"Business Sale Agreement Template"

What Is a Business Sale Agreement?

A Business Sale Agreement is a legal document between two parties when exchanging ownership of a business. This agreement will list out the details, rules, and conditions necessary for the sale to be successfully completed. It is important to include all the sections detailed below in the document to ensure clarity during the sale and stipulations if part of the deal falls through that both parties will agree on.

Alternate Names:

  • Business Sale Contract;
  • Business Sale Purchase Agreement.

You can download a Business Sale Agreement template below or create your own using our online form builder.

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How to Write a Business Sale Agreement?

To write a legally binding Sale of Business Agreement, you will want to include the following sections:

  1. The seller's and buyer's first and last names.
  2. A description of the business.
  3. Payment (including any furniture, equipment, machinery) and rules if the buyer fails to make future payments.
  4. Listing of the sale at fair market value and an agreement to notify the IRS of the sale in a timely manner.
  5. The closing date must be arranged to be no later than 10 days after the Business Sale Agreement is signed. The seller will also need to mail the buyer a Bill of Sale no later than 5 days after the agreement is signed.
  6. A section detailing the conditions precedent in case one of the parties should fall through on their end of the agreement.
  7. A statement that any actions were taken during or after the sale of the business will not be deemed unlawful in the state where the agreement is taking place.
  8. Information detailing the lease or sublease of property by the seller and that the buyer agrees to finish the remainder of the lease or sublease and will pay any necessary fees.
  9. A statement by the seller that there are no current litigation actions being taken against the business and that should any legal matters arise during the Business Sale Agreement it will the duty of the seller to resolve the matter and any incurred costs.
  10. Confidentiality statement where both parties agree to not divulge any information regarding the details of the Business Sale Agreement during the sale and for 12 months after signing the agreement.
  11. A statement that at no point will a third party beneficiary be added to the agreement without the prior approval of both parties.
  12. Acknowledgment that any notices sent between the buyer and seller will be in written form and delivered via in-person or certified mail, and the sender will incur all mailing or delivery costs.
  13. An agreement that they will enter into mediation should a dispute arise between the two parties.
  14. Statement assuring that the seller will continue to maintain property insurance until the sale is completed and that the buyer will purchase property insurance after closing and will provide documentation of insurance to the seller.
  15. The ability to terminate or remove any terms in the sale that are unenforceable and replace them with enforceable terms.
  16. A final signature section where both parties agree to all the terms and conditions listed in the Business Sale Agreement Form.

