Business Transfer / Takeover Agreement Template

Business Transfer / Takeover Agreement Template

This Business Transfer / Takeover Agreement (“Agreement”) is made as of [Date of Agreement].

1. Parties

Seller:
Full Legal Name: [Seller Full Legal Name]
Business Name (if any): [Seller Business Name]
Entity Type: [Sole Proprietor / Corporation / LLC / Partnership / Other]
Registration / Company Number: [Registration Number]
Address: [Seller Address]
Phone: [Seller Phone Number]
Email: [Seller Email Address]

Buyer:
Full Legal Name: [Buyer Full Legal Name]
Business Name (if any): [Buyer Business Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Registration / Company Number: [Registration Number]
Address: [Buyer Address]
Phone: [Buyer Phone Number]
Email: [Buyer Email Address]

2. Business and Premises

Business Name: [Business Trading Name]
Business Description: [Brief Description of Business Activities]

Trading Address: [Business Trading Address]
Additional Locations (if any): [Additional Locations]

The business described above, together with the assets and goodwill transferred under this Agreement, is referred to as the “Business.”

3. Transfer of Business and Assets

3.1 Transfer

On the Completion Date (defined in Section 7), Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, the Business as a going concern, including the assets and interests listed in this Section 3.

3.2 Included Assets

The following assets are included in the sale (the “Assets”):

• Business name and trading style: [Details]

• Goodwill of the Business, including reputation and customer relationships

• Tangible assets: [Machinery, Equipment, Furniture, Fixtures, Inventory, Vehicles]

• Intellectual property: [Trademarks, Trade Names, Logos, Domain Names, Social Media Accounts, Software Licenses]

• Contracts and agreements expressly assigned to Buyer: [Key Customer Contracts, Supplier Agreements, Lease Agreements]

• Licenses and permits that can be lawfully transferred: [List or description]

• Other assets: [Any additional assets included]

3.3 Excluded Assets

The following assets are not part of the sale and remain with Seller (the “Excluded Assets”):

• Cash in bank accounts of Seller (unless otherwise stated)

• Personal items of Seller: [Description]

• Any vehicles, equipment, or property expressly excluded: [Description]

• Any assets not specifically listed as included in this Agreement

4. Purchase Price and Payment Terms

4.1 Purchase Price

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

Purchase Price: [Purchase Price Amount and Currency]

4.2 Payment Terms

The Purchase Price will be paid as follows:

Amount Paid on Signing (Deposit): [Deposit Amount and Currency]
Deposit Due Date: [Deposit Due Date]

Amount Paid on Completion: [Completion Amount and Currency]
Completion Payment Date: [Completion Date]

Deferred or Installment Payments (if any):

Deferred Amount: [Deferred Amount and Currency]
Payment Schedule: [Payment Dates and Amounts]
Interest (if any): [Interest Rate or “None”]

4.3 Adjustments

Any agreed adjustments to the Purchase Price (for example, for inventory levels or working capital) will be described here:

Price Adjustment Method: [Description of any adjustment mechanisms]

5. Assumed and Excluded Liabilities

5.1 Assumed Liabilities

Buyer will assume only the following liabilities of the Business (the “Assumed Liabilities”):

• Liabilities expressly listed in this Section: [Description of Assumed Liabilities]

• Obligations under contracts and leases that are assigned to and accepted by Buyer: [Description]

5.2 Excluded Liabilities

All other liabilities of Seller remain the sole responsibility of Seller, including without limitation:

• Any loans, overdrafts, or other debts of Seller not expressly assumed

• Taxes relating to periods ending on or before the Completion Date, except as otherwise agreed

• Liabilities arising from past acts or omissions of Seller before the Completion Date that are not expressly assumed

• Any claims, disputes, or proceedings against Seller not expressly assumed

6. Employees and Transfer of Staff

The parties acknowledge the following regarding employees of the Business:

Employees Transferred to Buyer: [List of Employees, if any]
Employees Retained or Terminated by Seller: [Description]

For each transferring employee, Buyer and Seller will agree on:

• Transfer date: [Date]

• Recognition of service: [Yes / No or Description]

• Responsibility for accrued wages, vacation, and benefits: [Allocation]

The parties will comply with any applicable laws concerning the transfer of employees, notice, consultation, and employee rights.

