"Business Purchase Agreement Template"

What Is a Purchase Agreement for a Business?

A Business Purchase Agreement is a legal contract upon which sellers are supposed to transfer business to buyers according to the terms and conditions specified in the document. The agreement should include the list of assets that are going to be purchased by the buyer. Along with the rights to the business, it can include accounts, real estate, equipment, etc.

Alternate Name:

  • Business Sale Agreement;
  • Business Purchase Contract.

This kind of agreement documents the whole process of transferring a business to a buyer, that's why it's necessary to include all of the important items in the contract. Specifying the details is the key to a deal where all parties will be satisfied with the result.

You can download our Business Purchase Agreement template through the link below or create your own document with our online form-builder.

ADVERTISEMENT

Who Should Use a Purchase of Business Agreement?

A Business Asset Purchase Agreement should be used by individuals who are looking to transfer the ownership of their business. If an individual wants to make an offer and buy the rights to a business, they should consider using it as well. The agreement can help both sides obtain necessary data about each of them and the business itself, as well as legally bind them to follow any obligations they have stated in the document. Not having the agreement might end up with bad results for both sides, such as unknown liabilities or a lack of rights to make the deal.

How to Write a Purchase Agreement for a Business?

When making a Purchase of Business Agreement, a filer should follow a certain structure in order not to miss important items that can affect the whole deal. The necessary sections include the following:

  • Names of the seller and the buyer. Here parties should designate their full names and addresses;
  • Description of the business. A filer should provide the name of the company that is conducting business and a description of the business that will be transferred;
  • Assets and liabilities that are transferred with the business. All of the assets and liabilities that are transferred with the business must be listed here. If there are any exclusions from them it must be stated here as well;
  • Price and payment terms. Parties use this part to designate the payment purchase amount and the terms under which a buyer will transfer the payment;
  • Final business sale date. Here an applicant must designate the final date of the deal and the actions that must take place before it;
  • Representations and warranties. In this part of the agreement, parties must verify their rights to perform the deal;
  • Relationship with employees. If the parties have agreed, they may include a clause about the employees of the business, whether they will be terminated by the closing date, or whether they will receive a notice with an offer to employment;
  • Expenses. Here the parties must indicate who will take care of the expenses of the deal or whether they will share them;
  • Signatures. In the last part of the contract, to state their will, the parties must sign the contract and state their credentials.

A filer can include more sections to the agreement, such as a non-compete clause, severability, governing law, general provisions, etc.

What Are Assets and Shares in a Business Purchase Agreement?

Purchasing a business is a complex process. Under this type of contract, a buyer can purchase a company's assets or shares. Assets include items like the premises, contracts, machinery, etc. In this case, a buyer is entering into an agreement with the company itself. Buying shares means that an individual will purchase not only assets but liabilities as well, from a shareholder - a person who holds a title of ownership of a share in a business. Therefore, the contract will be signed between a buyer and a shareholder.

ADVERTISEMENT

Download "Business Purchase Agreement Template"

