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It defines cooling-off rights, conditions precedent, termination triggers, deposit handling, GST treatment for a going concern, and the apportionment of the purchase price. It also allocates title and risk at completion, requires insurance maintenance until completion, and details record access, assistance, and continuing business obligations prior to completion.",{"@graph":63,"@context":123},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":36,"@type":70,"position":76},"https://docshare.wps.com/template/forms/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/contract-of-sale-of-business-standard-form/169995/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/contract-of-sale-of-business-standard-form/169995.png","ImageObject",442,249,{"name":88,"@type":89},"Caleb Sterling","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/octet-stream","2026-10-23","2026-09-01",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",13,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115,119],{"name":106,"@type":107,"acceptedAnswer":108},"What cooling-off right does the Purchaser have after signing the contract?","Question",{"text":109,"@type":110},"Subject to clause 1.2, the Purchaser may terminate by giving written notice to the Vendor (or the Vendor's agent) within 3 Business Days after signing. If the Purchaser terminates under clause 1.1, payments to the Vendor or Stakeholder must be refunded.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"When does the contract terminate if the Conditions are not satisfied?",{"text":114,"@type":110},"If the Conditions are not satisfied or waived by the Purchaser on or before 5:00 pm, two Business Days prior to the Completion Date (or another agreed written date/time), the contract terminates immediately, except for the Deposit and Confidential Information.",{"name":116,"@type":107,"acceptedAnswer":117},"How is the Deposit handled and what happens to it?",{"text":118,"@type":110},"The Purchaser pays the Deposit to the Stakeholder. Within two Business Days, the Stakeholder invests it in an interest-bearing account. The Deposit and interest are released on Completion, released and forfeited if lawful termination results from Purchaser breach, or released to the Purchaser for lawful termination not due to Purchaser default.",{"name":120,"@type":107,"acceptedAnswer":121},"How is GST applied to the sale of the business?",{"text":122,"@type":110},"The Purchaser warrants it is GST-registered and will remain so. The parties agree the sale constitutes a GST-free supply of a going concern; if it does not, the Purchaser must pay an amount equal to the GST payable plus any general interest charge or penalties imposed.","https://schema.org",{"og:url":78,"og:type":125,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":127,"canonical":78},"index,follow",{"doc_id":129,"site_id":56},169995,1788265721,{"code":4,"msg":5,"data":132},{"doc_id":129,"user_id":133,"nickname":88,"user_avatar":134,"doc_module":9,"category_id":35,"category_name":36,"doc_title":59,"doc_description":61,"doc_content":135,"file_id":136,"file_url":137,"file_type":138,"file_size":139,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":140,"language":141,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":142,"faqs":143,"seo_title":144,"seo_description":61,"update_tm":130,"read_time":145},962084925290,"https://ap-avatar.wpscdn.com/davatar_085a072bc5b1113ac321206ff7593b45","Form 3\nEstate Agents Act 1980\nRegulation 5(b)\nContract of Sale of Business\nStandard form of contract prescribed by the Estate Agents (Contracts) Regulations 2008\nWarning:\nThis is a binding contract\nYou should obtain the advice of a solicitor before you sign\nBy signing this contract, the Purchaser acknowledges that before signing this contract the Purchaser received, where appropriate:\na statement from an auctioneer or estate agent about finance under section 51 of the Estate Agents Act 1980, and\na statement by a Vendor of a small business under section 52 of the Estate Agents Act 1980.\n\u000fExecuted as an agreement\n\u000fClauses\nCooling Off\nSubject to clause 1.2, the Purchaser may terminate this contract by giving written notice to the Vendor (or the Vendor's agent) within 3 Business Days after the day the Purchaser signs the contract.\nThe Purchaser is not entitled to give notice under clause 1.1 where the Purchaser previously signed a similar contract for the purchase of the Business.\nIf the Purchaser terminates this contract under clause 1.1, any payment the Purchaser made to the Vendor or Stakeholder must be refunded.