Can an addendum be electronically signed?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; confirm any state exceptions for specific instrument types and obtain required consumer disclosures when applicable.

When is notarization required?

Most business contract addenda do not require notarization for validity. Notarization may be needed for assignments, deeds, or when a state or recording office specifically requires it.

Who must sign for a corporation?

An authorized officer or an agent with express corporate authority should sign; obtain a corporate resolution or officer certificate to confirm authority and avoid later challenges.

How do I correct a mistake after signing?

Prepare a subsequent correcting addendum or amendment signed by the same authorized parties; do not alter executed originals without explicit, documented agreement of all parties.

Are e-signed copies admissible in court?

Yes. Under ESIGN and UETA, electronic records and signatures are admissible if they meet requirements for intent, consent, attribution, and record retention.

What authentication level is recommended?

Use email link plus SMS code for typical transactions; for high‑risk transfers consider identity verification or notarization. Retain audit trails showing IP, timestamp, and signer identity evidence.

Electronic Signature
Templates
Miscellaneous
Business Acquiring Addendum

Business Acquiring Addendum

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS ACQUIRING ADDENDUM

This Business Acquiring Addendum (the "Addendum") is entered into as of by and between Seller Name: and Buyer Name: .

WHEREAS

WHEREAS, Seller currently owns and operates the business known as Business Name: (the "Business"), and Seller desires to sell certain assets and transfer specified rights in connection with the acquisition described below;

WHEREAS, Buyer desires to acquire from Seller, and Seller desires to sell to Buyer, certain assets, rights and obligations as set forth in the underlying agreement identified as Original Agreement Title: dated , and the parties wish to memorialize specific acquisition terms by this Addendum.

SCOPE OF WORK

The parties agree that, as part of the acquisition, Seller shall transfer and assign to Buyer the assets, contracts and rights described herein and shall perform the transitional services set forth below. The specific assets, liabilities to be assumed, and transitional obligations are described in detail:

PAYMENT TERMS

Purchase Price: $ payable as follows.

Payment schedule

Closing Date: . Any amounts not paid when due shall bear late charges as described below.

Late fee / interest

Late fee: $ and/or interest at on overdue amounts, compounded monthly, calculated from the date payment was due until paid in full. Parties acknowledge such fees and interest are reasonable and intended to compensate the non-defaulting party for collection-related costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Addendum for material breach that remains uncured for a period of days after written notice to the breaching party. Termination shall not relieve either party of obligations that, by their nature, survive termination, including indemnities, payment obligations, and confidentiality.

Termination conditions and post-termination obligations

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information, trade secrets, customer lists, financial information or other proprietary information of the other party (the "Disclosing Party") disclosed in connection with the negotiation, execution, performance or termination of this Addendum. Confidential information does not include information that is (a) already known to the Receiving Party prior to disclosure, (b) becomes publicly available through no fault of the Receiving Party, or (c) lawfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination for a period of .

REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT

Seller represents and warrants that: (a) Seller has good and marketable title to the assets being transferred free of liens except as explicitly assumed by Buyer; (b) Seller has full power and authority to enter into this Addendum; and (c) there are no undisclosed liabilities or litigation that would materially impair the Business as described. Buyer represents that it has the authority and financial capacity to consummate the acquisition. The obligations of each party to close are subject to customary conditions precedent including accuracy of representations, delivery of instruments of transfer, and receipt of required consents.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Exclusive venue for any dispute arising under this Addendum shall be the state and federal courts located in that State, unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Addendum, together with the referenced original agreement and any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Seller notice address Buyer notice address

MISCELLANEOUS

Survival: The representations, warranties, indemnities and covenants of the parties that by their nature are intended to survive the Closing shall survive termination or expiration of this Addendum for the periods specified herein or, if no period is specified, for a period of two (2) years following Closing, except for fraud or willful misrepresentation which shall survive as provided by law.

Assignment: Neither party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other party, except that Buyer may assign to an affiliate or in connection with a financing so long as Buyer remains primarily liable for performance.

Seller

Printed name:

By:

Date:

Buyer

Printed name:

By:

Date:

What a Business Acquiring Addendum Is and When it Applies

A Business Acquiring Addendum is a contractual amendment used when one business acquires another or when buyer and seller need to modify the terms of an existing purchase agreement. It records specific changes — such as transferred assets, retained liabilities, employee transitions, purchase price adjustments, and revised closing conditions — and becomes part of the transaction record when executed by authorized signatories. The addendum commonly references schedules, representations, warranties, and conditions precedent and may require signatures from corporate officers, authorized agents, or counsel-approved designees. Electronic execution is widely accepted for these addenda.

Why Parties Use a Business Acquiring Addendum

An addendum provides precise, written changes without redoing the entire purchase agreement, reduces closing ambiguity, documents agreed risk allocations, and creates an auditable record of post‑negotiation adjustments for corporate, tax, and regulatory review.

Who Typically Prepares and Signs This Addendum

The addendum is prepared and reviewed by transaction counsel and representatives of the buyer and seller; finance, HR, and tax teams often contribute data for schedules.

Buyer legal and deal team coordinating closing conditions and asset lists.
Seller finance and operations supplying schedules of assets and liabilities.
Escrow agent or closing counsel holding funds and confirming fulfillment.

Final execution usually requires signatures from the parties' authorized officers or other designated signers and may include countersignatures by escrow agents or closing counsel.

Primary Signatories and Their Roles

Buyer Representative

Chief legal officer or authorized corporate officer who confirms buyer approvals, signs to accept amended terms, and ensures conditions precedent are satisfied. They often coordinate tax and employee transition allocations with internal teams and external counsel.

