[{"data":1,"prerenderedAt":513},["ShallowReactive",2],{"document-attorney-approval-D1036":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":512},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"ATTORNEY APPROVAL This Attorney Approval (the \"Agreement\") is made and effective [DATE], BETWEEN: [BUYER NAME] (the \"Buyer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] NOW THEREFORE, it is further agreed by and between the parties hereto as follows: TERMS That their respective attorneys may approve and make modifications, other than price and dates, mutually acceptable to the parties",null,"Attorney Approval","1",28,"doc","https://templates.business-in-a-box.com/imgs/1000px/attorney-approval-D1036.png","https://templates.business-in-a-box.com/imgs/250px/1036.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1036.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Power of Attorney","/templates/power-of-attorney/","attorney approval","Attorney Approval Template","https://templates.business-in-a-box.com/imgs/400px/1036.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Terms & Warranties","/templates/terms-and-warranties/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,116,130,148,162],{"label":37,"url":38,"thumb":39,"extension":10},"General Power of Attorney","/template/general-power-of-attorney-D1037","https://templates.business-in-a-box.com/imgs/250px/1037.png",{"label":41,"url":42,"thumb":43,"extension":10},"Limited Power of Attorney","/template/limited-power-of-attorney-D1038","https://templates.business-in-a-box.com/imgs/250px/1038.png",{"label":45,"url":46,"thumb":47,"extension":10},"Revocation of Power of Attorney","/template/revocation-of-power-of-attorney-D1039","https://templates.business-in-a-box.com/imgs/250px/1039.png",{"label":49,"url":50,"thumb":51,"extension":10},"Unlimited Power of Attorney","/template/unlimited-power-of-attorney-D1041","https://templates.business-in-a-box.com/imgs/250px/1041.png",{"label":53,"url":54,"thumb":55,"extension":10},"Subscription Form and Power of Attorney","/template/subscription-form-and-power-of-attorney-D1040","https://templates.business-in-a-box.com/imgs/250px/1040.png",{"label":57,"url":58,"thumb":59,"extension":10},"Business Travel Expense Approval Policy","/template/business-travel-expense-approval-policy-D13611","https://templates.business-in-a-box.com/imgs/250px/13611.png",{"label":61,"url":62,"thumb":63,"extension":10},"Advertisement Approval","/template/advertisement-approval-D1359","https://templates.business-in-a-box.com/imgs/250px/1359.png",{"label":65,"url":66,"thumb":67,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":69,"url":70,"thumb":71,"extension":10},"Retainer for Attorney","/template/retainer-for-attorney-D905","https://templates.business-in-a-box.com/imgs/250px/905.png",{"label":73,"url":74,"thumb":75,"extension":10},"Return of Goods on Approval","/template/return-of-goods-on-approval-D1082","https://templates.business-in-a-box.com/imgs/250px/1082.png",{"label":77,"url":78,"thumb":79,"extension":10},"Sale on Approval Acknowledgment","/template/sale-on-approval-acknowledgment-D1126","https://templates.business-in-a-box.com/imgs/250px/1126.png",{"label":81,"url":82,"thumb":83,"extension":10},"Customer Charge Card Approval","/template/customer-charge-card-approval-D263","https://templates.business-in-a-box.com/imgs/250px/263.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":98,"url":99},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":93,"description":6},"letter of intent_acquisition of business",[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":17,"url":96},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":114,"url":115},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[110,111],{"label":17,"url":96},{"label":112,"url":113},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":128,"url":129},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[126,127],{"label":17,"url":96},{"label":112,"url":113},"asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":139,"keywords":146,"url":147},"COMMERCIAL LEASE AGREEMENT This Lease Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Landlord\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TENANT NAME] (the \"Tenant\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF PREMISES Landlord leases to Tenant the premises located at [address], [city], [state], and described more particularly as follows: [insert legal description]. GRANT OF LEASE Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take from the Landlord the property described in Exhibit \"A\" attached hereto and by reference made a part hereof (the \"Leased Premises\"), together with, as part of the parcel, all improvements located thereon. LEASE TERM Total Term of Lease: The term of this Lease shall begin on the commencement date, as defined in Section b) of this Article 3, and shall terminate on [DATE]. Commencement Date: The \"Commencement Date\" shall mean the date on which the Tenant shall commence to conduct business on the Leased Premised, so long as such date is not in excess of [NUMBER] days subsequent to execution hereof. EXTENSIONS The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed upon in writing and signed by the parties at the time of any such extension. DETERMINATION OF RENT The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following rates and times: Annual Rent: Annual rent for the term of the Lease shall be [AMOUNT], plus applicable sales tax. Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthly installments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT], on the first day of each and every calendar month during the term hereof, and prorata for the fractional portion of any month, except that on the first day of the calendar month immediately following the Commencement Date, the Tenant shall also pay to the Landlord rent at the said rate for any portion of the preceding calendar month included in the term of this Lease. Reference to yearly rent hereunder shall not be implied or construed to the effect that this Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter than the existing Lease term, plus any extensions as may be agreed upon. A late fee in the amount of [AMOUNT] shall be assessed if payment is not postmarked or received by Landlord on or before the tenth day of each month. USE OF PROPERTY BY TENANT The Leased Premises may be occupied and used by Tenant exclusively as a [DESCRIBE], to be known as a [DESCRIBE]. Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease, assign, or license the use of the property to any Sub-Tenant, assignee, or licensee, which or who shall use the property for any other use. RESTRICTIONS ON USE Tenant shall not use the demised premises in any manner that will increase risks covered by insurance on the demised premises and result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Tenant's business purposes. Tenant shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the demised premises, and shall comply with all requirements of the insurers applicable to the demised premises necessary to keep in force the fire and liability insurance. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY Tenant shall not allow any waste or nuisance on the demised premises, or use or allow the demised premises to be used for any unlawful purpose. DELAY IN DELIVERING POSSESSION This lease agreement shall not be rendered void or voidable by the inability of Landlord to deliver possession to Tenant on the date set forth in Section 3. Landlord shall not be liable to Tenant for any loss or damage suffered by reason of such a delay; provided, however, that Landlord does deliver possession no later than [date]. In the event of a delay in delivering possession, the rent for the period of such delay will be deducted from the total rent due under this lease agreement. No extension of this lease agreement shall result from a delay in delivering possession. SECURITY DEPOSIT The Tenant has deposited with the Landlord the sum of [AMOUNT] as security for the full and faithful performance by the Tenant of all the terms of this lease required to be performed by the Tenant. Such sum shall be returned to the Tenant after the expiration of this lease, provided the Tenant has fully and faithfully carried out all of its terms. In the event of a bona fide sale of the property of which the leased premises are a part, the Landlord shall have the right to transfer the security to the purchaser to be held under the terms of this lease, and the Landlord shall be released from all liability for the return of such security to the Tenant. TAXES Property Taxes: The Tenant shall be liable for all taxes levied against any leasehold interest of the Tenant or personal property and trade fixtures owned or placed by the Tenant in the Leased Premises. Real Estate Taxes: During the continuance of this lease Landlord shall deliver to Tenant a copy of any real estate taxes and assessments against the Leased Property. From and after the Commencement Date, the Tenant shall pay to Landlord not later than [NUMBER] days after the day on which the same may become initially due, all real estate taxes and assessments applicable to the Leased Premises, together with any interest and penalties lawfully imposed thereon as a result of Tenant's late payment thereof, which shall be levied upon the Leased Premises during the term of this Lease. Contest of Taxes: The Tenant, at its own cost and expense, may, if it shall in good faith so desire, contest by appropriate proceedings the amount of any personal or real property tax. The Tenant may, if it shall so desire, endeavor at any time or times, by appropriate proceedings, to obtain a reduction in the assessed valuation of the Leased Premises for tax purposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with the Tenant at Tenant's expense in said proceedings and the Landlord agrees to sign and deliver such papers and instruments as may be necessary to prosecute such proceedings, the Tenant shall have the right to contest the amount of any such tax and the Tenant shall have the right to withhold payment of any such tax, if the statute under which the Tenant is contesting such tax so permits. Payment of Ordinary Assessments: The Tenant shall pay all assessments, ordinary and extraordinary, attributable to or against the Leased Premises not later than [NUMBER] days after the day on which the same became initially due. The Tenant may take the benefit of any law allowing assessments to be paid in installments and in such event the Tenant shall only be liable for such installments of assessments due during the term hereof. ","Commercial Lease Agreement","19",145,"https://templates.business-in-a-box.com/imgs/1000px/lease-agreement-D1179.png","https://templates.business-in-a-box.com/imgs/250px/1179.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1179.xml",{"title":6,"description":6},[140,143],{"label":141,"url":142},"Real Estate","real-estate-business",{"label":144,"url":145},"Business Checklists","business-checklists","lease agreement","/template/lease-agreement-D1179",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":160,"url":161},"SETTLEMENT AGREEMENT This Settlement Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Creditor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] [THIRD PARTY NAME] (the \"Debtor\"), an individual with his main address located at: [COMPLETE ADDRESS] WHEREAS by Statement of Claim filed on [DATE] in the Federal Court of [COUNTRY] (Trial Division) under court file number [NUMBER], as amended by an Amended Statement of Claim filed therein on [EFFECTIVE DATE], [COMPANY NAME]. (the \"Creditor\") instituted proceedings as plaintiff against the Company and Debtor as defendants in recovery of the sum of [AMOUNT] (the \"Action\"); WHEREAS in the Action, the Creditor has claimed the amount of [AMOUNT] from Debtor pursuant to a certain guarantee executed by him in favor of the Creditor; WHEREAS [COMPANY NAME] and the Creditor amalgamated effective [DATE], such that [COMPANY NAME] became a division of the Creditor; WHEREAS the parties have agreed to settle the Action upon the terms and conditions hereinafter set forth: NOW WHEREFORE, the parties hereto agree as follows: The Action is settled upon the terms hereinafter set forth. The parties shall execute a Declaration of Settlement Out Of Court in respect of the Action, which Declaration shall be remitted to the Bank, and which the Bank shall file in the court record on the latest of the trial date fixed for the Action, being [EFFECTIVE DATE], receipt of the initial payment provided for in Section 2 hereof and the date of registration of the Security contemplated in Section 2 hereof. Debtor hereby undertakes to pay to the Creditor the sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Settlement Amount\"), payable as set out below. Debtor shall pay to the Bank at its offices noted above the principal sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Principal Amount\"), by way of [NUMBER] equal consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing on [EFFECTIVE DATE] until