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Business Sale Agreement Template

Prepared for: ​[Client.FirstName][Client.LastName]

[Client.Company]

Created by: ​[Sender.FirstName][Sender.LastName]

[Sender.Company]

This business sale agreement (the “Agreement”) is entered into between [Sender.FirstName][Sender.LastName] (Seller) and [Client.FirstName][Client.LastName] (Buyer) furthermore known as “The Parties”  on this day of [Agreement.CreatedDate].

The Buyer hereby agrees to purchase from the Seller the business assets, including all [what you’re selling] and property rights, known as [name of Property], located at [Address].

For a full description of the business and assets being purchased, refer to the subsection “Description of Business and Assets” under the heading “Terms and Conditions.”

Payment

In consideration of the purchase and sale of the property, the Parties have agreed to the following payment amounts. All deposits for this business sale Agreement should be made on [Agreement.Date].

In the instance the Buyer fails to adhere to any terms and conditions found within this business sale Agreement, all deposits will be retained by the Seller and considered liquidated damages.

Total purchase price inclusive of all furnishings, fixtures and equipment:  [Total.PurchasePrice]

The purchase price of the business is expressed as a sale of the Assets of the business. It is not assessed as a price per asset but is an overall purchase price for all of the Assets.

Closing Costs:[Closing.Cost]

Interest Rates will be [Interest.Rate]% for a period of 30 years from the closure of sale.

Fair Market Value

Both Parties agree to use fair market value for any and all property related to this business sale Agreement. Furthermore, both Parties agree to report the sale of this business to the IRS in a timely manner.

Closing

The date both Parties agree to close this sale and complete this transaction is [date of closing] (“Closing Date”).

The closing will take place at the following location: [address].

Both Parties agree this closing date should be set no later than [number] days after the signature of this Agreement by the Parties.

On the Closing Date, the Seller will:

  • Deliver a bill of sale to the buyer no later than [number] days after the business sale.
  • 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.

On the Closing Date, the Buyer will:

  • Pay the Purchase Price to Seller on the Closing Date.
  • Be responsible for any and all taxes which may apply to the Buyer’s acquisition of the Assets and the Business.

Any and all terms and warranties included in this sale of business Agreement will survive the closing of this sale.

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. 

As such, both Parties will consent to jurisdiction under the state and federal courts of [State], [Country].

Business Lease Agreement

Any lease currently operating on the premises shall remain as so until the duration of the lease is complete.

Any and all obligations in regard to the sublease agreement in place including rent, maintenance, taxes, and any other fees incurred by the lease shall remain the responsibility of the seller until the conclusion of the lease.

If the Buyer requests to buy out the current sublease on the property they shall be responsible for any fees involved in doing so.

Litigation

Currently, there are no legal suits or actions being conducted on the property that may threaten the business sale Agreement.

If any legal manners should arise causing issues for this Agreement the seller will be responsible for any and all costs incurred due to the above legal issues.

Confidentiality

Neither party shall divulge any information that could be detrimental to the agreeing members of this business sale Agreement.  

All information between Parties obtained through this Agreement shall be considered confidential and will remain so for the length of this Agreement as well as a 12-month period following this 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.

Furthermore, all benefits of this business sale Agreement shall be for the sole benefit of the Parties involved, under no circumstances shall a third party beneficiary be involved in this Agreement under the current terms.

In the instance any agreements are made during the term of this Agreement, it will be grounds for terminating this Agreement.

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. The sender of any notification shall be responsible for any and all costs for postage.

Seller Address: [Sender.Address][Sender.City][Sender.State]

Buyer Address: [Client.Address][Client.City][Client.State]

Dispute Resolution

The Parties agree that any dispute pertaining to this Agreement shall be solved in mediation prior to seeking legal resolution.

In the instance that mediation can not cure such disagreements, the Parties may take legal actions as afforded to them by the laws of [Sender.State]. Any legal resolutions shall be the faulted Party’s financial responsibility.

Insurance

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

Upon the closing of such documents the Buyer shall purchase property insurance as well as produce proof of such insurance to the Seller.

Entire Agreement

This document and all attached documents shall constitute the entire agreement between the Parties.

This business sale Agreement shall proceed any and all oral or written agreements in place prior to the agreement date.

Any and all amendments to this business sale Agreement must be conducted in writing and signed by both 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.  

If any portion of this Agreement is found unenforceable, all remaining terms and conditions will remain in full effect for the remainder of this business sale Agreement.

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.

This prohibition will not apply to the recruitment of an employee who has been recruited by an agency to the Seller or has answered an advertisement as long as the Seller has not directly or indirectly given any form of encouragement to the employee to do so.

Terms and Conditions

Seller is the rightful owner of [Business.Name] located at [Business.Address] and has expressed a desire to sell this business, [Business.Name] (the “Business.”).

The Buyer has expressed an interest to purchase the business from the Seller through the sale of assets (“Assets”) involved in the operation of the Business.

Both Parties are in agreement to the following terms and conditions.

Description of Business and Assets

The Business being sold is as follows: [Business.Name], which is a [Type of business, i.e. LLC, Corporation, etc.], located at [Business.Address]

[Business name] primarily operates in [State], [Country].

The Buyer agrees to purchase the property along with all Assets listed below in its current condition:

  • [List out your Assets here. You should include all items included in the sale, including machinery, furniture, accounts receivable, customer lists, etc.]
  • [List out anything that would be excluded in the sale, such as intellectual property, automobiles, cash, etc.]

Furthermore, the Seller agrees to sell the property in good condition inclusive of all items listed above.

Acceptance

By signing below, both Parties acknowledge they have read and understood all terms and conditions listed in this business sale Agreement.

[Sender.Company]

Signature

MM/DD/YYYY

[Sender.FirstName][Sender.LastName]

[Client.Company]

Signature

MM/DD/YYYY

[Client.FirstName][Client.LastName]

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