\nSale and Purchase\nIf all Conditions are satisfied, at Completion:\nthe Vendor (as legal and beneficial owner) sells; and\nthe Purchaser buys, free from all Encumbrances (other than those Encumbrances listed in the Particulars), the Business and the Assets.\nConditions\nThe rights and obligations of the parties in this contract have no force or effect until all Conditions are satisfied.\nEach party must:\nimmediately notify the other party of the satisfaction of its Conditions; and\nprovide evidence to establish, to the reasonable satisfaction of the other party, that its Conditions have been satisfied.\nIf the Conditions are not satisfied or waived by the Purchaser on or before:\n5:00 pm, two Business Days prior to the Completion Date; or\nsuch other date and time agreed in writing by the parties,\nthis contract terminates immediately, except with regard to:\nthe Deposit; and\nthe Confidential Information.\nPurchase Price\nThe Purchaser must pay:\non the date specified in the Particulars—the Deposit to the Stakeholder; and\non Completion—the balance of the Purchase Price as directed by the Vendor.\nWithin two Business Days of receipt, the Stakeholder must invest the Deposit in an interest bearing account with its Bank.\nThe Vendor must direct the Stakeholder to cause the Deposit and interest earned on the Deposit to be:\nreleased to the Vendor upon Completion; or\nreleased and forfeited to the Vendor if this contract is lawfully terminated due to the breach of the Purchaser, without prejudice to any other right that the Vendor may have arising from the breach; or\nreleased to the Purchaser if the contract is lawfully terminated other than as a result of a default on the part of the Purchaser.\nUnless otherwise agreed by the Vendor, the Purchaser must pay the Purchase Price by bank cheque.\nThe Purchase Price must be apportioned between the Assets on the basis set out in the Particulars.\nTitle and Risk\nThe Purchaser is only entitled to the income and profits of the Business accrued after Completion.\nPossession of the Assets sold under this contract and risk related to the Assets must be given and taken at Completion.\nUntil Completion, the Vendor must maintain current insurance policies in respect of the Assets covering such risks and for such amounts as would be maintained in accordance with prudent business practice and, if required by the Purchaser, have noted on all relevant insurance policies the interest of the Purchaser in the Assets.\nIf any of the Assets are damaged, destroyed or otherwise affected before Completion to a degree which, in the reasonable opinion of the Purchaser, materially and adversely affects the conduct or profitability of the Business, the Purchaser may immediately terminate this contract by notice in writing to the Vendor.\nIf the Purchaser does not elect to terminate this contract and the Vendor is not adequately in","cbCaipLV4Mdl2Lh1","https://ap.wps.com/l/cbCaipLV4Mdl2Lh1","doc",63062,19,"English","# Contract of Sale of Business\n## Cooling Off\n## Sale and Purchase\n## Conditions\n## Purchase Price\n## Title and Risk\n## Continuation of Business\n## Sale as Going Concern\n## Assistance\n## Access to Records and Copies","[{\"question\":\"What cooling-off right does the Purchaser have after signing the contract?\",\"answer\":\"Subject to clause 1.2, the Purchaser may terminate by giving written notice to the Vendor (or the Vendor's agent) within 3 Business Days after signing. If the Purchaser terminates under clause 1.1, payments to the Vendor or Stakeholder must be refunded.\"},{\"question\":\"When does the contract terminate if the Conditions are not satisfied?\",\"answer\":\"If the Conditions are not satisfied or waived by the Purchaser on or before 5:00 pm, two Business Days prior to the Completion Date (or another agreed written date/time), the contract terminates immediately, except for the Deposit and Confidential Information.\"},{\"question\":\"How is the Deposit handled and what happens to it?\",\"answer\":\"The Purchaser pays the Deposit to the Stakeholder. Within two Business Days, the Stakeholder invests it in an interest-bearing account. The Deposit and interest are released on Completion, released and forfeited if lawful termination results from Purchaser breach, or released to the Purchaser for lawful termination not due to Purchaser default.\"},{\"question\":\"How is GST applied to the sale of the business?\",\"answer\":\"The Purchaser warrants it is GST-registered and will remain so. The parties agree the sale constitutes a GST-free supply of a going concern; if it does not, the Purchaser must pay an amount equal to the GST payable plus any general interest charge or penalties imposed.\"}]","Contract of Sale of Business - Standard Form | DOC",7]