Business Sale/Purchase Agreement Template

BUSINESS SALE/PURCHASE AGREEMENT TEMPLATE FAQ

What is a Business Sale/Purchase Agreement?

A Business Sale/Purchase Agreement is a contract between a seller and a buyer that sets out the terms for selling a business. It usually covers what assets are included, what liabilities (if any) are assumed, the purchase price, how and when payment will be made, and what happens at closing.

Is this template for an asset sale or a share sale?

This template is written mainly as an asset sale agreement where the buyer purchases the business assets (and possibly assumes some liabilities), not the legal entity itself. It can be adapted for a share or membership interest sale by adjusting the definitions and what is being transferred.

What should a Business Sale/Purchase Agreement include?

It should identify the parties, describe the business, list the assets being sold and any excluded assets, address assumed or excluded liabilities, state the purchase price and payment terms, explain the closing process, include key representations and warranties, and cover basic covenants, indemnification, and governing law.

Does this agreement transfer the premises lease and employees automatically?

Not necessarily. A business sale agreement can refer to lease assignments, employee transfers, and other related documents, but those often require separate agreements and, in some cases, landlord or employee consent. This template lets you reference those items so they can be handled properly.

Do I need a lawyer to use this agreement?

This template is for general business use and can help organize the deal terms, but it is not a substitute for legal advice. Business sales can have important tax, employment, and regulatory consequences, so many buyers and sellers choose to have a lawyer review and customize the agreement before signing.

Can AI Lawyer help me customize this Business Sale/Purchase Agreement?

Yes. AI Lawyer can help you quickly adapt this Business Sale/Purchase Agreement template with your party names, business description, asset list, price, and closing details so you have a clearer, more tailored draft ready for review, negotiation, and signature.