Business Sale Agreement by EasyLegalDocs
Updated 29 October 2025
This Business Sale Agreement outlines the terms for transferring ownership of a business from a Seller to a Buyer, including the assets sold, purchase price, payment terms, and closing procedures. It also sets forth representations and warranties, non-compete and confidentiality clauses, indemnification responsibilities, and general legal provisions governing the transaction.
BUSINESS SALE AGREEMENT
This Business Sale Agreement ("Agreement") is made and entered into as of [effective date].
BY AND BETWEEN: | Seller: [seller legal name], with the business name of [seller business name], with a principal place of business at [seller address] ("Seller"). |
AND: | Buyer: [buyer legal name], with the business name of [buyer business name], with a principal place of business at [buyer address] ("Buyer"). |
The parties agree as follows:
SALE OF BUSINESS
Purchased Assets: Seller agrees to sell, assign, transfer, and convey to Buyer all of Seller’s right, title, and interest in and to the following business assets:
Business Name: [seller business name]
Physical Assets: ______________________________________________________________________
Intellectual Property: ________________________________________________________________________________________________________________________________________________
Customer Lists & Goodwill: __________________________________________________
Contracts & Agreements: ________________________________________________________________________________________________________________________________________________
Excluded Assets: The following are not included in the sale: ___________________________________________________________________________________________________________________________________________________________.
PURCHASE PRICE AND PAYMENT TERMS
Purchase Price: The total purchase price for the business shall be $[purchase price] ("Purchase Price").
Payment Terms: The Purchase Price shall be paid as follows:
Deposit: Buyer shall pay a deposit of $[deposit amount] on or before [deposit due date].
Balance: The remaining amount shall be paid ____________________, as follows: _________________________________________________.
Financing: Buyer (circle one) is/is not obtaining financing for this transaction. If applicable, financing terms shall be attached as Exhibit A.
CLOSING
Closing Date: The closing of this transaction ("Closing") shall take place on [closing date], at [closing location], or remotely as mutually agreed.
Seller’s Deliverables at Closing:
Bill of Sale
Assignment of Intellectual Property
Lease Assignment (if applicable)
Vendor Contracts (if applicable)
Buyer’s Deliverables at Closing:
Payment of remaining Purchase Price
Signed assumption of contracts and liabilities (if any)
REPRESENTATIONS AND WARRANTIES
Seller’s Representations: Seller represents that:
The business is legally owned by Seller and free of undisclosed liens or encumbrances.
Seller has full authority to enter into and perform this Agreement.
There are no pending lawsuits, claims, or regulatory violations against the business.
Buyer’s Representations: Buyer represents that:
Buyer has the financial capacity to complete the transaction.
Buyer has conducted its due diligence on the business and accepts it in its present condition.
NON-COMPETE & CONFIDENTIALITY
Non-Compete: Seller agrees not to engage in a competing business within [non-compete area] for a period of [non-compete duration].
Confidentiality: Both parties agree to keep the terms of this Agreement and any proprietary business information confidential.
INDEMNIFICATION
Each party agrees to indemnify, defend, and hold harmless the other from any claims, liabilities, or losses arising from breaches of this Agreement.
GENERAL TERMS
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [governing law state].
Dispute Resolution: Any disputes arising under this Agreement shall be resolved through [dispute resolution method] in [dispute resolution location].
Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements.
Amendments: Any modifications to this Agreement must be in writing and signed by both parties.
Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SELLER: | Seller’s Name: [seller legal name] | Seller’s Signature: ________________________________ | Date: | BUYER: | Buyer’s Name: [buyer legal name] | Buyer’s Signature: ________________________________ | Date: |
About this template
What is this template?
Business Sale Agreement by EasyLegalDocs is a free, ready-to-use Acquisition template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Acquisition template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with United States of America in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Acquisition usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.