FORM 3

Estate Agents Act 1980

Regulation 5(b)
CONTRACT OF SALE OF BUSINESS
Standard for of contract !rescr"#ed #$ t%e Estate Agents &Contracts' Reg()at"ons *008
+ARNIN,
T-IS IS A BIN.IN, CONTRACT
/OU S-OUL. OBTAIN T-E A.0ICE OF A SOLICITOR BEFORE /OU SI,N
By signing this contract, the Purchaser acknowledges that before signing this contract the Purchaser received, where appropriate:
a statement from an auctioneer or estate agent about finance under section 5 of the Estate Agents Act 1980! and
a statement by a "endor of a small business under section 5# of the Estate Agents Act 1980$
B(s"ness nae and
descr"!t"on
see dictionary
0endor see dictionary
0endor1s address
(street and postal address,
facsimile and email)
see clause #%
2(rc%aser see dictionary
2(rc%aser1s address
(street and postal address,
facsimile and email)
see clause #%
Co3enantors
(for e&ample, a director(s)
of the "endor or
shareholder(s) of the
"endor)
see dictionary and clause #'
Co3enantors1 address
(street and postal address,
facsimile and email)
see clause #%
2(rc%ase 2r"ce see dictionary and clause (
.e!os"t see dictionary and clauses
($$, ($# and ($)
Ba)ance of 2(rc%ase 2r"ce
(payable on *ompletion)
see clause ($$#
2(rc%ase 2r"ce
a!!ort"onent
(+ssets, ,oodwill etc$)
see clause ($5 and clause #
Sta4e%o)der
(for e&ample, the "endor-s
lawyer or estate agent)
see dictionary and clauses
($, ($# and ($)
Stoc4 0a)(er see dictionary and clause
$(
Ass"stance 2er"od
(insert number of days
before and after
*ompletion)
$$$$$$$$$$$$$$$$$$$$$$$$$$ days before *ompletion and
$$$$$$$$$$$$$$$$$$$$$$$$$$ days after *ompletion$
see dictionary and clause .
Restra"nt Area
(insert the area where the
"endor and *ovenantors
must not compete etc$, with
the Business during the
Restraint Period)
$$$$$$$$$$$$$$$$$$$$$$$$$$ kilometre radius from the Premises see dictionary and clause
#'$
Restra"nt 2er"od
(insert the period during
which the "endor and
*ovenantors must not
compete etc$ with the
Business within the
Restraint +rea)
$$$$$$$$$$$$$$$$$$$$$$$$$$ months after the *ompletion /ate see dictionary and clause
#'$
Cond"t"ons
(for e&ample, sub0ect to
finance)
see dictionary and clauses #
and )
Co!)et"on .ate see dictionary and clause
'$
Locat"on for Co!)et"on see dictionary and clause
'$
E!)o$ees
(insert names of employees
who must be offered
employment by the
Purchaser)
see dictionary and clauses
'$#$., . and clause 1
2re"ses
(insert address)
see dictionary
2re"ses Lease
(insert particulars of lessor,
registration number, e&piry
and options remaining etc$)
see dictionary and clauses
'$#$1, 5, #$) and #2$5
Motor 0e%"c)es
(insert particulars of
registration, make, model
and any 3ncumbrances
being transferred to the
Purchaser etc$)
see dictionary and clauses
'$#$' and %
Leased E5("!ent
(insert particulars of lessor,
make, model, remainder
owing and duration of lease
etc$)
see dictionary and clauses
'$#$#, '$#$1 and (
-"red E5("!ent
(insert particulars of hirer,
make and model, periodic
payments and term etc$)
see dictionary and clauses
'$#$#, '$#$1 and (
Inte))ect(a) 2ro!ert$
R"g%ts
(insert description and
details of
any licences, including term
and ongoing
fees etc$)
see dictionary and clause
'$#$(
B(s"ness Contracts and
Arrangeents
(insert particulars of other
party, key terms and
duration etc$)
see dictionary and clauses
'$#$5 and 2
E6c)(ded Assets
(insert particulars of assets
not being transferred with
Business)
see dictionary and clause
#$'$
E6ec(ted as an agreement
SI,NE. by (or on behalf of) the "endor

4ame:
5itle:
SI,NE. by (or on behalf of) the Purchaser

4ame:
5itle:
SI,NE. by the *ovenantors
(if more than one, all *ovenantors should sign)

17 Coo)"ng Off
$ 6ub0ect to clause $#, the Purchaser may terminate this contract by giving written notice to the "endor (or the "endor-s
agent) within ) Business /ays after the day the Purchaser signs the contract$
$# 5he Purchaser is not entitled to give notice under clause $ where the Purchaser:
$#$ received independent advice from a solicitor before signing the contract! or
$#$# previously signed a similar contract for the purchase of the Business$
$) 7f the Purchaser terminates this contract under clause $, any payment the Purchaser made to the "endor or
6takeholder must be refunded$
*7 Sa)e and 2(rc%ase
7f all *onditions are satisfied, at *ompletion:
#$ the "endor (as legal and beneficial owner) sells! and
#$# the Purchaser buys, free from all 3ncumbrances (other than those 3ncumbrances listed in the Particulars),
the Business and the +ssets$
37 Cond"t"ons
)$ 5he rights and obligations of the parties in this contract have no force or effect until all *onditions are satisfied$
)$# 3ach party must:
)$#$ immediately notify the other party of the satisfaction of its *onditions! and
)$#$# provide evidence to establish, to the reasonable satisfaction of the other party, that its *onditions have been
satisfied$
)$) 7f the *onditions are not satisfied or waived by the Purchaser on or before:
)$)$ 5$'' p$m$, two Business /ays prior to the *ompletion /ate! or
)$)$# such other date and time agreed in writing by the parties,
this contract terminates immediately, e&cept with regard to:
)$)$) the /eposit! and
)$)$( the *onfidential 7nformation$
87 2(rc%ase 2r"ce
