Business Purchase Agreement

# BUSINESS PURCHASE AGREEMENT

**Agreement Date:** {{agreement_date}}

This Business Purchase Agreement is entered into by:

**Seller:**
{{seller_name}}
{{seller_address}}

**Buyer:**
{{buyer_name}}
{{buyer_address}}

## 1. SALE OF BUSINESS

The Seller agrees to sell, and the Buyer agrees to purchase, the business known as:

**Business Name:** {{business_name}}
**Business Address:** {{business_address}}
**Business Type:** {{business_type}}

## 2. PURCHASE PRICE

**Total Purchase Price:** {{purchase_price}}

**Allocation:**
- Tangible Assets: {{tangible_assets_value}}
- Inventory: {{inventory_value}}
- Goodwill: {{goodwill_value}}
- Other: {{other_value}}

## 3. PAYMENT TERMS

{{payment_terms}}

## 4. ASSETS INCLUDED

The following assets are included in this sale:

**Tangible Assets:**
{{tangible_assets}}

**Intangible Assets:**
{{intangible_assets}}

**Inventory:**
{{inventory_description}}

**Contracts and Agreements:**
{{contracts_included}}

## 5. ASSETS EXCLUDED

The following are NOT included in this sale:
{{excluded_assets}}

## 6. LIABILITIES

**Assumed Liabilities:**
{{assumed_liabilities}}

**Excluded Liabilities:**
{{excluded_liabilities}}

The Seller shall remain responsible for all liabilities not expressly assumed by the Buyer.

## 7. DUE DILIGENCE

The Buyer shall have {{due_diligence_period}} days to conduct due diligence, including review of:
- Financial records
- Contracts and leases
- Employee information
- Legal matters
- Operations

## 8. CONDITIONS TO CLOSING

**Buyer's conditions:**
{{buyer_conditions}}

**Seller's conditions:**
{{seller_conditions}}

## 9. CLOSING

**Closing Date:** {{closing_date}}
**Closing Location:** {{closing_location}}

At closing, the Seller shall deliver:
{{seller_deliverables}}

At closing, the Buyer shall deliver:
{{buyer_deliverables}}

## 10. SELLER'S REPRESENTATIONS

The Seller represents and warrants:
{{seller_representations}}

## 11. BUYER'S REPRESENTATIONS

The Buyer represents and warrants:
{{buyer_representations}}

## 12. NON-COMPETE

The Seller agrees not to compete within {{geographic_area}} for {{non_compete_period}} after closing.

## 13. TRANSITION

The Seller shall assist with transition for {{transition_period}} after closing:
{{transition_terms}}

## 14. EMPLOYEES

{{employee_terms}}

## 15. CONFIDENTIALITY

Both parties agree to keep the terms of this Agreement and all business information confidential.

## 16. INDEMNIFICATION

{{indemnification_terms}}

## 17. GOVERNING LAW

This Agreement shall be governed by the laws of {{governing_state}}.

---

**SELLER**

Signature: {{seller_signature}}
Name: {{seller_name}}
Title: {{seller_title}}
Date: {{seller_date}}

---

**BUYER**

Signature: {{buyer_signature}}
Name: {{buyer_name}}
Title: {{buyer_title}}
Date: {{buyer_date}}