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Business Sale Agreement
This ​ B usiness Sale Agreement (hereinafter referred to as the “Agreement”) is entered
into as of __________________ (hereinafter referred to as the “Execution Date”) 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 “Purchaser”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
IN CONSIDERATION of the provisions contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which
consideration is acknowledged, the Parties agree to the following:
1. Background. ​ T he Seller carries on the business of _________________________ at
__________________________________________________ (hereinafter referred to as
the “Business”).
The Seller owns the assets of the Business and desires to sell certain assets (hereinafter
referred to as the “Assets”), to the Purchaser, subject to any exclusions set out in this
Agreement and the Purchaser desires to buy the Assets.
2. Definitions.​ The following definitions apply to this agreement:
● The “Assets” to be included in this Agreement include all assets of the Seller.
There are no excluded assets. The Assets consist of the following:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
● “Closing” means the completion of the purchase and sale of the Assets as
described in this Agreement by the payment of agreed consideration, and the
transfer of title to the Assets.
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Business Sale Agreement
This ​ B usiness Sale Agreement (hereinafter referred to as the “Agreement”) is entered
into as of __________________ (hereinafter referred to as the “Execution Date”) 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 “Purchaser”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
IN CONSIDERATION of the provisions contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which
consideration is acknowledged, the Parties agree to the following:
1. Background. ​ T he Seller carries on the business of _________________________ at
__________________________________________________ (hereinafter referred to as
the “Business”).
The Seller owns the assets of the Business and desires to sell certain assets (hereinafter
referred to as the “Assets”), to the Purchaser, subject to any exclusions set out in this
Agreement and the Purchaser desires to buy the Assets.
2. Definitions.​ The following definitions apply to this agreement:
● The “Assets” to be included in this Agreement include all assets of the Seller.
There are no excluded assets. The Assets consist of the following:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
● “Closing” means the completion of the purchase and sale of the Assets as
described in this Agreement by the payment of agreed consideration, and the
transfer of title to the Assets.
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3. Sale. ​ S ubject to the terms and conditions of this Agreement, and in reliance on the
representations, warranties, and conditions set out in this Agreement, the Seller agrees to
sell the Assets to the Purchaser and the Purchaser agrees to purchase the Assets from the
Seller.
4. Purchase Price. ​ T he Parties agree that the Purchase Price for the Assets shall amount
to $___________________.
The Parties agree to cooperate in the filing of elections under the Internal Revenue Code
and under any other applicable taxation legislation, in order to give the required or
desired effect to the allocation of the Purchase Price.
5. Closing. ​ T he closing of the purchase and sale of the Assets will take place on
___________________ (hereinafter referred to as the “Closing Date”) at the offices of
the Seller or at such other time and place as the Parties mutually agree.
The Seller will deliver the Assets to the Purchaser at the Closing Date and upon the
Purchaser paying the Purchase Price in full to the Seller. The Seller will deliver to the
Purchaser possession of the Assets, in the same condition as on the Execution Date, and
free and clear of any liens, charges, rights of third parties, or any other encumbrances,
except those attached as a result of the Purchaser's actions.
At the Closing Date and upon the Purchaser paying the Purchase Price in full to the
Seller, the Seller will provide the Purchaser with duly executed forms and documents
evidencing transfer of the Assets, where required including, but not limited to, bills of
sale, assignments, assurances, and consents. The Seller will also cooperate with the
Purchaser as needed in order to effect the required registration, recording, and filing with
public authorities of the transfer of ownership of the Assets to the Purchaser.
6. Payment. The Purchase Price for the Assets will be paid by the Purchaser in one lump
sum payment to the Seller in the form of a certified check or an electronic money or
funds transfer. In the case of an electronic money or funds transfer, the Seller will give
notice to the Purchaser of the bank account particulars at least ___________________
business days prior to the Closing Date.
The Purchaser is responsible for paying all applicable taxes, including federal sales tax,
state sales tax duties, and any other taxes or charges payable pursuant to the transfer of
the Assets from the Seller to the Purchaser.
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7. Seller's Representations and Warranties. ​ T he Seller represents and warrants to the
Purchaser that:
● The Seller has the full legal authority to enter into and exercise its obligations
under this Agreement;
● The Seller is the absolute beneficial owner of the Assets, with good and
marketable title, free and clear of any liens, charges, encumbrances or rights of
others. The Seller is exclusively entitled to possess and dispose of the Assets;
● To the best knowledge of the Seller there is no pending or anticipated claim
against the Assets or against the Seller's ownership or title in the Assets or against
the Seller's right to dispose of the Assets;
● No third party contract is outstanding that could result in a claim against or
affecting the Assets in whole or in part either now or in the future;
● The Seller does not have any outstanding contracts, agreements, or commitments
of any kind, written or oral, with any third party regarding the Business or the
Assets, except for any material contracts described in, and/or attached to this
Agreement;
● The Seller represents and warrants that no material default or breach exists with
regard to any presently outstanding material contract;
● Execution of this Agreement will not hinder or unfairly disadvantage any
pre-existing creditor;
● Except as otherwise provided in this Agreement, there has been no act or omission
by the Seller that would give rise to any valid claim relating to a brokerage
commission, finder's fee, or other similar payment;
● The Seller has withheld all amounts relating to the Business required to be
withheld under income tax legislation and has paid all amounts owing to the
proper authorities;
● The Seller is not bound by any written or oral pension plan or collective
bargaining agreement or obligated to make any contributions under any retirement
income plan, deferred profit-sharing plan, or similar plan;
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● The Seller will not dismiss any current employees of the Business or hire any new
employees, or substantially change the role or title of any existing employees,
provide unscheduled or irregular increases in salary or benefits to employees, or
institute any significant changes to the terms of any employee's employment, after
signing this Agreement, unless the Purchaser provides written consent;
● There are no claims threatened or pending against the Seller by any current or past
employee relating to any matter arising from or relating to the employment of the
employee;
● The Assets, while owned by the Seller, have been maintained at all times in
accordance with standard industry practice. The Seller further warrants that all
tangible assets are in good working order;
● The Seller is operating in accordance with all applicable laws, rules, and
regulations of the jurisdictions in which it is carried on. In compliance with such
laws, the Seller has duly licensed, registered, or qualified the Seller with the
appropriate authorities and agencies;
● The Seller maintains insurance policies on the Assets and such policies are in full
force and effect and of an adequate value as would be reasonable in its industry.
The Seller has neither defaulted under these insurance policies, whether as a result
of failure to pay premiums or due to any other cause nor has the Seller failed to
give notice or make a claim under these insurance policies in a timely manner;
● To the best knowledge of the Seller, the conduct of the Seller does not infringe on
the patents, trademarks, trade names or copyrights, whether domestic or foreign, of
any other person, firm or corporation;
● Seller owns or is licensed to use all necessary software and it can continue to use
any and all computerized records, files, and programs after the Closing Date in the
same manner as before the Closing Date;
● The Seller has filed all tax reports and returns required in the operation of the
Business and has paid all taxes owed to all taxing authorities, including foreign
taxing authorities, except amounts that are being properly contested by the Seller,
the details of this contest having been provided to the Purchaser;
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● This Agreement has been duly executed and delivered by the Seller and constitutes
a legal and binding obligation of the Seller, enforceable in accordance with its
terms, except as enforcement may be limited by bankruptcy and insolvency, by
other laws affecting the rights of creditors generally, and by equitable remedies
granted by a court of competent jurisdiction.
The representations and warranties given in this Agreement are the only representations
and warranties. No other representation or warranty, either expressed or implied, has
been given by the Seller to the Purchaser, including, without limitation, any
representations or warranties regarding the merchantability of the Assets or their fitness
for a particular purpose.
8. Purchaser's Representations and Warranties. ​ T he Purchaser represents and
warrants to the Seller the following:
● The Purchaser has the full legal authority to enter into and exercise its obligations
under this Agreement;
● The Purchaser has funds available to pay the full Purchase Price and any expenses
accumulated by the Purchaser in connection with this Agreement and the
Purchaser has not incurred any obligation, commitment, restriction, or liability of
any kind, absolute or contingent, present or future, which would adversely affect
its ability to perform its obligations under this Agreement;
● The Purchaser has not committed any act or omission that would give rise to any
valid claim relating to a brokerage commission, finder's fee, or other similar
payment;
● This Agreement has been duly executed by the Purchaser and constitutes a legal
and binding obligation of the Purchaser, enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy and insolvency, by other
laws affecting the rights of creditors generally, and by equitable remedies granted
by a court of competent jurisdiction;
● The Purchaser has no knowledge that any representation or warranty given by the
Seller in this Agreement is inaccurate or false.
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