($ 5he Purchaser must pay:
($$ on the date specified in the Particulars8the /eposit to the 6takeholder! and
($$# on *ompletion8the balance of the Purchase Price as directed by the "endor$
($# 9ithin two Business /ays of receipt, the 6takeholder must invest the /eposit in an interest bearing account with its
Bank$
($) 5he "endor must direct the 6takeholder to cause the /eposit and interest earned on the /eposit to be:
($)$ released to the "endor upon *ompletion! or
($)$# released and forfeited to the "endor if this contract is lawfully terminated due to the breach of the
Purchaser, without pre0udice to any other right that the "endor may have arising from the breach! or
($)$) released to the Purchaser if the contract is lawfully terminated other than as a result of a default on the part
of the Purchaser$
($( :nless otherwise agreed by the "endor, the Purchaser must pay the Purchase Price by bank che;ue$
($5 5he Purchase Price must be apportioned between the +ssets on the basis set out in the Particulars$
97 T"t)e and R"s4
5$ 5he Purchaser is only entitled to the income and profits of the Business accrued after *ompletion$
5$# Possession of the +ssets sold under this contract and risk related to the +ssets must be given and taken at *ompletion$
5$) :ntil *ompletion, the "endor must maintain current insurance policies in respect of the +ssets covering such risks and
for such amounts as would be maintained in accordance with prudent business practice and, if re;uired by the
Purchaser, have noted on all relevant insurance policies the interest of the Purchaser in the +ssets$
5$( 7f any of the +ssets are damaged, destroyed or otherwise affected before *ompletion to a degree which, in the
reasonable opinion of the Purchaser, materially and adversely affects the conduct or profitability of the Business, the
Purchaser may immediately terminate this contract by notice in writing to the "endor$
5$5 7f the Purchaser does not elect to terminate this contract and the "endor is not ade;uately insured under the contracts
of insurance referred to in clause 5$), an appropriate ad0ustment must be made to the Purchase Price as agreed
between the "endor and the Purchaser or, failing agreement, as determined by an independent third party acting as an
e&pert$ 7f the parties cannot agree on appointment of the third party or their remuneration or both, then either party
may ask the President (or nominee) of the <aw 7nstitute of "ictoria to appoint a suitable independent third party or
determine that person-s remuneration or both$
5$2 5he Purchaser and its representatives are entitled to full management and control of the Business at and from
*ompletion$
5$% 5itle to the +ssets and the benefit of the ,oodwill passes to the Purchaser at *ompletion$
:7 Cont"n(at"on of B(s"ness
Prior to *ompletion the "endor must carry on the Business in the usual and ordinary course and do all things necessary or
desirable to preserve and enhance the ,oodwill and not do anything which may damage the ,oodwill at any time$
;7 Sa)e as ,o"ng Concern
%$ 5he Purchaser warrants that it is registered for ,65 purposes and will remain registered prior to and during
*ompletion$
%$# 5he parties acknowledge and agree that the sale of the +ssets under this contract, together with the supply of anything
else by the "endor to the Purchaser under this contract, constitutes a ,65=free supply of a going concern$
%$) 7f at any time the supply or supplies under this contract do not constitute a supply of a going concern, the Purchaser
must pay to the supplier an amount e;ual to the ,65 payable on the supply together with any general interest charge
or penalties imposed by the *ommissioner of 5a&ation$
87 Ass"stance
5he "endor must do whatever is reasonably necessary to introduce the Purchaser to customers and suppliers connected with
the Business and give the Purchaser reasonable assistance and advice about running the Business during the +ssistance Period$
97 Access to Records and Co!"es
1$ 5he "endor must facilitate and ensure that the Purchaser, its agents, representatives, accountants and solicitors are
authorised and provided with full and free access to the Premises and the Records at all reasonable times before the
*ompletion /ate$
1$# 7n e&ercise of the rights granted under clause 1$, the Purchaser may make copies of material e&amined, consult with
the "endor-s auditor or accountant and, sub0ect to the prior consent of the "endor (which may not be unreasonably
withheld), consult with 3mployees$
1$) :ntil completion, or in the event that the sale and purchase of the Business and +ssets is not completed under this
contract, the Purchaser, its agents, representatives, accountants and solicitors must keep strictly confidential all
information supplied or obtained under clauses 1$ and 1$#$
107 Co!)et"on
'$ *ompletion must take place on the *ompletion /ate at the location specified in the Particulars or such other place as
the parties agree$
'$# +t *ompletion, the "endor must, at its own cost (if any):
'$#$ deliver to the Purchaser releases of all 3ncumbrances affecting the +ssets (other than those 3ncumbrances
being transferred by this contract and specified in the Particulars) from all persons holding those interests!
