Business Sale Agreement by EasyLegalDocs
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.
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About this template
What is this template?
This document is a definitive agreement for the sale of a business as a going concern. It contains specific slots for excluded assets, a deposit due date, and detailed closing deliverables like the Bill of Sale. It is not a simple asset purchase agreement for single pieces of equipment.
When should you use it?
Use this document when transferring an entire business operation including its trade name and goodwill to a new owner. Use a Share Purchase Agreement instead if you are transferring shares in a limited company rather than the underlying business assets.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.1 | Purchased Assets | Seller transfers title to the business name, physical assets, intellectual property, customer lists, and contracts to the Buyer. |
| 2 | Purchase Price and Payment Terms | Buyer pays a stated purchase price starting with a deposit due by a specific date, with optional financing terms in Exhibit A. |
| 3.2 | Closing Deliverables | Seller must provide a Bill of Sale and Assignment of Intellectual Property at the specified closing location and date. |
| 4 | Representations and Warranties | Seller warrants the business is free of undisclosed liens while Buyer confirms completion of due diligence and financial capacity. |
| 5.1 | Non-Compete | Seller is restricted from competing within a specified area for a defined duration following the sale. |
| 7.1 | Governing Law | The agreement is governed and construed according to the laws of a specific US State chosen by the parties. |
Who it's for
- an owner selling a small business including physical assets and intellectual property
- a buyer acquiring a business entity with a specific deposit and balance payment structure
- parties requiring a formal transfer of customer lists and goodwill under US state law
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
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Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
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