Business Sale/Purchase Agreement Template

Business Sale/Purchase Agreement Template

This Business Sale/Purchase Agreement (“Agreement”) is made as of [Effective Date].

1. Parties

Seller
Legal Name: [Seller Legal Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Registration / Company Number: [Seller Registration/Company Number]
Registered Address: [Seller Registered Address]
Mailing Address (if different): [Seller Mailing Address]
Email: [Seller Email Address]
Phone: [Seller Phone Number]

Buyer
Legal Name: [Buyer Legal Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Registration / Company Number: [Buyer Registration/Company Number]
Registered Address: [Buyer Registered Address]
Mailing Address (if different): [Buyer Mailing Address]
Email: [Buyer Email Address]
Phone: [Buyer Phone Number]

2. Business and Transaction Overview

2.1 Business

The business that is the subject of this Agreement (the “Business”) operates under the name:

Business Name: [Business Name]
Business Address: [Business Address]
Business Description: [Short Description of Business Activities]

2.2 Structure of Transaction

Subject to the terms of this Agreement, Seller agrees to sell and Buyer agrees to purchase the Assets (defined in Section 3) used in or related to the Business, and Buyer may assume certain Liabilities (defined in Section 4), as an asset sale.

3. Assets Being Sold

3.1 Included Assets

Seller sells, assigns, transfers, and delivers to Buyer all of Seller’s right, title, and interest in and to the following assets of the Business (collectively, the “Assets”):

• Tangible assets, including equipment, machinery, tools, furniture, fixtures, computers, and office equipment.

• Inventory, stock-in-trade, raw materials, work-in-progress, and finished goods.

• Intellectual property used in the Business, including trade names, logos, trademarks, copyrights, and domain names, to the extent owned by Seller.

• Customer lists, supplier lists, pricing lists, marketing materials, and goodwill associated with the Business.

• Telephone numbers, email addresses, and website(s) used primarily for the Business.

• Other assets of the Business described here: [Additional Included Assets].

3.2 Excluded Assets

The following items are not included in the sale and remain the property of Seller (the “Excluded Assets”):

• Cash on hand and in bank accounts.

• Accounts receivable, unless specifically listed as included.

• Personal items and property not used primarily in the Business.

• Any assets listed here as excluded: [List Excluded Assets].

• Any other asset not expressly listed as included in Section 3.1.

4. Liabilities

4.1 Assumed Liabilities

Buyer will assume and be responsible for only the following specific liabilities of the Business (the “Assumed Liabilities”):

• Obligations under contracts that Buyer agrees in writing to assume.

• Other Assumed Liabilities described here: [List Assumed Liabilities].

4.2 Excluded Liabilities

Except for the Assumed Liabilities, Buyer does not assume and will not be responsible for any other liabilities of Seller or the Business, including:

• Taxes owed by Seller for periods before the Closing Date.

• Debts, loans, or credit obligations of Seller not expressly assumed.

• Claims, lawsuits, or fines arising from events before the Closing Date.

• Any other liabilities listed here as excluded: [List Excluded Liabilities].

5. Purchase Price and Payment

5.1 Purchase Price

The total purchase price for the Assets (the “Purchase Price”) is:

Purchase Price: [Purchase Price Amount and Currency]

5.2 Allocation of Purchase Price

The Purchase Price will be allocated among the Assets as follows (or as agreed separately in writing):

• Tangible assets: [Amount]

• Inventory: [Amount]

• Intangible assets and goodwill: [Amount]

• Other: [Amount / Description]

5.3 Payment Terms

The Purchase Price will be paid as follows:

• Deposit: [Deposit Amount and Due Date]

• Balance at Closing: [Balance Amount and Payment Method]

• Any deferred or installment payments: [Installment Amounts, Dates, and Terms].

6. Closing

6.1 Closing Date and Place

The closing of the transactions contemplated by this Agreement (the “Closing”) will take place on:

Closing Date: [Closing Date]
Closing Location or Method: [Location or “Remotely by electronic exchange of documents”]

6.2 Deliveries by Seller at Closing

At Closing, Seller will deliver to Buyer:

• A bill of sale and assignment of Assets.

• Assignments or consents for any contracts, leases, or intellectual property being transferred.

• Keys, access codes, passwords, and other access details for the Business premises and systems.

• Any other documents reasonably required to transfer the Assets as agreed: [Additional Seller Deliveries].

6.3 Deliveries by Buyer at Closing

At Closing, Buyer will deliver to Seller:

• The portion of the Purchase Price due at Closing.

• Any assumption agreements for Assumed Liabilities, if required.

• Any other documents reasonably required to complete the transaction: [Additional Buyer Deliveries].

7. Pre-Closing Covenants

Between the Effective Date and the Closing Date, Seller will:

• Operate the Business in the ordinary course, consistent with past practice.

• Preserve the Business’s relationships with key customers, suppliers, and employees where reasonably possible.

• Not sell, pledge, or otherwise dispose of material Assets (except in the ordinary course) without Buyer’s consent.

• Inform Buyer of any significant changes or events affecting the Business or Assets.

8. Seller’s Representations and Warranties

Seller represents and warrants to Buyer, as of the Effective Date and the Closing Date, that:

• Seller has the power and authority to enter into this Agreement and to sell the Assets.