and
'$#$# deliver to the Purchaser each item of the Plant and 3;uipment, >otor "ehicles, ?ired 3;uipment and
<eased 3;uipment in good working order and condition (fair wear and tear e&cepted)! and
'$#$) deliver to the Purchaser all 6tock! and
'$#$( deliver to the Purchaser duly e&ecuted transfers of or consents relating to the 7ntellectual Property Rights
(where applicable) in a form acceptable to the Purchaser! and
'$#$5 assign to the Purchaser all its right, title and interest in the Business *ontracts and +rrangements and
deliver to the Purchaser all re;uired consents to such assignment! and
'$#$2 deliver to the Purchaser duly e&ecuted documents to enable the Purchaser to apply for and obtain a transfer
of all 6tatutory <icences to enable the Purchaser to lawfully carry on the Business after *ompletion! and
'$#$% deliver to the Purchaser the Records and the *ustomer <ist! and
'$#$. deliver to the Purchaser a list setting out, with respect to each 5ransferring 3mployee, their date of
commencement of employment, rates of remuneration, leave and other entitlements as at *ompletion! and
'$#$1 unless clauses (, 5 or 2 of this contract apply, deliver to the Purchaser the written consents of the
respective owners, lessors or mortgagors to the assignment of the ?ire Purchase +greements, the
3;uipment <eases and the Premises <eases in a form acceptable to the Purchaser together with the original
duly stamped leases or agreements and duly e&ecuted assignments or transfers (if necessary)! and
'$#$' deliver to the Purchaser:
'$#$'$ certificates of registration, duly e&ecuted notices of disposition and roadworthy certificates in
respect of all >otor "ehicles (whether owned or leased) sold or transferred pursuant to this
contract! and
'$#$'$# such other notices, documents, instruments and assignments reasonably re;uested by the
Purchaser prior to *ompletion, which are re;uired to be e&ecuted or registered under any
statute or otherwise, to enable the Purchaser to take possession of the +ssets or for the future
conduct of the Business! and
'$#$'$) any other document or thing reasonably necessary to give full effect to this contract as it relates
to the "endor! and
'$#$ transfer to the control of the Purchaser any deposit money held on trust for customers of the Business$
'$) +t *ompletion, the Purchaser must pay, as directed by the "endor, that part of the Purchase Price referred to in clause
($$# (plus or minus the net amount of ad0ustments re;uired to be made between the parties in accordance with this
contract, including clause #)$
117 Stoc4ta4e
$ @n the day immediately prior to *ompletion and (if necessary) on the *ompletion /ate but prior to *ompletion, the
"endor and the Purchaser must carry out a physical stocktake of the 6tock$
$# 7n carrying out the physical stocktake, the "endor and the Purchaser must classify all items of 6tock as:
$#$ good and saleable! or
$#$# not of merchantable ;uality$
$) 3ach class of 6tock must be valued as follows:
$)$ the good and saleable 6tock must be valued at the last invoiced cost price to the "endor (including ,65) as
determined by the "endor and Purchaser from the Records! and
$)$# 6tock which is not of merchantable ;uality must be valued by agreement between the "endor and the
Purchaser or, failing agreement by *ompletion, be determined in the manner set out in clause $($
$( +ny dispute between the "endor and the Purchaser relating to the physical ;uantity, ;uality, standard, classification,
invoiced cost to the "endor of 6tock, or the value of items of 6tock not of merchantable ;uality, which is not settled
by *ompletion must be determined by the 6tock "aluer$
1*7 Ad<(stents
+ll:
#$ periodical outgoings and e&penses in respect of the Business (for e&ample, rent, insurance, electricity, gas and water
e&penses)! and
#$# any deposits received by the "endor for goods to be supplied by the Business,
must be apportioned as at the *ompletion /ate between the "endor and the Purchaser and the Purchase Price ad0usted
accordingly$
137 Ass(!t"on of .e#t and L"a#")"t"es
)$ 9ith the e&ception of the 3ncumbrances specified in the Particulars (and only to the e&tent specified in the
Particulars), the Purchaser does not assume any debt, liability or obligation of the "endor, whether known or
unknown, fi&ed or contingent$
)$# 9ithout limiting the generality of this clause, the Purchaser has no liability of any kind for, and the "endor must
indemnify the Purchaser against all *laims and <iabilities that arise from or relate to, the conduct of the Business
prior to *ompletion$
187 -"re 2(rc%ase Agreeents and E5("!ent Leases
($ 5he "endor must secure and the Purchaser must take an assignment of the ?ire Purchase +greements and 3;uipment
<eases as at and with effect from the *ompletion /ate$
($# 5he Purchaser must provide to the "endor all information as is reasonably re;uested in order to obtain an assignment
or novation of the ?ire Purchase +greements and 3;uipment <eases$
($) 5he Purchaser must assume, perform and observe the covenants and obligations of the "endor under the ?ire
Purchase +greements and 3;uipment <eases from the *ompletion /ate and indemnifies the "endor against any
*laims or <iabilities arising as a result of any breach of such agreements by the Purchaser after the *ompletion /ate$
($( 5he "endor indemnifies the Purchaser against all *laims or <iabilities arising as a result of any breach of the ?ire
Purchase +greements and 3;uipment <eases by the "endor occurring prior to the *ompletion /ate$
($5 7f the "endor is unable to procure the assignment or novation of a ?ire Purchase +greement or 3;uipment <ease to
the Purchaser prior to the *ompletion /ate, the Purchaser may, at its absolute discretion:
($5$ decline to accept the relevant ?ired 3;uipment or <eased 3;uipment and reduce the Purchase Price
according to the remaining sum owing under the relevant ?ire Purchase +greement or 3;uipment <ease! or
($5$# if the ?ired 3;uipment or <eased 3;uipment is material to the operation of the Business and the Purchaser
has complied with clause ($#, immediately terminate this contract by notice in writing to the "endor$
197 2re"ses Leases
5$ 5he Purchaser must provide to the "endor all information as is reasonably re;uested in order to obtain an assignment
or novation of the Premises <eases$
5$# 7n the event that:
5$#$ a transfer or assignment of one or more of the Premises <eases is not received from the lessors by
*ompletion! or
5$#$# the consent of persons holding a security interest (including a mortgage) over one or more of the Premises
to the transfer or assignment of a Premises <ease is not received from that person by *ompletion,
the Purchaser may, at its absolute discretion:
5$#$) re;uire the "endor to enter into another arrangement acceptable to the Purchaser for the continuation of the
Business by the Purchaser at the relevant Premises! or
5$#$( provided that the Purchaser has complied with clause 5$, immediately terminate this contract by notice in
writing to the "endor$
1:7 B(s"ness Contracts and Arrangeents
2$ 7f the assignment of any of the Business *ontracts and +rrangements re;uires another party-s consent the "endor
must, until *ompletion and at its own cost, use its reasonable endeavours with the co=operation of the Purchaser to
procure the consent of that other party to the assignment of those Business *ontracts and +rrangements from the
