfied, the Purchaser indemnifies the Vendor for any GST, penalties, and interest payable by the Vendor as a result, except where the failure is due to the Vendor ceasing to operate the Business before Completion contrary to clause 6.

4.1 Included Assets: The sale includes the following:

(a) all plant, equipment, fixtures, fittings, and chattels used in the Business, as set out in the Asset Schedule annexed to this Agreement; (b) all stock-in-trade, inventory, and consumables held in the Business at Completion, valued at Vendor's actual cost; (c) the goodwill of the Business, including the business name "The Bondi Beach Cafe", the customer database, and ongoing business relationships; (d) all intellectual property used in the Business, including registered and unregistered trademarks, registered designs, copyright works, domain names, social media accounts, and confidential know-how; (e) the benefit of all current customer and supplier contracts, subject to obtaining any required consents to assignment; (f) employee records (subject to the Privacy Act 1988 (Cth)) and the transition of employees on terms no less favourable, in accordance with the Fair Work Act 2009 (Cth); (g) all transferable business licences, permits, and registrations, including any food, liquor, or industry-specific licences (subject to State or local-government consent where required).

4.2 Excluded Assets: The following assets are excluded from the sale and remain the property of the Vendor: The Vendor's personal vehicle (Toyota Prado, registration BT-04-XYZ); the Vendor's personal artwork hung in the office; one set of professional barista training equipment used by the Vendor for external consulting work.

5.1 Completion Date: Completion will occur on 15 July 2026 at The offices of Mitchell and Carter Solicitors, Level 8, 50 Bridge Street, Sydney NSW 2000, or such other date and place as the parties agree in writing. Exchange of contracts occurred on 14 June 2026.

5.2 Vendor's Obligations: On Completion, the Vendor will: (a) deliver vacant possession of the Business premises (or assign the lease); (b) deliver all assets in clause 4 in good working order; (c) execute all transfers, deeds of assignment, and consents required to transfer title; (d) deliver all business records, customer lists, and supplier contact details; and (e) provide a final stock and asset inventory.

5.3 Purchaser's Obligations: On Completion, the Purchaser will: (a) pay the balance of the Purchase Price in cleared funds; (b) execute all documents required to assume the Business; (c) provide evidence of Purchaser's GST registration (if going concern); and (d) take possession of the assets in their condition at Completion.

5.4 Risk: Risk in the assets passes to the Purchaser at Completion.

6.1 Vendor's Obligation to Trade Normally: From the date of this Agreement to Completion, the Vendor will continue to carry on the Business in the ordinary and usual course, will not enter into any material new contracts outside ordinary course, will not dispose of or encumber any material assets, will maintain stock and inventory at customary levels, and will preserve goodwill and customer relationships.

6.2 Going Concern Risk: The parties acknowledge that, under section 38-325 of the GST Act, the Vendor must continue to carry on the enterprise until the day of Completion. Any voluntary cessation of trading by the Vendor before Completion may invalidate the going concern exemption and trigger a GST liability of 10% of the Purchase Price.

7.1 Due Diligence Period: The Purchaser has 21 days from the date of this Agreement to conduct due diligence on the Business. During the due diligence period, the Vendor will provide reasonable access to: inspection of the audited financial statements for FY2024 and FY2025, BAS lodgements for the last 8 quarters, full customer database (subject to Privacy Act 1988 (Cth)), supplier contracts (in particular the coffee bean supply agreement with Coastal Bean Roasters), employee records including all current employment contracts, the premises lease and any landlord correspondence, all registered trademarks and the Instagram account analytics, NSW Liquor and Gaming licence, NSW Food Authority compliance records, and the Vendor's Insurance Policy schedule.

7.2 Confidentiality: All information disclosed during due diligence is confidential, will only be used for the purpose of evaluating the acquisition, and will be returned or destroyed if the transaction does not proceed.

7.3 Termination Right: If the Purchaser identifies a material adverse fact not previously disclosed during the due diligence period, the Purchaser may terminate this Agreement by written notice and recover the deposit in full (less the Vendor's reasonable costs).

The Vendor warrants to the Purchaser, as at signing and Completion, that:

(a) Title: the Vendor has good title to all assets being sold, free of all charges and encumbrances except those disclosed;

(b) Financial Statements: the financial statements provided to the Purchaser are true and accurate in all material respects and present a true and fair view of the Business as at the dates stated;

(c) Material Contracts: all material customer and supplier contracts are in force, no party has given notice of termination, and no material defaults exist;

(d) Intellectual Property: the Vendor owns or has the right to use all intellectual property used in the Business and there are no infringement claims or threatened claims;

(e) Employees: all employees are paid in accordance with the relevant Modern Award or Enterprise Agreement, superannuation contributions are up to date (12% from 1 July 2025), and no employment-related claims are threatened or current;

(f) Tax: all tax returns and GST/BAS lodgements are up to date; all tax payable has been paid; no tax audits are current or threatened;

(g) Litigation: no claims, threats, or proceedings are current or threatened against the Vendor or the Business;

(h) Compliance: the Business operates in compliance with all applicable laws, including the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth), the Privacy Act 1988 (Cth), and all State and local-government licensing requirements.

Warranty Period: The Vendor warranties continue for 18 months from Completion. Any claim must be notified to the Vendor in writing within the warranty period.

9.1 Restraint: The Vendor agrees that, for a period of 24 months from Completion, the Vendor will not, within a radius of 5 kilometres from the Business premises:

(a) carry on, be employed in, or be financially interested in any business that competes with the Business;

(b) solicit any customer, supplier, or employee of the Business;

(c) use the business name "The Bondi Beach Cafe" or any name confusingly similar.

9.2 Cascading Restraint: If a court or tribunal holds any restraint period or radius to be unreasonable, the restraint is to be read down to the next-lower period/radius set out below, in accordance with the cascading restraint approach upheld in Wright v Gasweld Pty Ltd (1991) 22 NSWLR 317.

9.3 Carve-Outs: The Vendor may continue to provide barista training and consulting services to other cafés outside the 5km radius. The Vendor may invest passively (up to 5% shareholding) in any publicly listed hospitality company.

9.4 Acknowledgement: The Vendor acknowledges that this restraint is reasonable to protect the goodwill purchased by the Purchaser and that it forms part of the consideration for the Purchase Price.

10.1 Transition Period: For a period of 6 weeks from Completion, the Vendor will provide transition and handover services to the Purchaser, including:

(a) introduction to key customers, suppliers, and contractors;

(b) handover of operational procedures, systems, and processes;

(c) availability for telephone and email queries during business hours;

(d) joint attendance at any inspections, audits, or customer meetings as reasonably requested.

10.2 Compensation: The transition services are provided on a no-fee basis as part of the Purchase Price, except that any post-Completion attendance exceeding 8 hours per week will be paid at the rate of AUD 200 per hour.

11.1 Governing Law: This Agreement is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the Supreme Court of New South Wales.

11.2 ACL Compliance: Nothing in this Agreement excludes, restricts, or modifies the application of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth), or any consumer guarantees that may apply to the supply of goods or services under this Agreement.

11.3 Counterparts: This Agreement may be executed in counterparts. Electronic signature is permitted under the Electronic Transactions Act 1999 (Cth) and equivalent State legislation.

11.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the sale of the Business and supersedes all prior negotiations, representations, and agreements.

11.5 No Modification: This Agreement may only be modified by written agreement signed by both parties.