Business Purchase Agreement
  • General Information
    • Who is Seller?
    • Who is Buyer?
    • General Information
  • Sale of Business
    • Description of Business
    • Type of Sale and Payment Terms
    • Miscalleneous
  • Complete the Document
    • Format & Signatures

Who is Seller?

  • The seller (a person who sells the business) is:

  • Indicate the full name of a Seller:

    !

    This information should be provided in accordance with a person’s ID card or passport.

  • Indicate a company's full name (Seller):

  • Indicate the full residential/business address of a Seller:

  • Indicate a Seller's email address

    !

    This email address can be used between the parties of the present agreement to communicate with each other.

Who is Buyer?

  • The buyer (a person that purchases the business) is:

  • Indicate the full name of a Buyer:

    !

    This information should be provided in accordance with a person’s ID card or passport.

  • Indicate a company's full name (Buyer):

  • Indicate the full residential/business address of a Buyer:

  • Indicate a Buyer's email address:

    !

    This email address can be used between the parties of the present agreement to communicate with each other.

General Information

  • Indicate the date on which this Agreement is signed by both Parties:

    !

    This is the date when this Business Purchase Agreement becomes effective.

  • In which state is the business that is being sold hereunder registered?

    !

    The laws of a state selected as an answer to this question will apply towards this Agreement.

Description of Business

  • Indicate the full name of a business that is being sold hereunder:

  • Indicate a business's registered or primary address of doing business:

    !

    If a business that is being sold hereunder is a registered business, enter the registered address as indicated in bylaws or other company corporate documents.

    If the business is not registered, enter the address of a main business location from where a business usually operates.

  • Provide a brief description of the business:

    !

    Describe which services and/or goods are being provided by the company.

Type of Sale and Payment Terms

  • What type of a business's sale is chosen by the parties?

    !

    The transfer of a business from one owner to another can happen in either of two ways.

    The asset sale is when a seller transfers all their shares or stocks in a business to a buyer.

    The share sale is to transfer a business through the transfer of ownership over all the assets such a business has.

  • How many shares does a Seller currently own in a business that is being sold?

  • Indicate the price (in USD) per one share:

  • How the purchase price for the sale of a business should be determined?

    !

    If the option “Per asset price” is chosen, it means that the purchase price of a business will be determined as a sum of the sale price for all assets that belong to a business.

    If the option “One overall price” is chosen, it means that the parties agreed to set up one fixed price.

  • List all the assets the business has and their purchase price (one object per line):

  • Indicate the total purchase price of a business hereunder (in USD):

  • Indicate full details of a Seller's bank account, where a purchase price should be transferred to:

  • Should the Buyer transfer a security deposit prior to the Closing Date?

    !

    Security deposit is a sum of money paid by the buyer to the seller (or held in escrow) as a form of financial assurance.

    It serves to secure the buyer’s intent to complete the purchase and may be forfeited if the buyer breaches the agreement or applied toward the purchase price if the sale proceeds as planned.

  • Indicate the amount of security deposit (in USD):

  • Indicate the period of time (in days) before the Closing Date when a Buyer has to transfer the security deposit:

Miscalleneous

  • Location where the closing will take place (i.e. the place where both parties sign the document and payment is made):

  • Does this agreement happen because of the brokerage's introduction of the parties to each other?

    !

    If either party has been using brokerage services to make this deal, in that case brokerage fees should be paid by the party that used such brokerage services.

  • Are there any pending litigations involving the business that is being sold hereunder?

  • Describe in detail the list of all pending litigations as of the date of signing this Agreement:

  • Are there any IP infringement claims against the business as of the date of signing this Agreement?

    !

    An IP infringement claim is a legal allegation that someone has used intellectual property without a permission.

    The intellectual property may include a trademark, copyright, or patent.

  • List all pending IP infringement claims against the business:

  • Does the business have employees as of the date of signing this Agreement?

  • Will the existing employees maintain their employment status once the business is transferred to the Buyer?

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