*ompletion /ate$
2$# 5he Purchaser must provide to the "endor all information as is reasonably re;uested in order to obtain an assignment
of the Business *ontracts and +rrangements$
2$) 7n respect of each Business *ontract and +rrangement assigned under this contract:
2$)$ the "endor is responsible for complying with all of the obligations under it for the period up to and
including the *ompletion /ate! and
2$)$# the Purchaser is responsible for complying with all of the obligations under it for the period after the
*ompletion /ate! and
2$)$) each party accordingly indemnifies the other against all *laims or <iabilities arising out of or in relation to
the nonpayment, nonobservance or nonperformance of any obligations arising under or arising in respect of
each Business *ontract and +rrangement$
2$( 7f the "endor is unable to procure the assignment of a Business *ontract and +rrangement the Purchaser may, at its
absolute discretion:
2$($ re;uire an appropriate reduction in the Purchase Price, taking account of the e&pected value of the relevant
Business *ontract and +rrangement to the Business after *ompletion! or
2$($# if the Business *ontracts and +rrangements are material to the operation of the Business and the Purchaser
has complied with clause 2$#, immediately terminate this contract by notice in writing to the "endor$
1;7 Motor 0e%"c)es
%$ 5he "endor must bear the cost of any notice of disposal and any roadworthiness certificate re;uired to be obtained
(including the cost of any repair works re;uired to obtain the roadworthiness certificate) in relation to any motor
vehicle (owned or leased) sold or transferred under this contract$
%$# 5he Purchaser must bear the cost of preparing and lodging any notice of ac;uisition or other documents re;uired to be
lodged under the relevant motor vehicle legislation and all stamp and other duties payable with respect to the transfer
of ownership of any motor vehicle under this contract$
187 E!)o$ees and Off"cers
.$ 5he "endor must, at least ( days prior to *ompletion, deliver to the Purchaser all relevant particulars of each
3mployee including the 3mployee-s date of commencement, applicable award, total remuneration (including bonuses
or profit sharing arrangements), rostered days off, superannuation or pension contributions, 9orkcare contributions,
accrued annual leave (including loading) and accrued long service leave entitlements due to the 3mployee as at the
*ompletion /ate$
.$# 5he Purchaser must, at least % days prior to *ompletion, offer to employ each 3mployee specified in the Particulars,
with effect from and conditional on *ompletion, on terms and conditions no less favourable than those on which each
such 3mployee is employed prior to the *ompletion /ate$
.$) 5he Purchaser must advise the "endor which 3mployees have accepted the Purchaser-s offer of employment (the
A5ransferring 3mployeesA)$
.$( 5he "endor must not do anything to discourage any 3mployee from accepting employment with the Purchaser$
.$5 5he "endor must, on and with effect from the close of business on the day prior to the *ompletion /ate, terminate the
employment of all of the 5ransferring 3mployees$
.$2 @n the *ompletion /ate the "endor must pay to each 3mployee who is not a 5ransferring 3mployee, or otherwise
ceases work for the "endor, all amounts due to him or her as at the *ompletion /ate$
.$% @n the *ompletion /ate, the "endor must pay to the 5ransferring 3mployees all amounts owing and due to them as at
the *ompletion /ate in respect of wages, salaries, commissions, bonuses, allowances and other emoluments relating
to services rendered prior to the *ompletion /ate$
.$. +t *ompletion the "endor must allow an ad0ustment in favour of the Purchaser of an amount calculated in accordance
with the formula set out below and the Purchaser must, with effect from the *ompletion /ate, assume responsibility
for the 3mployee 3ntitlements:
A = EE CT
where:
A is the amount of the ad0ustment!
EE is the amount of the 3mployee 3ntitlements as at the *ompletion /ate! and
CT is the income or company ta& rate applicable to the "endor as at the date of this contract$
197 S(!erann(at"on
1$ +t *ompletion, the "endor must produce evidence to satisfy the Purchaser that there are no outstanding
superannuation contributions owing as at the *ompletion /ate in respect of the 5ransferring 3mployees$
1$# 7f the "endor fails to comply with its obligation under clause 1$, an amount e;ual to the aggregate of any
outstanding superannuation contributions owing by the "endor as at the *ompletion /ate in respect of the
5ransferring 3mployees must be deducted from the Purchase Price$
*07 Restra"nt
#'$ 7n consideration of the Purchaser, at the re;uest of the "endor and the *ovenantors, agreeing to enter into this contract
and solely for the protection of the ,oodwill, the "endor and the *ovenantors 0ointly and severally undertake to the
Purchaser that they will not:
#'$$ for the Restraint Period and within the Restraint +rea promote, carry on, assist with, participate in or
otherwise be directly or indirectly concerned (financially or otherwise) with or involved in any business or
activity which is the same as or substantially similar to, or competes with, the Business or a material part of
the Business! and
#'$$# for the Restraint Period:
#'$$#$ solicit, canvass, induce, or encourage any person or entity who is an employee, contractor or
agent of the Purchaser in the conduct of the Business to leave the employment or agency of the
Purchaser! or
#'$$#$# solicit, canvas, approach or accept any approach from any person or entity who was during the
year prior to *ompletion a customer of the Business, with a view to establishing a relationship
with (including obtaining the custom of) that person or entity for a business which does or may
compete with the Business or a material part of the Business,
on its or their own account or for or on behalf of any person or entity$
#'$# 7n consideration of the Purchaser, at the re;uest of the "endor and the *ovenantors, agreeing to enter into this contract
and solely for the protection of the ,oodwill, the "endor and the *ovenantors 0ointly and severally undertake to the
Purchaser that the "endor and the *ovenantors will not at any time after *ompletion use a symbol, logo, domain
name, trademark or business name substantially identical or deceptively similar to the business names, trademarks or
the domain names of the Business$
#'$) 5he "endor and the *ovenantors acknowledge that:
#'$)$ the Business may be adversely affected if, after *ompletion, the "endor and the *ovenantors engage in any
activity referred to in clauses #'$ and #'$#! and
#'$)$# the prohibitions and restrictions contained in clauses #'$ and #'$# are reasonable and necessary to protect
the ,oodwill! and
#'$)$) they have received valuable consideration for agreeing to the covenants in clauses #'$ and #'$#! and
#'$)$( the only effective, fair and reasonable manner in which the interests of the Purchaser can be protected is by
the restraints and covenants imposed by clauses #'$ and #'$#$
#'$( 5he provisions of this clause #' must be interpreted in accordance with clause $$
*17 +arrant"es
#$ 5he "endor and the *ovenantors warrant and represent to the Purchaser as at the date of this contract and as at the