438 times
Rate (4.4 / 5) 22 votes
Business Purchase Agreement
This ​ B usiness Purchase Agreement (hereinafter referred to as the “Agreement”) is
entered into as of _________________ by and between ______________________, with
a mailing address of _______________________________________________________
______________ (hereinafter referred to as the “Seller”) and ______________________,
with a mailing address of ___________________________________________________
_______________________ (hereinafter referred to as the “Buyer”), collectively referred
to as the “Parties,” both of whom agree to be bound by this Agreement.
1. Description of the Business. ​ T he Seller carries on the business of ________________
__________________________ at ___________________________________________
(hereinafter referred to as the “Business”).
2. Agreement to Sell. In accordance with the terms and conditions of this Agreement, the
Buyer agrees to purchase the Business from the Seller, and the Seller agrees to sell the
Business to the Buyer. The Seller represents and warrants to the Buyer that they have
(and the Buyer will have) good and marketable title to the Business, free and clear of all
liens and encumbrances.
3. Payment.
(select one)
❏ The sum of $________________
❏ The Buyer agrees to pay the entire
(hereinafter referred to as "Earnest
amount at closing.
Money") will be delivered to the
Seller
upon
the
Buyer's
completion of this Agreement.
Subject
to
the
following
conditions, the Buyer will make
the
final
payment
of
the
remaining unpaid amount of the
Purchase Price at the closing.
In the event that the purchase and sale will be consummated pursuant to the terms of said
contract, the Seller or the Seller's Escrow Agent will, at such closing, deliver to the Seller
the Earnest Money, and the Buyer will be given credit toward the purchase price for the
payment of the Earnest Money. In the event that the closing does not occur, the Buyer's
©​ ​ ​ ​
T EMPLATEROLLER.COM
Business Purchase Agreement
This ​ B usiness Purchase Agreement (hereinafter referred to as the “Agreement”) is
entered into as of _________________ by and between ______________________, with
a mailing address of _______________________________________________________
______________ (hereinafter referred to as the “Seller”) and ______________________,
with a mailing address of ___________________________________________________
_______________________ (hereinafter referred to as the “Buyer”), collectively referred
to as the “Parties,” both of whom agree to be bound by this Agreement.
1. Description of the Business. ​ T he Seller carries on the business of ________________
__________________________ at ___________________________________________
(hereinafter referred to as the “Business”).
2. Agreement to Sell. In accordance with the terms and conditions of this Agreement, the
Buyer agrees to purchase the Business from the Seller, and the Seller agrees to sell the
Business to the Buyer. The Seller represents and warrants to the Buyer that they have
(and the Buyer will have) good and marketable title to the Business, free and clear of all
liens and encumbrances.
3. Payment.
(select one)
❏ The sum of $________________
❏ The Buyer agrees to pay the entire
(hereinafter referred to as "Earnest
amount at closing.
Money") will be delivered to the
Seller
upon
the
Buyer's
completion of this Agreement.
Subject
to
the
following
conditions, the Buyer will make
the
final
payment
of
the
remaining unpaid amount of the
Purchase Price at the closing.
In the event that the purchase and sale will be consummated pursuant to the terms of said
contract, the Seller or the Seller's Escrow Agent will, at such closing, deliver to the Seller
the Earnest Money, and the Buyer will be given credit toward the purchase price for the
payment of the Earnest Money. In the event that the closing does not occur, the Buyer's
©​ ​ ​ ​
T EMPLATEROLLER.COM
deposited earnest money should be returned to the Buyer. Unless the Buyer does not
make a good faith effort to obtain financing, the Buyer will be returned their earnest
money if the closing does not occur.
4. Closing Time and Place of Closing. ​ C losing is the date and time at which the Parties
agree to finalize this transaction. The closing date is designated as _________________,
provided there are no unforeseen delays. Time is of importance and in no event will
closing be later than _________________ after the designated closing date, unless an
extension is agreed upon in writing between the Buyer and the Seller.
5. Business Name. ​ T he ​ S eller hereby agrees to sell the Business to the Buyer and the
Buyer hereby agrees to purchase the Business from the Seller subject to the terms and
conditions of this Agreement and in reliance on the representations and warranties
contained herein.
6. Business Debt. ​ A ll day-to-day business debts, such as those owed to ongoing
suppliers, will be transferred as part of the sale of the Business. The Seller will not be
responsible to pay off such business debts and instead, the debts that the Business owes
as well as debts that are owed to the Business will transfer as part of this Agreement.
7. Non-Compete. Upon finalizing this transaction, for a period of _________________,
the Seller will not directly or indirectly engage in any business competitive with
______________________. This covenant will apply to the geographical area that
includes all of the State of _________________.
8. Tax Matters. ​ T he Seller has timely prepared and filed all federal, state, and local tax
returns and reports as are and have been required to be filed, and all taxes shown thereon
to be due have been paid in full, including but not limited to sales tax, withholding tax,
and all other taxes of every nature.
9. Expenses. ​ E ach Party agrees to be responsible for their own expenses or costs relating
to or in connection with anything in this Agreement.
10. Confidentiality. Both the Seller and the Buyer will not divulge, communicate, or use
to the detriment of the other or for the benefit of any other person or persons, or misuse in
any way any of the Seller's confidential information discovered by or disclosed to the
Seller or the Buyer as a result of the delivery, execution or performance of this
Agreement.
©​ ​ ​ ​
T EMPLATEROLLER.COM
11. Governing Law. ​ T he Parties agree that this Agreement will be additionally governed
by the laws of ______________________.
S tate
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
SELLER
BUYER
Name: _____________________
Name: _____________________
Signed: ____________________
Signed: ____________________
Date: ______________________
Date: ______________________
©​ ​ ​ ​
T EMPLATEROLLER.COM
Page of 3