Personal liability (optional clause)

Personal liability (optional clause)

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This document is an optional clause which can be inserted into business sale agreement.

It is common in business sale agreements for the vendor to protect its employees from claims that the purchaser might bring against the employees. For example, this may occur where the purchaser believes that it has suffered damages as a result of a misleading or deceptive comment made by one of the vendor’s employees.

Using this precedent

This document clause can be used in a business sale agreement. It can also be inserted into the separate documents “Business sale agreement – sale of assets (short form)” and “Business sale agreement – sale of shares (short form)”.

When inserting this optional clause into an agreement, care must be taken to ensure that the agreement remains consistent. Cross-references, definitions and schedules should all be checked.

This document has been authored for Lexis Nexis by Elise Margow, Principal, Legally Speaking.

This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.