*ompletion /ate the matters set out in this clause$
#$# 7f the "endor is a company:
#$#$ the "endor is duly incorporated and has full corporate power to own the +ssets and to carry on the
Business! and
#$#$# the "endor has the power to enter into and perform this contract! and
#$#$) no petition has been issued against the "endor to wind it up nor has action been taken or threatened to be
taken to seiBe or take possession of any of its assets (including the +ssets)! and
#$#$( no controller, administrator or trustee of the "endor has been appointed$
#$) 7f the "endor is a natural person or a company:
#$)$ there are no unsatisfied 0udgments against the "endor which have not been disclosed to the Purchaser! nor
has any se;uestration order been made or writ of e&ecution issued against the "endor or any of its assets
(including the +ssets)! and
#$)$# the "endor does not have any interest directly or indirectly in any company or business which is or is likely
to be competitive with the Business! and
#$)$) the sale of the +ssets pursuant to this contract does not result in a breach of any obligation (including any
statutory, contractual or fiduciary obligation) or constitute a default under or result in the imposition of any
encumbrance under any agreement or undertaking, by which the "endor is bound$
#$( 5he +ccounts e&hibit a true and fair view of the financial position and affairs of the Business, are true and accurate to
a material e&tent and are not affected by unusual, e&traordinary or non=recurring items$
#$5 5he "endor holds all material statutory licences, consents and authorisations necessary for the carrying on of the
Business$
#$2 5he conduct of the Business by the "endor does not contravene any laws in any material respect and no allegation of
any contravention of any applicable laws is known to the "endor$
#$% +ll information concerning the Business and the +ssets which the "endor or any of the "endor-s representatives have
furnished to the Purchaser or the Purchaser-s representatives prior to the e&ecution of this contract is true, complete
and accurate in all material respects and is not misleading or deceptive whether by inclusion or omission$
#$. +s far as the "endor and the *ovenantors are aware, there are no *laims by any person (including the 3mployees) or
authority relating to the Business, other than those disclosed to the Purchaser$
#$1 5here are no outstanding notices or orders served or made by any person, body or authority affecting the Business and
the "endors are not aware of any proposals or circumstances which may result in such a notice or order being served
or made$
#$' 5he +ssets:
#$'$ are all of the assets (other than the 3&cluded +ssets) which have been used and which are appropriate,
material and necessary for the successful conduct of the Business! and
#$'$# will all be the property of the "endor at *ompletion and will be free from all 3ncumbrances (other than
those 3ncumbrances listed in the Particulars)$
#$ 5he Premises <eases create a valid and enforceable leasehold interest in accordance with their terms and have not
been amended or modified$
#$# 5he Premises are the only leasehold properties occupied or used by the "endors in the conduct of the Business$
#$) 5he "endor has duly and punctually observed and performed the terms and conditions of the Premises <eases, is not
in breach or default under any term or provision of them or liable to forfeiture or termination$
#$( 5he "endor has not received and is not aware of any notice from any party or competent authority affecting any right
or interest under the Premises <eases$
#$5 3ach item of Plant and 3;uipment is in a good and safe state of repair and condition and satisfactory working order
for its age (fair wear and tear e&cepted) and has been regularly and properly maintained$
#$2 @ther than as disclosed to the Purchaser, all 6tock, whether in hand, in transit or in bond, is of good and merchantable
;uality, fit for the purpose for which it is intended to be used and is capable of being sold or used in the ordinary
course of the Business, in accordance with the "endor-s current price lists without rebate or allowance to a purchaser$
#$% 5he "endor has:
#$%$ in relation to each 3mployee, complied in all material respects with all obligations imposed on it by
statutes, orders, regulations, collective agreements, awards and codes of conduct relevant to conditions of
service! and
#$%$# made all payments in respect of occupational superannuation re;uired under any statute or award in respect
of each 3mployee! and
#$%$) complied in all material respects with all statutory re;uirements as to workers- compensation, insurance,
payroll ta& and income ta& instalment deductions in relation to all 3mployees or past employees of the
Business! and
#$%$( established procedures under and has complied in all material respects with all re;uirements at any time in
force under all occupational, health and safety legislation$
#$. 3ach of the Business *ontracts and +rrangements is valid, binding and enforceable against the parties to it and no
party is in default$
#$1 5he "endor is not aware of any grounds for rescission or avoidance or repudiation of any of the Business *ontracts
and +rrangements$
#$#' 5he "endor is not a party to any contractual arrangement in relation to the Business which may be terminated by any
other party by reason of this contract or a change in the ownership of the Business$
#$# 5here are no e&isting challenges to the "endor-s right, title or interest in any of the 7ntellectual Property Rights$
#$## +s far as the "endor is aware, the "endor-s use of the 7ntellectual Property Rights does not breach the rights of any
other person and no *laims have been asserted challenging the "endor-s use of the 7ntellectual Property Rights$
#$#) 5he "endor is not aware of any use by any other corporation or person of any trademarks or domain names forming
part of the +ssets$
#$#( 5here are no rights, benefits or arrangements used in or pertaining to the Business the benefit of which will not
effectively pass to the Purchaser pursuant to this contract at *ompletion$
#$#5 7f the "endor is the trustee of a trust, the "endor:
#$#5$ is the only trustee of the 5rust Cund! and
#$#5$# warrants that the trust deed and any deeds supplemental to the trust deed of the 5rust Cund disclose all of
the terms of the 5rust Cund! and
#$#5$) has the power under the trust deed of the 5rust Cund to e&ecute and comply with this contract! and
#$#5$( warrants that it is not in material default under the trust deed! and
#$#5$5 warrants that it has a right to be indemnified fully out of the trust assets in respect of all obligations and
liabilities incurred by it under this contract$
**7 L""ts on +arrant"es
##$ 5he 9arranties are given sub0ect to the disclosures in:
##$$ this contract! and
##$$# the Records! and
##$$) any other document which, or a copy of which, has been given to the Purchaser before the *ompletion
/ate! and
##$$( any other disclosure made by the "endor to the Purchaser prior to the *ompletion /ate$
##$# 5he Purchaser must not claim that any facts disclosed in any of the documents specified in this clause renders any of
the 9arranties untrue or misleading or causes them to be breached$
##$) 5he "endor is not liable to the Purchaser for any *laim arising from or relating to, and the Purchaser e&pressly
