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; Business Description

Seller agrees to sell, and Buyer agrees to purchase, the business known as [Business Name] at [Business Address]. The sale includes the tangible and intangible assets listed in Schedule A.

2. Purchase Price and Payment Structure

The total purchase price is $[Amount]. Buyer shall pay: deposit $[Amount] at signing; balance $[Amount] at Closing on [Closing Date]. If applicable, financing terms, installment schedules, or holdbacks are detailed in Schedule B.

3. Working Capital and Inventory Adjustment (if any)

At Closing, the parties may adjust the purchase price for target working capital and inventory levels defined in Schedule C. Any post‑closing true‑up will be calculated within [X] days with supporting statements.

4. Assets Included / Excluded

Included assets: [equipment, inventory, IP, licenses, customer lists, domain names, social accounts, goodwill]. Excluded assets (if any) are listed in Schedule D.

5. Assumed and Retained Liabilities

Buyer assumes only those liabilities expressly identified in Schedule E. All other debts, taxes, and obligations remain the responsibility of Seller unless otherwise stated.

6. Transition Services and Knowledge Transfer

For [X] weeks after Closing, Seller will provide reasonable transition support (e.g., training, introductions, process handover) on a mutually agreed schedule. Any fees or expense reimbursements are set out in Schedule F.

7. Intellectual Property; Data and Accounts

Seller will assign trademarks, copyrights, domain names, and software licenses as listed in Schedule A. Administrative access to digital assets and data will transfer at Closing with credentials delivered securely.

8. Employees and Contractors (if applicable)

Buyer may extend offers to selected employees at its discretion. Seller remains responsible for pre‑Closing wages and benefits; Buyer is responsible for post‑Closing obligations to hired personnel.

9. Consents; Third‑Party Contracts

The parties will coordinate to obtain any third‑party consents or assignments identified in Schedule G. Failure to obtain a specific consent will be handled via reasonable interim arrangements.

10. Representations and Warranties

Seller represents it has authority to sell and that the business is free of undisclosed liens. Buyer represents it has the financial capacity to complete the purchase. Additional reps/warranties may be listed in Schedule H.

11. Indemnification and Escrow (if used)

Each Party agrees to indemnify the other for breaches of this Agreement. If applicable, an escrow of $[Amount] will be held for [X] months solely to satisfy eligible claims.

12. Non‑Competition and Non‑Solicitation (optional)

For [Term] after Closing, Seller will not engage in a competing business within [Geographic Area] and will not solicit customers or employees listed in Schedule A.

13. Closing; Deliverables

At Closing, Seller will deliver bills of sale, IP assignments, and access credentials; Buyer will deliver the balance of the Purchase Price. Closing will occur on [Closing Date] or another agreed date.

14. Governing Law; Dispute Resolution

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

15. Entire Agreement

This Agreement, including Schedules A–H, constitutes the entire understanding between the Parties and may be amended only in a signed writing.

Signatures

Seller:
Signature: _______________________   Date: __________
Name/Title: ______________________

Buyer:
Signature: _______________________   Date: __________
Name/Title: ______________________