Template for sale of business contract

A good Business Sale Agreement will have all of the details of the parties transaction written down, including, but not limited to obligations of the buyer and seller, employee transfer information, and what happens if the sale fails to go through. This document can be used for a seller getting ready to enter into a relationship with a buyer to transfer a business, or for a buyer looking to purchase a business and needing an agreement to memorize that.

In this document, pertinent identifying details will be entered, such as whether the parties are individuals or businesses most often, in Business Sale Agreements, it is a company selling to a company, but of course, individuals may sell off their businesses, as well , and their respective addresses and contact information. The user will also input the most important characteristics of the agreement between the parties, like a description of how the sale will be structured, price information, and covenants or promises of the parties.

This Business Sale Agreement will help cover everything that needs to be addressed before the sale of the business goes through. When this document is filled out, it should be printed and signed by the relevant parties , then retained by each signatory. Business Sale Agreements in the United States are generally subject to specific state laws, but may also be governed by the SEC, Securities and Exchange Commission, which oversees stock transactions in the United States.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it. Deliver all Assets to the Buyer in the same condition as they were when Buyer agreed to purchase. The Assets will have no liens or other encumbrances other than to the Buyer. Deliver the Assets in the manner that the Buyer has requested.

Assist the Buyer in perfecting registration, recording, or other filings including real estate filings that are required in transferring the Business and the Assets of the business. Conditions Precedent If either party fails to fulfill the obligations within this business purchase Agreement by the appointed dates, this Agreement will become void and all deposits and funds will be returned to the paying party.

Governing Law This purchase of business Agreement will be governed in all respects by the state laws of [State] , [Country] and any applicable law of the federal government of [Country]. Both Parties agree that this choice of jurisdiction is not permissive, but mandatory. Business Lease Agreement Any lease currently operating on the premises shall remain as so until the duration of the lease is complete.

Litigation Currently, there are no legal suits or actions being conducted on the property that may threaten the business sale Agreement. Confidentiality Neither party shall divulge any information that could be detrimental to the agreeing members of this business sale Agreement. Third Party Beneficiaries At no point during the term of this Agreement shall a third party agreement be entered between the Parties without prior written approval from both Parties.

Notices Any and all notification between Parties will be in written form, and delivered to the recipient either in person or by certified mail to the addresses below. State] Buyer Address: [Client. State] Dispute Resolution The Parties agree that any dispute pertaining to this Agreement shall be solved in mediation prior to seeking legal resolution.

Insurance Until all sales documents have concluded the seller shall maintain property insurance with no changes made to the insured amount.

Entire Agreement This document and all attached documents shall constitute the entire agreement between the Parties. Survivability In the instance any portions of this Agreement are terminated or found unenforceable, the Parties will have the ability to substitute those portions with enforceable terms.

Non-Solicitation The Seller will not solicit or entice away from the Business or employ or offer to employ any person employed by the Buyer for a period of [number] year s following the Closing Date. Terms and Conditions Seller is the rightful owner of [Business.

Both Parties are in agreement to the following terms and conditions. Sale of Business. This sale does not include the cash on hand or in banks at the date of closing or such other property as is listed in Exhibit B.

Allocation of Purchase Price. The purchase price shall be allocated to the various assets of the business as follows:. Terms of payment. The purchase price shall be paid by Buyer to Seller as follows:. Adjustments at Closing. Adjustments shall be made at the time of closing for all operating expenses including, but not limited to, rent, insurance premiums, utility charges, payroll, and payroll taxes.

Time of Closing. Upon payment of the portion of the purchase price then due to Seller, Seller shall deliver to Buyer such instruments of transfer as are necessary to transfer to Buyer the business and property referred to herein. Such instruments of transfer shall effectively transfer to Buyer full title to the business and property free of all liens and encumbrances.

It includes the terms of the sale, what is or is not included in the sale price, and optional clauses and warranties to protect both the seller and the purchaser after the transaction has been completed. A Purchase of Business Agreement can be used to buy or sell any type of business, including retail stores, industrial shops, restaurants and eateries, professional service offices, and many others. A Purchase of Business Agreement should be used by anyone who is looking to purchase or a sell a business.

The agreement can help specify details in the sale including what aspects of the business are for sale i. When you purchase assets in a business, you are not purchasing the business itself, but only one aspect of it. That may mean a product, client list, or type of intellectual property.

The company or business retains its name, liabilities, and tax filings. When you purchase shares in a company, you are purchasing a portion of all aspects of the business.

If you buy all of the shares in the company, you own all facets of the business. A Purchase of Business Agreement may include four different restrictive clauses or warranties, including:. When a buyer takes on a loan, mortgage, or accounts payable balance they are assuming a liability for the business. Buyers may take on some, all, or none of the liabilities accrued by the seller during the lifetime of the business.