acknowledges and represents (with intention that the "endor relies upon the representation) that it does not rely upon
any statement, representation, warranty, promise, undertaking or agreement in connection with, the sale of the +ssets
not e&pressly set out in this contract$
##$( 5he "endor is not liable to the Purchaser for any claim for breach of the 9arranties unless the Purchaser has given
written notice to the "endor setting out specific details of the claim on or before the day # months after the
*ompletion /ate$
##$5 5he Purchaser agrees that the total amount payable by the "endor in respect of all claims under this contract is no
more than the amount of the Purchase Price$
##$2 5he Purchaser must give written notice to the "endor setting out full details of any claim, demand or legal proceeding
which may lead to liability on the part of the "endor and must permit the "endor to defend, arbitrate or compromise
any such proceedings$
*37 ,ST
#)$ 3&cept as otherwise provided by this clause, all consideration payable under this contract in relation to any supply is
e&clusive of ,65$
#)$# 7f ,65 is payable in respect of any supply made by a supplier under this +greement (,65 +mount), the recipient will
pay to the supplier an amount e;ual to the ,65 payable on the supply$
#)$) 6ub0ect to clause #)$(, the recipient will pay the ,65 +mount at the same time and in the same manner as the
consideration for the supply is to be provided under this contract$
#)$( 5he supplier must provide a ta& invoice to the recipient before the supplier will be entitled to payment of the ,65
+mount under clause #)$)$
#)$5 7f this contract re;uires a party to reimburse an e&pense or outgoing of another party, the amount to be paid or
reimbursed by the first party will be the sum of:
#)$5$ the amount of the e&pense or outgoing less any input ta& credits in respect of the e&pense or outgoing to
which the other party is entitled! and
#)$5$# if the payment or reimbursement is sub0ect to ,65, an amount e;ual to that ,65$
#)$2 7f an ad0ustment event occurs in relation to a ta&able supply under this contract:
#)$2$ the supplier must provide an ad0ustment note to the recipient within % days of becoming aware of the
ad0ustment! and
#)$2$# any payment necessary to give effect to the ad0ustment must be made within % days after the date of receipt
of the ad0ustment note$
*87 Conf"dent"a) Inforat"on
#($ Cor the sole purpose of protecting the Purchaser (both prior to and after *ompletion) in respect of the ac;uisition of
the +ssets, the "endor covenants with the Purchaser that the "endor will:
#($$ sub0ect to clause #($$#, not at any time after the date of this contract without the prior consent of the
Purchaser disclose any *onfidential 7nformation to any person other than the Purchaser! and
#($$# at all times after the date of this contract use their best endeavours to prevent disclosure by any officer,
employee, agent of or consultant to the "endor$
#($# *lause #($ does not apply to disclosures by the "endor (or any officer, employee, agent of or consultant to the
"endor) of *onfidential 7nformation:
#($#$ that is now or in the future in the public domain other than due to a default under this contract! or
#($#$# that is re;uired to be disclosed by the "endor to any government authority! or
#($#$) that is re;uired to be disclosed by the "endor under any law, *ourt order or legislation from time to time in
force$
*97 ."s!(tes
#5$ 7f the Purchaser fails to pay money owing under this contract the "endor may sue for the unpaid money immediately
without first complying with clause #5$)$
#5$# + party may seek urgent interlocutory relief in relation to the actions of the other party under this contract without first
complying with clause #5$)$
#5$) :nless clause #5$ or #5$# applies, if a dispute arises out of or relates to this contract (including any dispute as to
breach or termination of this contract) a party to the contract may not commence court proceedings relating to that
dispute (/ispute) unless:
#5$)$ the party claiming the /ispute has arisen has given written notice to the other party specifying the nature of
the /ispute (."s!(te Not"ce)! and
#5$)$# the parties first endeavour in good faith to resolve the /ispute e&peditiously using mediation, applying the
procedures and within the timeframes specified in clauses #5$( and #5$5$
#5$( :pon the service of a /ispute 4otice the parties must 0ointly agree on a mediator and the mediator-s remuneration$ 7f
the parties fail to agree within 5 days of the service of the /ispute 4otice (or such other period agreed by the parties)
either party may ask the President (or nominee) of the <aw 7nstitute of "ictoria to appoint a mediator on behalf of the
parties and determine the mediator-s remuneration$
#5$5 5he parties must observe the instructions of the mediator about the conduct of the mediation and seek to resolve the
/ispute with the assistance of the mediator within ' Business /ays of the appointment of the mediator (or such other
period agreed by the parties)$ 7f the /ispute is not resolved within that time then either party may commence court
proceedings$
#5$2 5he costs of the mediator will be borne e;ually by the parties$
*:7 ,enera)
#2$ 5his contract may only be varied or replaced by a document duly e&ecuted by the parties$
#2$# 5his contract contains the entire understanding between the parties as to the sub0ect matter contained in it$ +ll
previous agreements, representations, warranties, e&planations and commitments, e&pressed or implied, affecting this
sub0ect matter are superseded by this contract and have no effect$
#2$) 3ach party must promptly e&ecute and deliver all documents and take all other action necessary or desirable to effect,
perfect or complete the transactions contemplated by this contract$
#2$( 3ach party must pay its own legal costs and e&penses in relation to the negotiation, preparation and e&ecution of this
contract and other documents referred to in it, unless e&pressly stated otherwise$
#2$5 5he Purchaser must pay any stamp duty on this contract and any document e&ecuted under it including on the
assignment or transfer of the Premises <eases$
#2$2 + single or partial e&ercise or waiver of a right relating to this contract does not prevent any other e&ercise of that
right or the e&ercise of any other right$
#2$% 4o party will be liable for any loss or e&penses incurred by another party caused or contributed to by the waiver,
e&ercise, attempted e&ercise, failure to e&ercise or delay in the e&ercise of a right$
#2$. + party must not:
#2$.$ sell, transfer, delegate, assign, licence! or
#2$.$# mortgage, charge or otherwise encumber,
any right or obligation under this contract to any person, without the prior written consent of the other party to this
contract (Ot%er 2art$)$
#2$1 5he @ther Party must not unreasonably withhold consent under clause #2$.$
#2$' 5ime is of the essence as regards all dates, periods of time and times specified in this contract$
#2$ 3ach indemnity in this contract is a continuing obligation, separate and independent from the other obligations of the
parties and survives termination of this contract$
#2$# 7t is not necessary for a party to incur e&pense or make payment before enforcing a right of indemnity conferred by
