Agreement between the owner or occupier of a house or business premises and an advertiser or its agency granting an exclusive right to erect electric signs or advertisements
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Agreement by Vendor to Act as Agent of the Company Purchasing a Business
Agreement between the vendor and the purchasing business that is purchasing the business within which the vendor works. Setting out the terms of the agreement.
Business Purchase Agreement
A business purchase agreement, also referred to as a business
transfer agreement or an offer of business agreement, is an
agreement entered into between a seller and purchaser for rights to the
business. Therefore, the purchaser is essentially taking over the
company from the seller. The agreement itself incorporates the terms of
the deal, what is both included and excluded in the deal itself, as well as
any discretionary provisions and guarantees.
Importance of a Business Purchase Agreement
In the event that you are interested in purchasing a business, or in the
alternative, if you own a business and wish to sell it to an interested
buyer, this agreement is the most important document that explains in
detail the terms of the deal.
This type of agreement is important in the following scenarios:
• if you wish to sell your business and you need to incorporate the
terms contractually;
• when you wish to purchase or sell a business, the agreement
enables both the seller and purchaser to settle on the terms of the
deal, which will be referenced in the agreement itself. This
incorporates all aspects of the deal itself;
• the agreement sets forth any restrictive clauses, including a
covenant not to compete, non-solicitation, confidentiality, and non-
disclosure clauses. These guarantees are important to reference in
an agreement to ensure that both the seller and purchaser abide
by such restrictions.
For example, before entering into an agreement, a third-party vendor
may need to complete a transaction for the sale of goods/services as
promised between the seller and vendor prior to the seller transferring
the business to the purchaser. If the business exchange takes place
prior to the transaction with the third-party vendor, such terms and
conditions should be put forward in the agreement.
What is Included in a Business Purchase Agreement
Restrictive Clauses
The agreement may incorporate four diverse prohibitive statements or
guarantees, including the following:
• covenant not to compete;
• non-solicitation;
• confidentiality;
• non-disclosure.
Assumed Liabilities
When a purchaser buys a business from the seller, the purchaser takes
on responsibility for the business liabilities, including any outstanding
loans, records payable balances, or funds owed to a current vendor.
The assumed liabilities clause is generally stated in all agreements.
Purchasing agents, also known as buyers, generally work in the
purchasing departments of large companies or governmental entities.
Centralizing many of the organizations buying functions saves money
and creates a fair process to assess proposals from various suppliers
and sales representatives. Selling to a purchasing agent may be
different than to your other clients who do not employ that position.
Dealing with agents, who can be aggressive and difficult to contact,
requires special considerations, especially for smaller companies facing
competition from big businesses.
Request for Proposal
Before a purchasing agent buys from a supplier, a request for proposal
may be distributed to several companies that carry the required item.
The request for proposal (RFP) specifies all documents needed, along
with pricing, for a company to be considered as a vendor.
Each organization may have different requirements, but you will likely
need to submit specifications of the product or service, a time line for
delivery and information about your company. Do not make exaggerated
claims about your item or the ability of your business to supply it on a
large scale. If you have doubts about meeting the requirements, its best
to wait for an RFP that you can fulfil.
Communication
Building relationships is part of the selling process. With most contacts,
sales representatives become acquainted with them on a professional
and personal level. This helps in matching a product with the customers
needs. Even though it may not be a simple task, attempt to contact the
purchasing agent directly. If you are successful in obtaining a phone
number or email address, introduce yourself and ask pertinent questions
about the organization. Inquire about details that may not have been
specified on the RFP.
After you submit your proposal, contact the buyer again to keep updated
on the progress of choosing a vendor and to answer any questions.
Procedures
Submit the necessary paperwork and pricing as directed by the
purchasing department, agent or request for proposal. Reject the notion
that you might win the bid without providing all requested documents. If
you are familiar with an employee outside of the purchasing department,
do not ask that person to intervene on your behalf, as it may not always
work in your favour. Purchasing agents do what is best for their
companies and work independently, though they may confer with other
employees.
