Business Sale Agreement by EasyLegalDocs
This Business Sale Agreement outlines the terms for the sale and transfer of a business from a seller to a buyer. It details the purchased and excluded assets, the total purchase price, payment terms, and closing procedures. The agreement also includes standard clauses for representations, warranties, non-compete, confidentiality, indemnification, and general legal provisions.
BUSINESS SALE AGREEMENT
This Business Sale Agreement ("Agreement") is made and entered into as of __________,
BY AND BETWEEN: | Seller: ____________________, with the business name of ____________________, with a principal place of business at ____________________ ("Seller"). |
AND: | Buyer: ____________________, with the business name of ____________________, with a principal place of business at ____________________ ("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: ______________________________
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").
Payment Terms: The Purchase Price shall be paid as follows:
Deposit: Buyer shall pay a deposit of $__________ on or before __________.
Balance: The remaining amount shall be paid ____________________, as follows: _________________________________________________.
Financing: Buyer (circle one) is or 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 ____________________, at ____________________, 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 ____________________for a period of ____________________.
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 ____________________.
Dispute Resolution: Any disputes arising under this Agreement shall be resolved through ____________________ in ______________________________.
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’s Signature: ________________________________ | Date: | BUYER: | Buyer’s Name: ________________________________ | Buyer’s Signature: ________________________________ | Date: |
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