this contract$
#2$) 5he 9arranties, conditions, provisions, undertakings, agreements and continuing obligations in this contract do not
merge on *ompletion but to the e&tent that they have not been fulfilled and satisfied or are capable of having effect
remain in full force and effect$
#2$( 5his contract is governed by and is to be construed in accordance with the laws of "ictoria$ 3ach party irrevocably
and unconditionally submits to the non=e&clusive 0urisdiction of the courts of "ictoria and waives any right to ob0ect
to proceedings being brought in those courts$
#2$5 6ub0ect to clause #2$2, if a provision in this contract is held to be illegal, invalid, void, voidable or unenforceable,
that provision must be read down to the e&tent necessary to ensure that it is not illegal, invalid, void, voidable or
unenforceable$
#2$2 7f it is not possible to read down a provision as re;uired by clause #2$5, that provision is severable without affecting
the validity or enforceability of the remaining part of that provision or the other provisions in this contract$
#2$% 7f the Restraint Period or the Restraint +rea or both is 0udged to go beyond what is reasonable in the circumstances
and necessary solely to protect the ,oodwill, that Restraint Period or Restraint +rea or both, as applicable, must be
reduced by one half (Cirst Reduced Restraint)$
#2$. 7f the Restraint Period or the Restraint +rea or both, as reduced under clause #2$%, is 0udged to go beyond what is
reasonable in the circumstances and necessary solely to protect the ,oodwill that reduced Restraint Period or reduced
Restraint +rea or both must be again reduced by one half (6econd Reduced Restraint)$
#2$1 5he separate and independent covenants and restraints arising under clauses #'$ and #'$# have effect as several
separate and independent covenants and restraints when combined with those of the Restraint Period, Restraint +rea,
Cirst Reduced Restraint and 6econd Reduced Restraint still applying after the operation of clauses #2$% and #2$.$
#2$#' 7f any of the separate and independent covenants and restraints arising under clause #2$1 are or become invalid or
unenforceable for any reason then that invalidity and unenforceability will not affect the validity or enforceability of
the other separate and independent covenants and restraints$
#2$# 7f any of the covenants and restraints arising under clause #2$1 would be 0udged reasonable and necessary if any
activity specified in clause #'$ were deleted, the prohibitions or restrictions apply with that activity deleted$
#2$## 5his contract may be e&ecuted in any number of counterparts, all of which taken together constitute one instrument$
*;7 Not"ces
#%$ + party giving notice or notifying under this contract must do so in writing:
#%$$ directed to the recipient-s address or facsimile number as specified in the Particulars or as varied by any
earlier notice! and
#%$$# hand delivered or sent by prepaid post or transmitted by facsimile to that address or facsimile number$
#%$# + notice is taken to be served and received:
#%$#$ if transmitted by facsimile, at the time successful and full transmission is indicated by the transmission
confirmation generated by the sender-s facsimile machine! or
#%$#$# if sent by e&press post or certified mail, the ne&t Business /ay after posting! or
#%$#$) if delivered by hand, on delivery$
#%$) Collowing compliance with clause #%$, a party may also send a copy of any notice to the other party-s email address
specified in the Particulars$
*87 Inter!retat"on
#.$ 7n this contract:
#.$$ words and e&pressions that are not otherwise defined but which have a defined meaning in the ,65 <aw
have the same meaning as in the ,65 <aw!
#.$$# a reference to:
#.$$#$ a person includes a firm, partnership, 0oint venture, association, corporation or other corporate
body! and
#.$$#$# a person includes the legal personal representatives, successors and permitted assigns of that
person! and
#.$$) a reference to this or another document includes the document as varied or replaced regardless of any
change in the identity of the parties! and
#.$$( a reference to writing includes all modes of representing or reproducing words in a legible, permanent and
visible form! and
#.$$5 headings and subheadings are inserted for ease of reference only and do not affect the interpretation of this
contract! and
#.$$2 a reference to ADA or AdollarsA is a reference to +ustralian dollars! and
#.$$% a reference to:
#.$$%$ the singular includes the plural and vice versa! and
#.$$%$# a gender includes the other genders! and
#.$$. a reference to a statute includes regulations under it and consolidations, amendments, re=enactments or
replacements of any of them$
#.$# 7f a payment or other act is re;uired by this contract to be made or done on a day which is not a Business /ay, the
payment or act must be made or done on the ne&t following Business /ay$
*97 ."ct"onar$
Acco(nts .ate means the date not more than ( days prior to *ompletion when the accounts of the Business are prepared$
Assets means individually and collectively the ,oodwill, the /ebtors, the Plant and 3;uipment, the >otor "ehicles, the
7ntellectual Property Rights, the 6tock, the 9ork in Progress and the benefit of the Business *ontracts and +rrangements,
6tatutory <icences, 3;uipment <eases, ?ire Purchase +greements, Property <eases and any and all prepayments$
Ass"stance 2er"od means the period specified as such in the Particulars, which may be before or after *ompletion or both$
Ban4 means an authorised deposit=taking institution within the meaning given to that term in the Banking Act 151 (*th)$
B(s"ness means the whole of the undertaking and goodwill of the business specified in the Particulars carried on by the "endor
under the business name specified in the Particulars from the Premises and using the +ssets$
B(s"ness Contracts and Arrangeents means the supply, licence, employee, agency, consulting, franchise, warranties,
guarantees, distribution and sale agreements, arrangements or understandings entered into, e&isting, made or held by the
"endor concerning the Business which are, in whole or in part, e&ecutory as at *ompletion, including those listed in the
Particulars$
B(s"ness .a$ means a day other than a 6aturday, 6unday or public holiday in the 6tate of "ictoria$
C)a" includes a claim, notice, demand, action, proceeding, litigation, investigation, 0udgment, damage, loss, cost, e&pense or
liability however arising, whether present, unascertained, immediate, future or contingent and whether based in contract, tort or
statute$
Co!)et"on means the completion of this contract resulting in the sale by the "endor and the purchase by the Purchaser of the
Business and the +ssets$
Co!)et"on .ate means the date that *ompletion occurs, such date being scheduled to take place on the date specified in the
Particulars$
Cond"t"ons means the conditions specified as such in the Particulars$
Conf"dent"a) Inforat"on means:
(a) all trade secrets and all financial, accounting, marketing and technical information, customer and supplier lists, pricing
information, ideas, concepts, formulae, know=how, technology, operating procedures, processes, knowledge and other
information belonging to, used by or relating to the "endor in the conduct of the Business which is not in the public
domain!
