Shop Sale Contract template

Shop Sale Contract Template (Sale of a Going Concern) Compliant with the Laws of the Kingdom of Saudi Arabia

On / / AH, corresponding to / / AD, in the city of ........, it was agreed between: Seller: ........................, Commercial Registration No.: ............, National ID/Iqama No.: ............, National Address: ................ Buyer: ........................, National ID/Iqama No.: ............, National Address: ................ Clause One: Subject of the Contract The Seller sells to the Buyer the existing business trading under the name ........................, located at ........................, whose activity is ........................, including:

• The trade name and trademark (if any and owned by the Seller): ........................
• The fixtures, equipment and furniture as per the attached inventory list signed by both parties.
• The stock as at the delivery date, according to a joint stocktake, valued at (............) riyals.
• The right to use the leased premises under the lease, as per Clause Three.
• Items not included in the sale: ........................

Clause Two: Price and Payment The total price is (............) Saudi riyals, (inclusive / exclusive of) value added tax as determined by the regulations for this type of transaction — to be checked with the Zakat, Tax and Customs Authority (ZATCA). A deposit (arboon) of (............) riyals on signing, and the balance on completion of the transfer of the commercial registration and amendment of the lease. Clause Three: The Lease

• The premises are leased under contract No. ............ on the Ejar platform, expiring on / / AH, at a rent of (............) riyals per year.
• The Seller undertakes to obtain the landlord's written consent to the assignment of the lease to the Buyer and to the amendment of its details on the platform within (........) days.
• If consent is not obtained within that period, the Buyer may terminate the contract and recover everything it has paid in full, without compensation payable by either party.

Clause Four: Commercial Registration and Licences Both parties undertake to complete the transfer of the commercial registration, or its cancellation and the issue of a new registration for the Buyer, and to transfer or obtain the municipal licence and any other required licences, within (........) days, with the fees to be borne by ........ Clause Five: Prior Debts and Obligations

• The Seller represents that the business is free of any debt, obligation, attachment or lawsuit up to the delivery date, except as set out in the attached schedule.
• The Seller alone bears every obligation that arose before the delivery date, even if it comes to light afterwards, and shall indemnify the Buyer against any claim made against it on that account.
• The Seller undertakes to pay utility bills and subscriptions up to the delivery date, and the meters shall be read in the handover record.

Clause Six: Employees The status of the business's employees shall be specified: (the Seller terminates their employment and pays their entitlements before delivery / they transfer to the Buyer with their consent, in accordance with the Labour Law and with transfer of services through the competent authorities). The Seller bears their entitlements up to the delivery date. Clause Seven: Non-Competition The Seller undertakes not to carry on a similar activity within ........................ for a period of (........) from the delivery date, and not to solicit the business's customers or employees. Clause Eight: Delivery The business shall be delivered on / / AH under a handover record documenting the stocktake, the meter readings and the handover of keys, documents and the business's digital accounts. Clause Nine: General Provisions

• The contract is governed by the laws of the Kingdom, in particular the Civil Transactions Law; the competent Commercial Court has jurisdiction over any dispute.
• The National Address recorded above is adopted as the chosen domicile for notices.
• Executed in two copies, one held by each party.

Seller: Name: ................ Signature: ................ Date: / / AH Buyer: Name: ................ Signature: ................ Date: / / AH