Key requirements to be considered when completing the vendor
application form:
• completion of Application Form is required by all vendors seeking
to conduct business. A company profile or BBBEE certificate will
not be accepted as a replacement for the completed Vendor
Application Form;
• all new vendors must hold a valid BBBEE certificate or affidavit of
at least level 4 rating;
• under the Amended Codes of Good Practice, a QSE (Qualifying
Small Enterprise) with majority black owned shareholding and all
EME`s (Exempt Micro Enterprises) are required to produce a
sworn affidavit as proof of their B-BBEE status;
• generic and QSE entities with less than 51% black owns
shareholding have to submit a full verification certificate;
• principal Contractors must fulfil at least seventy percent of an
order. Sub-contracting is only permitted for a maximum of thirty
percent of the same order;
• only fully completed vendor application forms, signed by the
authorized representative of the applicant;
• full signature of the authorized representative of the applicant is
required when alterations are made to the vendor application
form;
• all fields on the vendor application form must be completed by
applicant. Information that is still outstanding will be regarded as
incomplete and vendors will not be considered for registration;
•
• businesses providing information that is found to be intentionally
incorrect or fraudulent will be disqualified;
• applicants who have been previously been declared insolvent and
wish to do business must have been rehabilitated and must
provide the necessary proof thereof;
• fronting can result in a business being blacklisted;
• certified copies of the required documentation must accompany
the fully completed vendor application form.
Vendor Warranties
If you are thinking about selling your business, it is important to consider
the extent and structure of any vendor warranties you give as part of any
sale agreement. Providing warranties about matters that you do not
know about, or that you know are not true, can have serious legal and
financial consequences.
Vendor warranties are promises provided by a vendor to the buyer as
part of a business sale agreement. Essentially, the vendor will be
promising to the buyer that a particular state of facts exists. Vendor
warranties are important for the buyer, as they provide certainty that the
buyer is getting what they pay for. They are also important for the vendor
because comprehensive warranties usually make a business easier to
sell, and at a higher price.
Restraint of Trade
Restraint of trade stops vendors from becoming competitors for a period
of time in a certain geographical area, generally two years and sufficient
distance to keep them out of the precinct, suburb, town, region or
country.
In effect, why agree to purchase a business when the owner can just set
up down the street and keep much of the business that relied on
personal relationships and reputation.
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Agreement for the sale of a business including goodwill
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Agreement for the sale of a general dealer’s business to the trustees of a company to be formed
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1. CONFIDENTIAL INFORMATION.
The Company will provide a copy of the Business Plan to the Recipient within 2 days of the signing of this Agreement. In conjunction with its delivery of the Business Plan, the Company may disclose certain of its confidential and proprietary information (the “Confidential Information”) to the Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans (including the Business Plan), financial information, intellectual property and other information disclosed or submitted, orally, in writing, or by any other media, to the Recipient by the Company. Confidential Information disclosed orally shall be identified as such within (10) days of disclosure. Nothing herein shall require the Company to disclose any of its information.
2. RECIPIENT’S OBLIGATIONS.
(a) Recipient’s Treatment of Confidential Information. The Recipient agrees that the Business Plan and any Confidential Information are considered confidential and proprietary to the Company and the Recipient shall hold the same in confidence, shall not use the Business Plan or Confidential Information other than for the purposes of its business with the Company, and shall disclose it only to those of its officers, directors, or employees who have a specific need to know. The Recipient will not disclose, publish, or otherwise reveal the Business Plan or any of the Confidential Information received from the Company to any other party whatsoever except with the specific prior written authorization of the Company.
(b) Business Plan and Tangible Confidential Information. The Business Plan and any other Confidential Information furnished in tangible form shall not be duplicated by the Recipient except for purposes contemplated by this Agreement. On the request of the Company, the Recipient shall return all copies of the Business Plan and all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Business Plan or Confidential Information, within ten (10) days of such request. At the Recipient’s option, any documents or other media developed by the Recipient containing the Business Plan or any Confidential Information may be destroyed by the Recipient; the Recipient shall provide a written certificate to the Company regarding such destruction within ten (10) days thereafter.
R 0.00 FREE
Citizenship: Business Visa - Temporary residence
Citizenship: Business Visa
The Bill of Rights reserves certain rights for South African citizens,
these include:
• the right to enter and reside in the Republic and the right to
a passport;
• the right to choose a trade, occupation or profession;
• political rights;
• the right to stand for Parliament; legislatures and for
municipal councils.
By acquiring a common South African citizenship, the Constitution
prohibits discrimination in respect of citizenship. All citizens are equally
entitled to the rights, privileges and benefits of citizenship and are
equally subject to the duties and responsibilities attached to citizenship.
This entails that these rights cannot be denied to persons on account of
their being non-citizens.
Temporary Residence Permit for Business
Foreigners who are contemplating investing in the South African
economy by establishing a business in the country or investing in a
South African business with the intent to be employed in the business
must apply for a business visa.
The objectives of allowing foreigners to conduct business in the Republic
include:
• the facilitation and simplification of temporary residence visas and
permanent residence permits;
• the promotion of economic growth by facilitating foreign investment
and attracting exceptionally skilled and qualified foreigners to
South Africa;
• promoting tourism in South Africa.