(b) all notes and reports incorporating or derived from information referred to in paragraph (a)! and
(c) all copies of the information, notes and reports referred to in paragraphs (a) and (b)$
Co3enantor means the person or persons described as such in the Particulars$
C(stoer L"st means the list of customers of the Business re;uired to be provided by the "endor on the *ompletion /ate
under clause '$#$%, which is a list of all known customers of the Business with whom the "endor has traded during the #
months prior to the *ompletion /ate including, if available, particulars of the types of goods or services supplied to the
customers, ;uantities supplied and pricing policies$
.e#tors means the trade and other debts owing to the "endors as at *ompletion from products or services sold, delivered or
provided by the "endors in the conduct of the Business prior to *ompletion$
.e!os"t means the dollar amount described as such in the Particulars$
E!)o$ee Ent"t)eents means all accrued entitlements of the 5ransferring 3mployees in respect of annual leave (including
any loadings) and long service leave accruing in respect of service of % years or more$
E!)o$ees means the persons employed by the "endor in the conduct of the Business$
Enc(#rances means all mortgages, charges, pledges, liens, security interests, retentions of title, other encumbrances and all
rights of any other person adverse to the interest of the Purchaser as purchaser of the Business and the +ssets$
E5("!ent Leases means each of the e;uipment leases entered into by the "endor in respect of the <eased 3;uipment$
E6c)(ded Assets means assets specified as such in the Particulars used by the "endor in the conduct of the Business prior to
*ompletion which will not be transferred to the Purchaser on *ompletion$
,ood>")) means the goodwill of the "endor in relation to the Business together with the e&clusive right for the Purchaser to
represent itself as carrying on the Business in succession to the "endor$
,ST La> has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 111$
-"re 2(rc%ase Agreeents means each of the hire purchase agreements entered into by the "endor in respect of the ?ired
3;uipment which the Purchaser re;uests be assigned to it$
-"red E5("!ent means each item of plant and e;uipment identified in the Particulars hired by the "endor under a ?ire
Purchase +greement and used e&clusively in the conduct of the Business$
Inte))ect(a) 2ro!ert$ R"g%ts means all intellectual property and proprietary rights (whether registered or unregistered) owned
or used by the "endor or necessary for the conduct of the Business including:
(a) the business name,
(b) the trademarks!
(c) the *onfidential 7nformation! and
(d) all patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae,
computer programs, know=how, logos, registered and unregistered designs, design rights, copyright and similar
industrial or intellectual property rights$
Leased E5("!ent means each item of e;uipment (including >otor "ehicles) identified in the Particulars leased by the
"endor under an 3;uipment <ease$
L"a#")"t"es includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and e&penses of whatever
description$
Motor 0e%"c)es means the registered motor vehicles identified in the Particulars owned by the "endor and e&clusively used in
the conduct of the Business$
2art"c()ars means the particulars of this contract set out in Part $
2)ant and E5("!ent means all plant, e;uipment, fittings, internal partitions, light fittings, tables, glassware, signage,
stationery, office furniture and e;uipment, machinery, computer hardware, printers, furniture, fittings and other fi&ed assets or
chattels owned by the "endors for use in the conduct of the Business$
2)ant and E5("!ent Leases means lease arrangements in relation to the Plant and 3;uipment$
2re"ses means the properties leased by the "endor under the Premises <eases for the purpose of conducting the Business as
specified in the Particulars together with all improvements erected on those properties$
2re"ses Leases means the lease agreements entered into by the "endor in respect of the lease of the Premises, full particulars
of which are specified in the Particulars$
2(rc%ase 2r"ce means the dollar amount described as such in the Particulars$
2(rc%aser means the buyer of the Business and the +ssets as set out in the Particulars$
Records means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and
papers of every description and other material belonging or relating to or used by the "endor in the conduct of the Business
including certificates of incorporation, minute books, statutory books and registers, books of account, ta&ation returns, title
deeds, certificates of title, che;ue books, sales literature, market research reports, product promotional, descriptive and
application material, manufacturing and engineering records, sales and purchasing records, price lists, computer programs and
software, personnel records, trading and financial records and lists of all regular suppliers and customers$
Restra"nt Area means the area specified as such in the Particulars$
Restra"nt 2er"od means the period specified as such in the Particulars$
Sta4e%o)der means the person or persons described as such in the Particulars$
Stat(tor$ L"cences means all statutory licences, consents, registrations, approvals, authorities, rights, ;uotas, permits and
certificates relating to any aspect of the Business which are held or re;uired by any competent statutory authority (whether
*ommonwealth, 6tate or local) to be held by the "endor, or any employees of the Business$
Stoc4 means all marketable stocks of raw materials, packaging materials, finished goods and other good and saleable
stock=in=trade owned and held by the "endor in the conduct of the Business located at the Premises on the *ompletion /ate$
Stoc4 0a)(er means the person identified as such in the Particulars who will act as an e&pert and not as an arbitrator, whose
decision will be final and binding on the "endor and the Purchaser and whose costs will be borne and paid by the "endor and
the Purchaser in e;ual shares$
Transferr"ng E!)o$ees means the 3mployees who accept the Purchaser-s offer of employment referred to in clause .$#$
Tr(st F(nd means the trust fund on behalf of which the "endor, as trustee, operates the Business and owns the +ssets, if any$
0endor means the seller of the Business and the +ssets as set out in the Particulars$
+arrant"es means the warranties made and representations given by the "endor to the Purchaser at clause #$
+or4 "n 2rogress means the items of stock relating to orders placed by customers of the Business remaining uncompleted,
undelivered or unfulfilled, to the e&tent that after *ompletion there is a continuing right or obligation relating to the Business$