BUSINESS PURCHASE AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Seller Name], of [Seller Address] ("Seller")
AND
[Buyer Name], of [Buyer Address] ("Buyer")
RECITALS
WHEREAS, Seller owns and operates a business known as [Business Name], located at [Business Address] (the "Business");
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Business, including its assets, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:
1. DEFINITIONS
1.1. "Assets" means all tangible and intangible assets of the Business, including but not limited to inventory, equipment, fixtures, intellectual property, goodwill, customer lists, contracts, licenses, and any other assets described in Schedule A attached hereto.
1.2. "Purchase Price" means the total amount payable by Buyer to Seller for the Assets, as set forth in Section 3.
2. SALE AND TRANSFER OF BUSINESS
2.1. Seller agrees to sell, transfer, and assign to Buyer, and Buyer agrees to purchase from Seller, all rights, title, and interest in and to the Assets of the Business as a going concern, free and clear of all liens, claims, and encumbrances, except as otherwise disclosed in writing.
3. PURCHASE PRICE AND PAYMENT TERMS
3.1. The Purchase Price for the Assets shall be [Purchase Price Amount] ([Currency]).
3.2. The Purchase Price shall be paid as follows:
a. Deposit: [Deposit Amount] ([Currency]) payable on [Deposit Due Date].
b. Balance: [Balance Amount] ([Currency]) payable on [Closing Date] by [Payment Method].
3.3. Any adjustments to the Purchase Price (if applicable) shall be detailed in Schedule B.
4. CLOSING
4.1. The closing of the sale (the "Closing") shall take place on [Closing Date] at [Closing Location], or at such other time and place as the parties may agree in writing.
4.2. At Closing, Seller shall deliver to Buyer all documents necessary to transfer the Assets, including but not limited to bills of sale, assignments, and consents.
5. REPRESENTATIONS AND WARRANTIES
5.1. Seller's Representations
Seller represents and warrants that:
- Seller is the sole legal and beneficial owner of the Assets.
- The Assets are free of all liens and encumbrances, except as disclosed.
- The Business has been operated in compliance with all applicable laws.
- All information provided to Buyer is true and accurate in all material respects.
5.2. Buyer's Representations
Buyer represents and warrants that:
- Buyer has the authority to enter into this Agreement and complete the purchase.
- Buyer has sufficient funds to pay the Purchase Price as required.
6. COVENANTS
6.1. Seller agrees to operate the Business in the ordinary course until Closing.
6.2. Seller agrees not to sell, transfer, or otherwise dispose of any Assets outside the ordinary course of business prior to Closing.
6.3. Seller agrees to assist Buyer in the transition of the Business for a period of [Transition Period Days] days after Closing, as reasonably requested.
7. ASSUMPTION OF LIABILITIES
7.1. Except as expressly set forth in this Agreement, Buyer does not assume and shall not be responsible for any liabilities or obligations of Seller or the Business incurred prior to Closing.
8. NON-COMPETE AND NON-SOLICITATION
8.1. For a period of [Non-Compete Period, e.g., two (2) years] following Closing, Seller shall not directly or indirectly engage in any business substantially similar to the Business within [Geographic Area].
8.2. For a period of [Non-Solicitation Period] after Closing, Seller shall not solicit or attempt to solicit any customers or employees of the Business.
9. CONFIDENTIALITY
9.1. Both parties agree to keep the terms of this Agreement and any confidential business information strictly confidential, except as required by law or with the written consent of the other party.
10. TAXES AND EXPENSES
10.1. Each party shall be responsible for its own legal, accounting, and other costs incurred in connection with this Agreement.
10.2. Any transfer taxes, sales taxes, or similar taxes arising from the sale of the Assets shall be paid by [Party Responsible for Taxes].
11. NOTICES
11.1. Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses stated above (or such other address as a party may notify in writing).
12. GOVERNING LAW
12.1. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
13. ENTIRE AGREEMENT
13.1. This Agreement, including any schedules and attachments, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.
14. AMENDMENTS
14.1. Any amendment or modification to this Agreement must be in writing and signed by both parties.
15. SEVERABILITY
15.1. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16. COUNTERPARTS
16.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
17. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
SELLER:
Name: ___________________________
Signature: ______________________
Date: ___________________________
BUYER:
Name: ___________________________
Signature: ______________________
Date: ___________________________
Schedule A: Description of Assets
[List specific assets being sold.]
Schedule B: Purchase Price Adjustments
[Detail any adjustments or contingencies related to the purchase price.]
