Business Sale Agreement  

This Business Sale Agreement (“Agreement”) is entered into on [Date], by and between: 

• Seller: [Full Legal Name / Company Name], with a principal place of business at [Address], hereinafter referred to as the “Seller.” 

• Buyer: [Full Legal Name / Company Name], with a principal place of business at [Address], hereinafter referred to as the “Buyer.” 

The Seller and the Buyer may be referred to individually as a “Party” and collectively as the “Parties.” 

1. Sale and Purchase of Business 

1.1. Business Description 

The Seller agrees to sell, and the Buyer agrees to purchase, the business operating under the name [Business Name], located at [Business Address]. This includes all tangible and intangible assets specifically listed in Schedule A (attached). 

1.2. Purchase Price 

The total purchase price for the Business is $[Amount], payable by the Buyer as follows: 

• Deposit of $[Amount] upon signing this Agreement. 

• Remaining balance of $[Amount] on or before [Closing Date]. 

(Adjust payment structure as needed: lump sum, installments, financing, etc.) 

2. Assets and Liabilities  

2.1. Included Assets 

[List equipment, inventory, intellectual property, licenses, customer lists, goodwill, etc.] 

2.2. Excluded Assets 

[List any assets not included in the sale.] 

2.3. Assumption of Liabilities (If Any) 

Specify whether the Buyer assumes certain liabilities or whether the Seller retains all debts, taxes, etc. 

3. Representations and Warranties 

• Seller’s Warranties: The Seller has the authority to sell the Business, and the Business is free of undisclosed liens or encumbrances. 

• Buyer’s Warranties: The Buyer has the financial capacity to complete the purchase. 

(Adjust for additional warranties as necessary.) 

4. Closing 

4.1. Closing Date 

The Closing shall take place on [Date], or at another time mutually agreed in writing. 

4.2. Deliverables 

At Closing, the Seller shall deliver all necessary documents (bills of sale, assignments, transfer of permits/licenses, etc.), and the Buyer shall deliver the remaining Purchase Price. 

5. Non-Competition (Optional)  

The Seller agrees not to engage in a competing business within [Geographic Area] for [Term of Years]. 

6. Governing Law and Dispute Resolution 

This Agreement is governed by the laws of [State]. Any dispute shall be resolved in the courts of [County], [State], unless otherwise agreed. 

7. Entire Agreement 

This Agreement, including any attached Schedules, constitutes the entire understanding between the Parties regarding this transaction. No modification is valid unless in writing and signed by both Parties. 

Signatures 

Seller: 

Signature: _______________________   Date: _________ 

Name/Title: ______________________ 

Buyer: 

Signature: _______________________   Date: _________ 

Name/Title: ______________________