full payment on [DATE] (the \"Payments\"). Concurrently with the execution hereof, Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Payments for [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively. Thereafter, Debtor shall deliver to the Creditor by or before [DATE] of each year, commencing [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively, [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the following [NUMBER] months in payment of the Payments for the said [NUMBER] month period. By or before [EFFECTIVE DATE], Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the remaining [NUMBER] months in payment of the Payments for the said [NUMBER] month period. The Principal Amount shall bear interest from the date of any unremedied default at the rate of [PERCENTAGE %] percent per annum, calculated on the balance then outstanding and payable on demand. All interest not paid when due shall bear interest at the same rate calculated as aforesaid and payable on demand. The balance of [AMOUNT] (the \"Balance\") shall be paid to the Creditor by way of compensation and set-off against the amount of any commission which may become owing to Debtor by the Creditor on any sales of its assets which Debtor may make from time to time hereafter on behalf of the Creditor, and against the amount of any salary or other compensation which may become owing to him by the Creditor in respect of any other services of any nature whatsoever which Debtor may perform from time to time hereafter on behalf of the Creditor. The amount of such commissions, salary and/or other compensation shall be determined in accordance with the terms and conditions of any agreements which the Creditor and Debtor may enter into for the provision of such services by Debtor to the Creditor. The Creditor shall provide to Debtor on a regular basis a list of assets currently offered for sale by the Creditor and undertakes to give Debtor every opportunity, on a non-exclusive basis, to sell such assets and undertakes not to act unreasonably in considering any offer to purchase which Debtor may bring to the Creditor. In the event that the Balance has not been repaid in full on the date the last payment falls due under Section 2.1 hereof, Debtor shall pay off the amount of the Balance then outstanding (the \"Unpaid Balance\") by way of consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing [EFFECTIVE DATE] (the \"Extended Period\"). On [EFFECTIVE DATE], Debtor shall deliver to the Creditor the requisite number of check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Unpaid Balance, provided always that Debtor shall still be able to pay any or all of the Unpaid Balance during the Extended Period by way of compensation and set-off pursuant to the provisions of Section 2.3.1. Debtor shall have a grace period of [NUMBER] days from the date of any written notice of default to make any Payment due hereunder to remedy said default. In the event the default is not remedied within such period, Debtor shall lose the benefit of the term provided for herein and the entire balance of the Settlement Amount then outstanding shall become immediately due and payable. The Creditor shall then be entitled to demand payment in full of the outstanding amount of the Settlement Amount, by written notice of demand, without further notice, including prior notice of such acceleration, or delay. The Creditor shall, in addition to its right to accelerate payment in the event of an unremedied default to make any payment, be entitled to accelerate payment should the Creditor advise Debtor in writing of the discovery of any material omission of any encumbrance on any of the assets listed in Schedule C or of any other limitation or alteration in Debtor's right, title and interest in and to the assets listed in Schedule C, provided that Debtor shall have [NUMBER] days from the date of such notice to remedy the default such that the omission is no longer material, but not in the event of any other default hereunder. Concurrently with his execution of the present Settlement Agreement, Debtor shall execute demand promissory notes in the amounts of [AMOUNT] respectively, in the form of the promissory notes annexed hereto as Schedules A and B respectively, to be held by the Creditor as collateral security for the performance of Debtor's obligations under this Section 2. Debtor shall grant security in favor of the Creditor against each and all of the assets identified in the affidavit executed by Debtor concurrently herewith and annexed hereto as Schedule C (the \"Secured Assets\"), subject to the encumbrances thereon as disclosed therein (the \"Encumbrances\"), which Encumbrances Debtor hereby represents and warrants are all the encumbrances existing against the Secured Assets, and which Secured Assets Debtor hereby represents and warrants have a net aggregate liquidation value, after deduction of the reasonable expenses of liquidation and after payment of the Encumbrances of not less than the Settlement Amount. ","Settlement Agreement","8",64,"https://templates.business-in-a-box.com/imgs/1000px/settlement-agreement-D916.png","https://templates.business-in-a-box.com/imgs/250px/916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#916.xml",{"title":6,"description":6},[158,159],{"label":17,"url":96},{"label":17,"url":96},"settlement agreement","/template/settlement-agreement-D916",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":88,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":174},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":170,"description":6},"service agreement",[172,173],{"label":17,"url":96},{"label":17,"url":96},"/template/service-agreement-D12711",false,{"seo":177,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":445,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":500,"classification":501},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Attorney Approval Template | Free Word Download","Free attorney approval template for real estate, contracts, and business transactions. Documents legal review, conditions, and sign-off.","attorney approval template",[182,183,184,185,186,187,188],"attorney approval clause template","attorney approval contingency template","lawyer approval clause","attorney review period template","attorney approval contract template free","legal approval clause word template","solicitor approval clause template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":175},"advanced",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"An Attorney Approval is a legally binding clause or standalone document that conditions the enforceability of a contract on the review and written approval of each party's designated attorney within a defined review period. This free Word download gives you a structured, editable template you can tailor to any transaction — real estate, business acquisition, or commercial contract — and export as PDF for immediate use.