Therefore, your application for a business visa can be beneficial to both
you and the Republic.
The attached Form BI-1738 as provided for by www.LawyersEzyFind.co.za sets
out the basic information required by the Department of Home Affairs for
the approval or rejection of a business visa application, including:
1. The general prospect of success that the business may have in the
Republic. Naturally, the successful contribution of the business to
the economy will result in a higher chance of approval for your
business visa application.
Accordingly, you are required to state how your business will
successfully generate income and remain in successful operation
for the long term.
2. In order to make a fully informed decision the Department requires
complete disclosure, which includes the details of the proposed
employees who will be working for the business. This information
is required to determine whether there will be more foreigners
coming into the country and whether they have obtained their
temporary long-term visas.
It is important to note that the more jobs you are willing to create
for South African citizens or permanent residency holders will
reflect favourably in your application.
3. The Form makes provision for the capital amount to be invested in
the business. This allows the Department to determine whether or
not you have the necessary funds to facilitate the business and all
the expenses attached thereto. It is important not to withhold proof
of the amount you are prepared to invest in the business, this can
result in rejection of your business visa application.
4. It is good practice to have a business plan when starting any
business, and for the Republic this is a business visa requirement.
Your business plan should be compelling in setting out the steps
for the business to succeed and should include an overview of the
business, details of how you intend to develop the business, who
is going to play a role in this business, a marketing and sales
strategy, and how the financial side of the business will be
managed.
5. The Form requires information about the type of business that you
wish to set up, these include: sole proprietorship, partnership
private company, public company, personal liability company, state
owned company, non-profit company, and foreign and external
company.
You are required to disclose the right business structure in the
Form.
In addition to the completed Form, the following documents must be
submitted for your business visa application:
1. a certificate issued by a Chartered Accountant or a Professional
Accountant registered with the South African Institute of
Professional Accountants to the effect that you have at
least R5 000 000 available in cash, or at least R5 000 000 in cash
and capital to be invested in the Republic.
The above amount can be waived if you are applying for one of the
following categories of business:
a) agro-processing;
b) business
process outsourcing and IT enabled services;
c) capital/transport
equipment, metals and electrical machinery and apparatus;
d)
electro technical;
e) textile, clothing and leather;
f) boatbuilding;
g)
pulp, paper and furniture;
h) automotives and components;
i) green
economy industries;
j) renewable energy;
k) advanced
manufacturing;
l) tourism infrastructure;
m) chemicals, plastic
fabrication and pharmaceuticals;
n) creative and design industry;
o) oil and gas
p) Information and Communications Technology;
2. a recommendation from the Department of Trade and Industry
regarding the feasibility of the business and the contribution of the
business to the national interest of the Republic;
3. an undertaking that at least 60% of the total staff compliment to be
employed in the operations of the business shall be South African
citizens or permanent residents employed permanently in various
positions;
4. an undertaking to register with the-
• South African Revenue Service;
• Unemployment Insurance Fund;
• Compensation Fund for Occupational Injuries and Diseases;
• Companies and Intellectual Properties Commission (CIPC);
where legally required;
• Relevant professional body, board or council recognised by SAQA
in terms of section 13(1)(i) of the National Qualifications
Framework Act, where applicable.
The holder of a business visa is entitled to study part-time, without the
need to apply for permission from the Department of Home Affairs in the
form of an application for change of conditions to an existing business
visa.
Prior to applying for a business visa you should take into account the
sectors which have been identified as Undesirable Businesses, these
include:
• Businesses that import second hand motor vehicles into the
Republic for purposes of exporting to other markets outside of the
Republic;
• The exotic entertainment industry;
• The security industry.
You will not be granted a business visa if your business falls within the
remit of one of the above sectors.
The compilation of the business visa application involves not only the
requirements from Home Affairs but also the supporting documentation
such as the company registration paperwork, this can result in a time
consuming process. Compilation can therefore take approximately
4–12 weeks. Consequently, it is crucial to complete the Form fully and
accurately, and to provide all the additional documents mentioned
above.
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Individual clauses to cater for variations to the basic sale of business agreement, ie to be inserted in the agreement as desired. (Comm 2-43)
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Retirement of partner from partnership; remaining partners to continue partnership business containing all the necessary clauses.
R 0.00 FREE
Sale of business agreement containing all the necessary clauses.
R 0.00 FREE
Agreement Transfer of insurance business to a new company
R 0.00 FREE