In Quebec , as in the rest of Canada , addition to the usual conditions, such as the 's representations and warranties and the buyer's obligations, the sales contract, for the sale of assets or shares, contain a commitment from the seller not to cause harm to the buyer their future activities. Thanks to their expertise and network of contacts, seller could, in fact, immediately establish a new company that directly compete with the one they just sold to the buyer.
The sales contract will therefore include -compete clauses and non-solicitation clauses regarding customers and The non-compete clause must describe which activities are prohibited for seller, in which territory the prohibition applies and for how long. The non-solicitation clause, for its part, the seller from contacting the customers and employees the company or corporation being sold.
To ensure the respects of these commitments, a penalty can be attached, providing compensation to be paid to the buyer in the event of a breach by the seller.
The contract may also include a mechanism to ensure the continuity the business or corporation being sold its customers and suppliers. For example, it may stipulate that the seller provide support services during a predetermined transition period in contract, along with the fees to be paid in such a case.
The share sale contract will provide for the seller's continued liability for the period the acquisition by the buyer and indemnity clause in the event of any claims received by buyer.
The asset contract should be accompanied by a detailed list of all the assets that being sold to the buyer, but also of all the assets that are included in the sale, such as liabilities, debts and bank accounts, if applicable.