\n","Use it whenever parties want to sign a letter of intent or preliminary agreement immediately while preserving the right to have counsel review and approve — or disapprove — final terms before being fully bound. It is standard practice in residential and commercial real estate offers, asset purchase agreements, and high-value service contracts.\n","Party identification and transaction reference, the attorney review period and deadline, approval and disapproval procedures, conditions for modification versus outright rejection, notice requirements, consequences of silence or non-response, and governing law. Together these provisions create a transparent, time-limited window for legal review without indefinitely delaying the transaction.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Real estate buyers and sellers","Protecting either party's right to legal review before a purchase agreement becomes fully binding","persona-real-estate-buyer",{"title":206,"use_case":207,"icon_asset_id":208},"Business owners acquiring assets","Ensuring counsel can review and approve asset purchase or share purchase terms before closing is triggered","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Commercial landlords and tenants","Conditioning a signed commercial lease on attorney review within a negotiated period","persona-landlord",{"title":214,"use_case":215,"icon_asset_id":216},"Corporate counsel and in-house lawyers","Formalizing the attorney review window in standardized commercial contracts across the organization","persona-corporate-counsel",{"title":218,"use_case":219,"icon_asset_id":220},"Startups and growth-stage companies","Protecting founders from being bound by hastily negotiated term sheets or letters of intent","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"Real estate agents and brokers","Including an attorney approval clause in offer forms to protect buyer and seller clients from inadvertent binding commitments","persona-real-estate-agent",[226,230,233,237,241,244,247],{"situation":227,"recommended_template":228,"slug":229},"Residential real estate purchase offer requiring a short attorney review window","Attorney Approval (Real Estate)","attorney-approval-D1036",{"situation":231,"recommended_template":102,"slug":232},"Commercial asset purchase agreement with extended due diligence period","asset-purchase-agreement-D928",{"situation":234,"recommended_template":235,"slug":236},"Letter of intent where parties want to negotiate but not yet be bound","Letter of Intent","letter-of-intent_acquisition-of-business-D5197",{"situation":238,"recommended_template":239,"slug":240},"Business sale where full legal review is needed before binding terms","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":242,"recommended_template":132,"slug":243},"Commercial lease where tenant's attorney must review before execution","lease-agreement-D1179",{"situation":245,"recommended_template":150,"slug":246},"Settlement or release where legal sign-off is a condition of effectiveness","settlement-agreement-D916",{"situation":248,"recommended_template":164,"slug":249},"High-value service contract where both parties want legal review before work begins","service-agreement-D12711",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Attorney Approval Clause","A contractual provision that suspends a contract's full binding effect until a designated attorney reviews and provides written approval within a set period.",{"term":255,"definition":256},"Review Period","The defined window of time — typically 3 to 10 business days — during which the reviewing attorney may approve, disapprove, or propose modifications to the agreement.",{"term":258,"definition":259},"Contingency","A condition that must be satisfied before a contract becomes fully enforceable; an attorney approval clause is one type of contingency.",{"term":261,"definition":262},"Notice of Disapproval","A formal written communication from the reviewing attorney to the other party stating that the agreement is not approved, which typically voids or suspends the contract.",{"term":264,"definition":265},"Notice of Modification","A written communication proposing changes to specific contract terms as a condition of attorney approval, triggering a new negotiation cycle.",{"term":267,"definition":268},"Waiver of Review","An express statement by a party that it has chosen not to exercise its right to attorney review, rendering the clause moot and the contract immediately binding.",{"term":270,"definition":271},"Binding Effect","The point at which a contract creates enforceable legal obligations on all parties; an attorney approval clause delays binding effect until approval is given or the review period lapses.",{"term":273,"definition":274},"Lapse of Period","The expiration of the review deadline without the attorney providing a notice of disapproval or modification — typically treated as deemed approval under the clause.",{"term":276,"definition":277},"Business Days","Calendar days excluding weekends and public holidays; attorney review periods are almost always measured in business days to avoid cutting off access over long weekends.",{"term":279,"definition":280},"Null and Void","The legal status of a contract that has been disapproved or voided by a proper notice of disapproval — meaning no enforceable obligations remain on either party.",{"term":282,"definition":283},"Due Diligence Period","A broader investigation window during which a buyer or tenant examines the subject matter of the transaction; attorney review is one component of due diligence.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and Transaction Identification","Names both parties and references the underlying agreement — purchase price, property address, or contract date — that the attorney approval clause attaches to.","This Attorney Approval Clause forms part of the Agreement of Purchase and Sale dated [DATE] between [BUYER FULL NAME] ('Buyer') and [SELLER FULL NAME] ('Seller') for the property located at [PROPERTY ADDRESS] at a purchase price of $[AMOUNT].","Failing to reference the specific underlying agreement by date and subject matter. If the clause is challenged, ambiguity about which transaction it governs can allow a party to argue it applies to a different version of the deal.