As mentioned earlier, these are just some of the terms of a standard pharmacy sales contract. Each transaction is different and each pharmacy agreement is tailored to the transaction. If you feel overwhelmed by reading, don`t worry, because your lawyer will get you through everything. As a general rule, you have already discussed the basic terms of buying a business with the seller before having a meeting with your lawyer. But you should exercise caution in informal discussions about the deal, purchase price or otherwise, as the actual framework of the transaction is formally defined in a letter of intent (“LOI”) between you and the seller. Before proceeding, you should consider a number of important steps, from negotiating the purchase price to the purchase transaction to the purchase structure (purchase of assets or shares). It is also important to note that as a buyer, depending on the structure of the transaction, you can assume the contractual obligations and commitments of the pharmacy you buy, so you need to know exactly what these are before entering into an agreement. The legal example Instruments of Sale is provided for discussion only through the National Community Pharmacists Association (NCPA) Ownership Business Tools Website and not legal advice from Brown and Fortunato Law Firm or NCPA. Talk to a qualified business lawyer to help you navigate your pharmacy`s sales process. If you buy the pharmacy`s shares, you should check the annual accounts with your accountants and check the minutes book with your lawyer.
You can buy the business in person, through a business or through a partnership. If you have multiple shareholders in your company, we advise you to approve a shareholder pact unanimously that governs the decision and operating requirements of your business. If you are partnering with someone else to purchase this pharmacy, we advise you to accept a partnership agreement to meet the decision and operational requirements of your partnership. In this context, each pharmacy purchase contract is different and is handled by the seller`s and the buyer`s lawyers. At a very high level, here are 20 key sections in each pharmacy asset purchase contract: We are ok to give the buyer this advantage, because there really isn`t much to negotiate in this pharmacy of assets purhase agreements. All conditions are disclosed in the Memorandum of Understanding, and virtually 100% of the Asset Purchase Agreement is the standard language used when buying and selling any type of business, pharmacy or not. In fact, I believe that the contract for the sale of assets from one transaction to another is similar to 95%, with the remaining 5% being related to specific risks or opportunities of a pharmacy. When a pharmacy owner sells his pharmacy, part of what he sells is the “good will” of the company or the reputation of the specialized product or service that attracts patients there, and the habits they have, that they can continue to bring to it. Without a non-competition clause, the owner would be free to cross the street and immediately open a competing pharmacy. The non-compete agreement protects the purchaser of the pharmacy by inserting such a provision into the pharmacy`s purchase contract. On that date, the seller will provide you and your advisors with various documents relating to business transactions.
These include company documents, contracts, employment contracts and annual accounts.