7. Completion and Handover

7.1 Completion Date

The sale and transfer of the Business will be completed on:

Completion Date: [Completion Date]

7.2 Actions at Completion

On the Completion Date:

• Seller will deliver to Buyer possession and control of the Business and the Assets.

• Buyer will pay the completion portion of the Purchase Price in the manner stated in Section 4.

• The parties will sign any assignments, transfer forms, or notices needed to transfer Assets, contracts, licenses, and registrations.

8. Seller’s Warranties

Seller gives the following warranties to Buyer as of the date of this Agreement and as of the Completion Date, unless stated otherwise:

• Seller has full right, power, and authority to sell the Business and the Assets under this Agreement.

• Seller is the legal owner of the Assets being sold, free of liens and encumbrances, except as disclosed to Buyer.

• The information about the Business provided by Seller to Buyer is, to Seller’s knowledge, accurate in all material respects.

• There are no known pending legal actions or claims against the Business or the Assets that have not been disclosed to Buyer.

• The Business has been operated in the ordinary course up to the Completion Date, subject to any agreed changes.

9. Buyer’s Warranties

Buyer gives the following warranties to Seller:

• Buyer has full power and authority to enter into this Agreement and to complete the purchase of the Business.

• Buyer has, or will have at Completion, the funds necessary to pay the Purchase Price as required by this Agreement.

10. Pre-Completion Conduct of Business

Between the date of this Agreement and the Completion Date, Seller will:

• Operate the Business in the ordinary course and maintain its assets in reasonable working order.

• Not dispose of any material Assets, except in the ordinary course or with Buyer’s written consent.

• Not enter into or terminate any material contracts affecting the Business without Buyer’s written consent.

11. Non-Compete and Non-Solicitation

For the period and in the area stated below, Seller will not compete with the Business sold to Buyer:

Restricted Period: [Number of Years or Months After Completion Date]
Restricted Territory: [Cities / Regions / Countries]

During the Restricted Period and within the Restricted Territory, Seller will not:

• Own, manage, or operate a business that is substantially similar to the Business;

• Intentionally solicit customers of the Business for competing products or services;

• Intentionally solicit employees of the Business to leave their employment with Buyer.

12. Confidentiality

Seller will not disclose or use for any competing purpose any confidential information about the Business that is not generally available to the public, except as required by law or as agreed in writing by Buyer.

Buyer will keep confidential any sensitive information received from Seller that is not part of the Business or Assets being transferred, except as required by law.

13. Taxes and Costs

Seller will be responsible for taxes relating to the operation of the Business up to and including the Completion Date, except as otherwise agreed.

Buyer will be responsible for taxes relating to the operation of the Business after the Completion Date.

Each party will bear its own legal, accounting, and advisory costs in connection with this Agreement and the transfer of the Business, unless stated otherwise:

Cost Allocation: [Description or “Each party pays its own costs.”]

14. Notices

Any notice under this Agreement must be in writing and sent to the addresses stated in Section 1, or to any updated address notified in writing.

Notice Method: [Personal Delivery / Courier / Registered Mail / Email]

15. Governing Law and Disputes

This Agreement is governed by the laws of:

Governing Law: [State/Province, Country]

Any disputes arising out of or relating to this Agreement will be handled according to the laws and courts of the jurisdiction stated above, unless the parties agree in writing to another method of dispute resolution.

16. Entire Agreement and Amendments

This Agreement sets out the entire understanding between the parties regarding the sale and transfer of the Business and replaces any earlier written or oral agreements on the same subject.

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

17. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign to an affiliate or financing entity if the agreement continues to protect Seller’s interests.

18. Severability

If any part of this Agreement is found invalid or unenforceable, the remaining parts will continue in full force as far as allowed by law.

Signatures

Seller:
Signature: _______________________________
Printed Name: [Seller Full Legal Name]
Title (if applicable): [Title]
Date: [Date]

Buyer:
Signature: _______________________________
Printed Name: [Buyer Full Legal Name]
Title (if applicable): [Title]
Date: [Date]

Witnesses (If Used)

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

Witness 2:
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date]

Notary Acknowledgment (If Required)

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

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

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