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Attorney Review Period","Specifies the number of business days within which each party's attorney must complete their review and deliver any written response.","Each party shall have [X] business days from the date of execution of this Agreement ('Review Period') to have this Agreement reviewed by an attorney of their choosing.","Measuring the review period in calendar days rather than business days. A 3-calendar-day period that spans a long weekend can leave counsel with fewer than 24 hours of working time, effectively nullifying the protection.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Attorney Designation","Identifies or describes the attorney each party has retained to conduct the review, and provides notice details for delivering approvals or disapprovals.","Buyer's attorney: [ATTORNEY NAME], [FIRM NAME], [ADDRESS], [EMAIL]. Seller's attorney: [ATTORNEY NAME], [FIRM NAME], [ADDRESS], [EMAIL]. Notices shall be delivered in writing to the addresses above.","Leaving the attorney designation blank at signing on the assumption it can be filled in later. If a party cannot identify retained counsel within the review period, they may inadvertently waive the protection.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Approval Procedure","Describes what constitutes a valid approval — written notice, email confirmation, or signature on the agreement — and when silence or inaction is deemed approval.","If no Notice of Disapproval or Notice of Modification is delivered within the Review Period, this Agreement shall be deemed approved by the party whose attorney has not responded, and shall become fully binding on all parties.","Not specifying what happens if a party fails to respond. Without a deemed-approval provision, a non-responding party may later claim the review period never closed, leaving the contract in indefinite limbo.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Disapproval Procedure","Sets out the form and content required for a valid notice of disapproval, and the legal effect — typically rendering the agreement null and void with deposits returned.","A Notice of Disapproval must be delivered in writing by [ATTORNEY NAME] to the other party's attorney before the expiry of the Review Period. Upon timely delivery of a Notice of Disapproval, this Agreement shall be null and void and all deposits shall be returned to Buyer forthwith.","Allowing the party — rather than the attorney — to issue the notice of disapproval. This undermines the purpose of the clause and may allow a party to walk away from a deal for commercial, not legal, reasons.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Modification Procedure","Allows the reviewing attorney to propose specific changes to the agreement rather than an outright disapproval, and sets out the process for negotiating and accepting modifications.","A Notice of Modification shall specify each proposed amendment in sufficient detail for the other party to evaluate. The parties shall have [X] business days from delivery of the Notice of Modification to negotiate and agree on the modifications in writing. If no agreement is reached, either party may then deliver a Notice of Disapproval.","No time limit on modification negotiations. An open-ended modification process gives one party leverage to renegotiate the entire agreement under the guise of attorney review.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Scope of Review","Defines whether the attorney's review is limited to legal form and title matters, or extends to commercial terms such as price, warranties, and representations.","The attorney review contemplated by this clause is limited to the legal form and sufficiency of this Agreement and matters of title. The parties acknowledge that the purchase price and commercial terms have been negotiated independently and are not subject to modification under this clause.","Omitting a scope limitation entirely, which allows a party to use the attorney approval clause as a second bite at re-trading commercial terms they already agreed to.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Deposit and Escrow During Review Period","Addresses whether any deposit paid on signing is held in escrow and under what conditions it is released or returned during the review period.","Any deposit paid pursuant to this Agreement shall be held in escrow by [ESCROW AGENT] and shall not be released until either (a) the Review Period expires without a Notice of Disapproval, or (b) both parties execute a written waiver of the attorney approval contingency.","Releasing the deposit to the seller before the review period expires. If the buyer's attorney subsequently disapproves the agreement, recovering the deposit can require litigation.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Waiver of Attorney Review","Allows a party to voluntarily waive the review period in writing, making the agreement immediately binding without waiting for the period to lapse.","Either party may, by written notice to the other party's attorney, waive their right to attorney review at any time during the Review Period, whereupon this Agreement shall be immediately binding on the waiving party.","No waiver provision at all. Without one, parties cannot accelerate closing timelines even when both sides are satisfied with the terms and want to move quickly.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing Law and Notice Requirements","Specifies the jurisdiction whose law governs the clause and the methods by which notices of approval, disapproval, or modification must be delivered to be valid.","This clause shall be governed by the laws of [STATE/PROVINCE]. All notices under this clause shall be delivered by email with read receipt, courier, or hand delivery to the addresses stated in the Attorney Designation section. Notices are effective upon confirmed delivery.","Permitting notice by regular mail without a delivery confirmation requirement. A disapproval notice sent by regular mail that is lost or delayed can leave the review period lapsed and the contract fully binding against an unwilling party.