Introducing Referent – AI-native practice management software for modern law firms.
Explore ReferentThis 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.”
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).
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.)
[List equipment, inventory, intellectual property, licenses, customer lists, goodwill, etc.]
[List any assets not included in the sale.]
Specify whether the Buyer assumes certain liabilities or whether the Seller retains all debts, taxes, etc.
• 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.)
The Closing shall take place on [Date], or at another time mutually agreed in writing.
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.
The Seller agrees not to engage in a competing business within [Geographic Area] for [Term of Years].
This Agreement is governed by the laws of [State]. Any dispute shall be resolved in the courts of [County], [State], unless otherwise agreed.
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.
Seller:
Signature: _______________________ Date: _________
Name/Title: ______________________
Buyer:
Each template already follows legal structure and best practices.
The agreement is automatically filled and adapted to your inputs.
Check the generated document, make edits if needed, and download a ready-to-use agreement.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Frequently asked
A business sale agreement is a legally binding contract that defines the terms under which a business is sold from one party to another. It includes the transfer of assets and liabilities, the purchase price, payment schedule, and any transitional arrangements between the buyer and seller.
It provides legal clarity by outlining the rights, obligations, and expectations of both parties. By listing the specific assets, debts, and conditions included in the sale, it reduces the risk of misunderstandings and protects both the buyer and seller from future disputes.
You should use a business sale agreement whenever buying or selling an existing business, regardless of size or industry. It is particularly important in transactions involving significant assets, intellectual property, or ongoing customer contracts, as it ensures all terms are documented and enforceable.
Include a detailed list of assets and liabilities, payment terms, any conditions that must be met before closing, warranties, non-compete provisions, and plans for transition support. Conclude with the signatures of all parties involved to make the agreement legally binding.
Use our AI-powered generator to quickly produce a customized, legally sound business sale agreement — tailored to your deal and jurisdiction.
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