• Seller is the legal owner of the Assets being sold, free and clear of liens and encumbrances, except as disclosed in writing.

• To Seller’s knowledge, the Business has been operated in material compliance with applicable laws and regulations.

• No consent or approval (other than those disclosed in writing) is required for Seller to transfer the Assets.

• There is no pending claim or proceeding that would prevent Seller from entering into this Agreement or materially impair the Business or Assets, except as disclosed.

Additional representations (if any): [Additional Seller Representations].

9. Buyer’s Representations and Warranties

Buyer represents and warrants to Seller, as of the Effective Date and the Closing Date, that:

• Buyer has the power and authority to enter into this Agreement and to purchase the Assets.

• This Agreement is a valid and binding obligation of Buyer.

• Buyer has or will have sufficient funds or financing available to pay the Purchase Price on the terms set out in this Agreement.

Additional representations (if any): [Additional Buyer Representations].

10. Employees and Contracts (If Applicable)

10.1 Employees

If Buyer intends to offer employment to certain employees of the Business, the basic approach is:

• Employees who receive and accept offers from Buyer will become employees of Buyer from the Closing Date under Buyer’s terms.

• Seller remains responsible for all wages, benefits, and obligations related to employees for periods before the Closing Date, unless otherwise agreed.

Employee transfer details (if any): [Employee Transfer Details].

10.2 Contracts, Leases, and Licenses

Contracts, leases, and licenses that Buyer agrees to assume are listed here or in an attached schedule:

Assumed Contracts/Leases/Licenses: [List or Reference to Schedule].

Seller will cooperate with Buyer in seeking required consents for assignment or novation, but this Agreement does not guarantee that any third party will grant consent.

11. Taxes and Adjustments

11.1 Transfer Taxes

Any transfer, sales, or similar taxes payable in connection with the sale of the Assets will be paid by:

Responsibility for Transfer Taxes: [Seller / Buyer / Shared (describe)].

11.2 Prorations

The following recurring items will be prorated as of the Closing Date, to the extent applicable:

• Rent and utilities.

• Property taxes.

• Service contracts and prepaid expenses.

• Other items agreed by the parties.

Proration Method: [Description of Proration Method].

12. Indemnification (Basic Structure)

12.1 Seller Indemnity

Seller will indemnify and hold Buyer harmless from losses, damages, and reasonable costs arising from:

• Breach of Seller’s representations, warranties, or covenants in this Agreement.

• Excluded Liabilities.

• Ownership or operation of the Business by Seller before the Closing Date, except to the extent expressly assumed by Buyer.

12.2 Buyer Indemnity

Buyer will indemnify and hold Seller harmless from losses, damages, and reasonable costs arising from:

• Breach of Buyer’s representations, warranties, or covenants in this Agreement.

• Assumed Liabilities.

• Ownership or operation of the Business by Buyer on or after the Closing Date.

13. Confidentiality and Announcements

13.1 Confidentiality

The parties will keep the terms of this Agreement and any non-public information received about the other party’s business confidential, except as required by law, professional advisors, or agreed announcements.

13.2 Public Announcements

Any public announcement about this transaction will be agreed between the parties in advance, unless disclosure is required by law or regulation.

14. Non-Competition and Non-Solicitation (Optional)

If the parties agree, Seller may be restricted from competing with the Business for a limited period and within a defined area, subject to applicable law.

Non-Competition Terms (if agreed): [Non-Compete Scope, Territory, Duration].

Non-Solicitation of customers or employees (if agreed): [Non-Solicitation Scope and Duration].

15. Governing Law and Dispute Resolution

15.1 Governing Law

Governing Law: [State/Province, Country]

15.2 Dispute Resolution

Dispute Resolution Method: [Courts of specified jurisdiction / Arbitration under specified rules].

16. Miscellaneous

16.1 Entire Agreement

This Agreement, together with any schedules or documents referred to in it, contains the entire understanding between the parties regarding the sale and purchase of the Business Assets and replaces all prior written or oral understandings on this subject.

16.2 Amendments

Any change to this Agreement must be in writing and signed by both Seller and Buyer.

16.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor that assumes all obligations under this Agreement.

16.4 Notices

Any notice under this Agreement must be in writing and sent to the addresses or email addresses set out in Section 1 (or any updated address notified in writing).

17. Schedules and Exhibits (If Used)

If the parties choose to attach schedules or exhibits, they may include:

• Schedule 1 – List of Included Assets

• Schedule 2 – Excluded Assets

• Schedule 3 – Assumed and Excluded Liabilities

• Schedule 4 – Assumed Contracts and Leases

• Schedule 5 – Allocation of Purchase Price

Signatures

Seller:
Signature: _______________________________
Printed Name: [Seller Signatory Name]
Title (if signing for an entity): [Seller Signatory Title]
Date: [Date Signed by Seller]

Buyer:
Signature: _______________________________
Printed Name: [Buyer Signatory Name]
Title (if signing for an entity): [Buyer Signatory Title]
Date: [Date Signed by Buyer]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Seller Signatory Name] and [Buyer Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Business Sale/Purchase Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