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify the parties and reference the underlying agreement","Enter the full legal names of both parties and the precise details of the underlying agreement — date, subject matter (e.g., property address), and purchase price or contract value.","Use the same party names that appear in the main contract to prevent any argument that the attorney approval clause applies to a different agreement.",{"step":342,"title":343,"description":344,"tip":345},2,"Set the review period in business days","Enter the number of business days for each party's attorney to review the agreement. Three to five business days is standard for residential real estate; seven to ten business days is typical for commercial transactions.","If the transaction involves a public holiday or year-end period, increase the review period by two days to ensure counsel has adequate working time.",{"step":347,"title":348,"description":349,"tip":350},3,"Designate each party's attorney and notice details","Complete the attorney designation section with each attorney's full name, firm, address, and email before signing. If counsel has not yet been retained, note the deadline by which attorney details must be provided.","Include both email and a physical address for notices — courts in some jurisdictions still require delivery at a physical address for notice to be legally effective.",{"step":352,"title":353,"description":354,"tip":355},4,"Define the approval, disapproval, and modification procedures","Review the deemed-approval, disapproval, and modification provisions and confirm they reflect the parties' intent. Specify that only the designated attorney — not the party directly — may issue a notice of disapproval.","If the transaction is commercial, consider adding a cap on the number of modification rounds to prevent one party from using the clause to re-trade agreed terms.",{"step":357,"title":358,"description":359,"tip":360},5,"Confirm the scope of attorney review","Decide whether the review is limited to legal form and title, or whether it can extend to commercial terms. For most arm's-length negotiations, limiting scope to legal matters protects both parties' reliance on agreed commercial terms.","Real estate brokers strongly prefer a scope-limited clause — it prevents a party from using the attorney review window to reverse price negotiations after acceptance.",{"step":362,"title":363,"description":364,"tip":365},6,"Address deposit escrow during the review period","Confirm that any deposit paid on signing will be held in escrow until the review period closes. Name the escrow agent and the conditions for release or return.","Never agree to deposit release before the review period expires unless both parties simultaneously execute a written waiver of the attorney approval contingency.",{"step":367,"title":368,"description":369,"tip":370},7,"Obtain signatures before the underlying agreement takes effect","Both parties must execute the attorney approval clause — or the agreement incorporating it — before it can function as intended. A clause added after signing typically has no legal effect.","Use Business in a Box eSign to timestamp execution and retain a fully executed copy in BIB Drive before the review period begins running.",{"step":372,"title":373,"description":374,"tip":375},8,"Calendar the review period deadline immediately","Once signed, both parties and their attorneys should immediately calendar the exact expiry date and time of the review period to ensure no notice deadlines are missed.","Set a reminder 24 hours before the deadline. Missing the window by even one hour can result in deemed approval of terms that counsel intended to challenge.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Measuring the review period in calendar days","A 3-calendar-day window that falls over a weekend or public holiday can leave counsel with as little as one working day to complete a substantive legal review.","Always specify business days and confirm whether the jurisdiction's definition of business days excludes local public holidays as well as weekends.",{"mistake":382,"why_it_matters":383,"fix":384},"No deemed-approval provision for silence","Without a deemed-approval rule, a party whose attorney fails to respond before the deadline can later claim the review period never closed, leaving the contract's binding effect permanently uncertain.","Include an express provision stating that failure to deliver a notice of disapproval or modification before the deadline constitutes deemed approval and renders the agreement fully binding.",{"mistake":386,"why_it_matters":387,"fix":388},"Allowing parties — not attorneys — to issue disapproval notices","An attorney approval clause is designed to ensure a legally qualified professional — not the party — decides whether the legal form is acceptable. Allowing a party to self-issue disapproval converts the clause into an unconditional right to walk away.","Specify that only the designated attorney may issue a notice of disapproval or modification, and that any purported notice issued directly by a party is invalid.",{"mistake":390,"why_it_matters":391,"fix":392},"No scope limitation on what the attorney may review","Without a scope limitation, a party can instruct their attorney to disapprove commercially agreed terms — price, warranties, timelines — under the guise of legal review, effectively re-trading the deal after acceptance.","Add a clause confirming that attorney review is limited to legal form, title matters, and legal sufficiency, and that the commercially negotiated terms are not subject to modification under this clause.",{"mistake":394,"why_it_matters":395,"fix":396},"Releasing the deposit before the review period expires","If the buyer's attorney subsequently delivers a timely notice of disapproval and the deposit has already been released to the seller, the buyer faces a disputed recovery process rather than a clean return.","Require the escrow agent to hold all deposits until the review period expires without a notice of disapproval, or both parties deliver a written waiver.",{"mistake":398,"why_it_matters":399,"fix":400},"No time limit on modification negotiations","Open-ended modification negotiations give a reluctant party indefinite leverage to delay closing or extract concessions under the cover of attorney review.","Specify a fixed number of business days — typically three to five — within which modification negotiations must conclude, after which either party may issue a notice of disapproval.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is an attorney approval clause?","An attorney approval clause is a contractual provision that conditions a contract's full binding effect on written approval from each party's designated attorney within a defined review period. It is commonly used in real estate purchase agreements, commercial leases, and business acquisition contracts. The clause gives both parties a structured, time-limited window to have counsel review legal form and title matters before being irrevocably bound.\n",{"question":406,"answer":407},"How long is a typical attorney approval period?","Three to five business days is standard for residential real estate transactions in most US states and Canadian provinces. Commercial real estate and business acquisition agreements typically allow seven to ten business days to accommodate more complex review. The period should always be measured in business days to ensure counsel has adequate working time regardless of weekends or public holidays.\n",{"question":409,"answer":410},"What happens if an attorney does not respond within the review period?","In most well-drafted attorney approval clauses, failure to deliver a notice of disapproval or modification before the deadline constitutes deemed approval, and the agreement becomes fully binding. Without a deemed-approval provision, the legal status of the contract is ambiguous — which is why this provision is essential and should never be omitted.\n",{"question":412,"answer":413},"Can an attorney approval clause be used to re-negotiate the purchase price?","Not if the clause is properly scoped. A well-drafted attorney approval clause limits review to legal form, title matters, and legal sufficiency. Commercial terms — including purchase price — are negotiated independently and are not subject to modification under the clause. Parties that attempt to use the review window to reverse price negotiations risk being found in bad faith by a court.\n",{"question":415,"answer":416},"Is an attorney approval clause the same as a due diligence period?","No. A due diligence period is a broader investigation window during which a buyer examines financials, physical condition, title, and regulatory compliance before committing to proceed. An attorney approval clause is specifically and narrowly focused on the legal review of the contract itself. The two provisions can coexist in the same agreement and typically run concurrently.\n",{"question":418,"answer":419},"Do both parties need to have attorneys for the clause to function?","No. Either party may choose not to retain an attorney, in which case their review right is simply unused or waived. The clause protects each party independently. A party that elects not to exercise attorney review should ideally execute a written waiver to prevent any later argument that the review period never formally closed on their side.\n",{"question":421,"answer":422},"Is an attorney approval clause enforceable in all US states?","Attorney approval clauses are recognized and commonly used across the United States, but their enforceability and interpretation varies by state. New Jersey has particularly well-developed case law establishing that the right of disapproval must be exercised in good faith and cannot be used as a pretextual exit. In several states, standard form real estate contracts automatically include an attorney review period. Always confirm local practice before relying solely on a template.\n",{"question":424,"answer":425},"What is the difference between an attorney approval clause and a conditional offer?","A conditional offer makes a contract binding subject to a specific factual condition — financing approval, satisfactory inspection, or zoning clearance. An attorney approval clause suspends full binding effect pending legal review of the contract's form and terms, not a factual external event. Both are contingencies, but they operate on different triggers and timelines and are frequently used together in the same agreement.\n",{"question":427,"answer":428},"Should I still use a template if my attorney will draft the main contract?","Yes. When parties are signing a preliminary agreement, letter of intent, or offer form quickly — before the main contract is drafted — an attorney approval template protects both sides from inadvertently creating binding obligations before counsel has reviewed the final terms. The template can also serve as a standalone addendum when incorporating the clause into an existing form that does not already contain one.\n",[430,433,437,441],{"industry":141,"icon_asset_id":431,"specifics":432},"industry-real-estate","Attorney approval clauses are a standard feature of residential offer forms in states like New Jersey, New York, and Illinois, giving buyers and sellers three to five business days for legal review after offer acceptance.",{"industry":434,"icon_asset_id":435,"specifics":436},"Mergers and Acquisitions","industry-finance","In asset and share purchase transactions, attorney approval provisions allow buyers to sign a letter of intent quickly while preserving the right to have deal counsel review and approve definitive agreement terms before binding commitments attach.",{"industry":438,"icon_asset_id":439,"specifics":440},"Commercial Real Estate","industry-construction","Commercial leases and purchase agreements routinely include extended attorney review periods of seven to ten business days, covering title, zoning, permitted use, and assignment restrictions in addition to legal form.",{"industry":442,"icon_asset_id":443,"specifics":444},"Professional Services","industry-professional-services","High-value service contracts between agencies, consultants, and enterprise clients frequently include attorney approval clauses to ensure both parties' counsel can review indemnification, IP ownership, and liability cap provisions before the engagement begins.",[446,449,453,456],{"vs":235,"vs_template_id":447,"summary":448},"letter-of-intent-D12715","A letter of intent outlines the key terms of a proposed transaction and is typically non-binding, except for specific provisions like exclusivity and confidentiality. An attorney approval clause is attached to an already-signed agreement to delay full binding effect pending legal review. Use a letter of intent for early-stage negotiations; add an attorney approval clause once the parties are ready to execute a more formal document.",{"vs":450,"vs_template_id":451,"summary":452},"Due Diligence Checklist","due-diligence-checklist-D1207","A due diligence checklist guides a buyer through a broad investigation of financials, operations, title, and compliance before closing. An attorney approval clause is a contract provision specifically focused on legal review of the agreement's form and terms. Both are used in the same transaction for different purposes and typically run concurrently.",{"vs":150,"vs_template_id":454,"summary":455},"settlement-agreement-D12791","A settlement agreement resolves an existing dispute and is fully binding once executed. An attorney approval clause is a precondition to binding effect — it prevents the agreement from becoming enforceable until legal review is complete. Settlement agreements sometimes incorporate an attorney review period, but their primary function is dispute resolution, not conditional execution.",{"vs":102,"vs_template_id":457,"summary":458},"asset-purchase-agreement-D170","An asset purchase agreement is the comprehensive definitive contract governing an acquisition of business assets, with all representations, warranties, and closing conditions fully negotiated. An attorney approval clause is a simpler protective mechanism attached to an earlier or preliminary agreement. Once the asset purchase agreement is executed, the attorney review contingency has typically already been satisfied or waived.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Standard residential real estate transactions and low-to-mid-value commercial contracts where the review period structure is straightforward","Free","15–30 minutes to complete and execute",{"best_for":465,"cost":466,"time":467},"Commercial real estate transactions, business acquisitions up to $1M, or any deal where the scope of review and modification procedures need tailoring","$300–$800 for a one-hour attorney review and redline","1–2 business days",{"best_for":469,"cost":470,"time":471},"Complex M&A transactions, multi-party agreements, cross-border deals, or situations where attorney approval is one of several interlocking contingencies","$1,500–$5,000+","3–7 business days",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","Attorney approval clauses are most firmly established in New Jersey, where the New Jersey Supreme Court recognized a mandatory three-business-day attorney review period for residential real estate transactions in Conley v. Guerrero. New York, Illinois, and several other states also use attorney review provisions routinely in residential contracts. Enforceability is generally strong when the clause is clearly drafted and disapproval is exercised in good faith — courts have voided disapprovals found to be pretextual. Check your state's standard real estate contract forms, as some already include a built-in review period.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Attorney review periods are used in Canadian real estate and commercial transactions but are not mandated by statute in most provinces. In Ontario, Quebec, and British Columbia, legal review conditions are negotiated between parties and included as express conditions in the agreement. Quebec civil law practice differs from common-law provinces and French-language documentation requirements apply in provincially regulated transactions. Canadian courts generally enforce attorney approval clauses that are clearly worded, with failure to timely disapprove treated as deemed acceptance.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","English law real estate transactions operate under a 'subject to contract' framework that delays binding effect until exchange of contracts — making a standalone attorney approval clause less common than in North America. However, equivalent solicitor review provisions appear in commercial contracts and business acquisition agreements. Scottish law operates under different conveyancing rules, and missives become binding earlier in the process, making solicitor approval clauses more relevant in Scottish transactions.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","Civil law jurisdictions across the EU — including France, Germany, Spain, and the Netherlands — typically use notarial procedures and mandatory cooling-off periods in real estate transactions, reducing the need for a standalone attorney approval clause. However, attorney review provisions are used in cross-border M&A and commercial contracts governed by English or New York law. GDPR considerations arise when attorney approval clauses include personal data of the parties — ensure notice provisions comply with applicable data processing requirements.",[236,232,240,243,246,249,494,495,496,497,498,499],"checklist-customer-due-diligence-D13916","non-disclosure-agreement-nda-D12692","purchase-order-D1411","real-estate-purchase-agreement-D13234","indemnification-agreement-D13016","contract-addendum-D13172",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":96,"secondary_folder":502,"document_type":503,"industry":504,"business_stage":505,"tags":506,"confidence":511},"terms-and-warranties","agreement","general","all-stages",[507,508,509,510],"attorney-approval","contract-clause","legal-review","conditional-enforceability",0.92,"\u003Ch2>What is an Attorney Approval?\u003C/h2>\n\u003Cp>An \u003Cstrong>Attorney Approval\u003C/strong> is a legally binding clause or standalone document that conditions the enforceability of a signed agreement on the written approval of each party's designated attorney within a defined review period — typically three to ten business days. Rather than delaying signing while counsel conducts a full review, it allows parties to execute a preliminary agreement or offer immediately while preserving a structured window for legal scrutiny. If an attorney disapproves the agreement within the review period, the contract is rendered null and void and any deposit is returned; if no disapproval is issued, the agreement becomes fully binding by deemed approval when the period expires.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without an attorney approval clause, signing any preliminary agreement — a real estate offer, a letter of intent, or a commercial contract — creates immediate binding obligations before counsel has had any opportunity to identify problematic indemnification terms, missing title protections, or unenforceable restrictions. The consequences of omitting this safeguard are concrete: buyers have been held to purchase prices they could not finance because an inspection clause was poorly drafted; tenants have been bound to lease terms with no assignment rights that later prevented a business sale; founders have signed IP assignment provisions that transferred ownership of pre-existing technology. A properly drafted attorney approval clause costs nothing to include and provides a clean, time-limited exit if counsel identifies a problem — while ensuring that a deal both parties genuinely want proceeds on schedule when no issues are found.\u003C/p>\n",1779808867566]