Seller Representative

Authorized officer or designated agent who confirms the accuracy of schedules, makes required representations, and signs to transfer specified assets and liabilities. The seller also typically provides required certificates and authorizations referenced in the addendum.

Core Elements to Include in a Professional Addendum

A clear Business Acquiring Addendum contains a concise set of clauses and exhibits that align with the main purchase agreement and make the amendment enforceable and auditable.

Parties

Identify buyer and seller legal entity names, addresses, and corporate capacities; include EINs where tax reporting depends on the amendment.

Effective Date

State the effective date of the amendment and whether it is retroactive; this date controls tax treatment, obligations, and transition timelines.

Assets and Liabilities

Describe precisely which assets transfer and which liabilities remain with seller, using attached schedules for serial numbers, contracts, and leases.

Representations & Warranties

Specify any updates or carve-outs to representations from the purchase agreement and identify survival periods for those representations.

Conditions Precedent

List closing conditions tied to the addendum, such as consents, third-party approvals, or regulatory filings, and state timing for cure periods.

Schedules/Exhibits

Attach confirmed exhibits: asset lists, employee rosters, assignment forms, and allocation statements to avoid ambiguity at closing.

Essential Data Fields to Include

Legal Entity: Exact corporate/legal name

Tax ID: EIN or TIN

Address: Street, city, state, ZIP

Effective Date: MM/DD/YYYY format

Asset List: References to attached schedules

Consideration: Amount or allocation description

Step-by-Step: Completing the Addendum

Follow these sequential steps to prepare, review, and finalize the Business Acquiring Addendum with minimal rework.

01

Review Agreement: Compare proposed changes to the original purchase agreement.
02

Assemble Schedules: Collect asset lists, employee rosters, and assignments.
03

Draft Amendment: Insert exact language and cross‑references to exhibits.
04

Obtain Signatures: Secure authorized signatures and confirm execution dates.

Where to Send and File the Executed Addendum

After execution, distribute signed copies to all transaction parties and retain certified copies in corporate records and escrow or closing repositories.

Buyer Counsel: Final signed copy for buyer legal file.
Seller Counsel: Seller retains an executed original.
Escrow Agent: Deliver executed addendum if escrow conditions reference it.
Corporate Records: File with minute books or electronic records repository.

Configuring an Online Completion Workflow

Set up roles, authentication, and storage before sending to avoid signing delays and ensure auditability.

Field	Configuration
Authentication	Email link plus optional SMS code or ID check
Template	Create reusable addendum template with locked clauses
Conditional Fields	Show schedules only when applicable
Storage	Choose secure repository with versioning

Digital Signing and File Format Requirements

Ensure the chosen eSignature solution supports export of a certificate of completion, secure storage, and required compliance features such as audit trails and optional BAA for healthcare-related records.

File formats: PDF and DOCX supported
Integrations: Connects to NetSuite, Salesforce, Box
Authentication: Email, SMS, or stronger methods

Key Dates and Deadlines to Track

Track execution deadlines and downstream filing or record updates to avoid compliance gaps and tax reporting issues.

Effective Date Selection:

Choose date that aligns with accounting and tax reporting.

Signature Deadline:

Set a firm deadline to close conditions on time.

Integration Date:

Plan employee and system transition dates in advance.

Record Updates:

Update corporate records and assignments after signing.

Tax Filings:

Coordinate with accountants for reporting changes.

Common Risks and Consequences of Errors

Misallocated Assets: Buyer/seller disputes

Missing Signatures: Questioned enforceability

Incorrect TIN: Backup withholding triggers

Conflicting Terms: Legal ambiguity and litigation risk

Late Filings: Potential tax penalties

Inadequate Authority: Transaction invalidation risk

Real-World Examples of Addendum Use

Practical examples show how parties document targeted changes without reopening the entire purchase agreement.

Tech Data — Operational Adjustment

A large distributor modified post‑closing inventory allocation to align closing counts with physical counts.

The amendment clarified responsibility for shrinkage.
The addendum avoided reopening price negotiation by isolating a single operational metric and set a short notice and reconciliation procedure for the agreed adjustment.

Martin Properties — Real Estate Parcel

A property portfolio sale excluded one parcel due to zoning issues.

Parties executed an addendum removing that parcel.
The addendum referenced the original schedule, adjusted purchase price allocations, and instructed the escrow agent to withhold funds until required zoning consents were obtained for any subsequent transfer.

Practical Tips to Avoid Delays or Disputes

Adopt these practices to reduce negotiation churn and ensure the addendum functions as intended at closing and afterward.

Confirm Signing Authority

Verify in writing that the signer has authority to bind the entity — use board resolutions or officer certificates where required to prevent later challenges to validity.

Attach Detailed Exhibits

Include specific asset and liability schedules with identifiers, contract numbers, and dates rather than relying on generic descriptions that invite later disagreement.

Coordinate Tax Allocations

Work with tax counsel to document allocation of purchase price and any elections to be filed, ensuring the addendum language aligns with required IRS reporting positions.

Preserve the Audit Trail

When using electronic signatures, retain the certificate of completion, signer authentication logs, and a timestamped copy of the fully executed addendum for recordkeeping.

Comparing eSignature Options for Executing Addenda

Basic pricing and feature availability for common eSignature vendors; signNow appears first as a cost-sensitive option that supports enterprise and Site License models.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Common Questions About Business Acquiring Addenda

Answers to frequent questions about enforceability, signatures, and practical execution issues for Business Acquiring Addenda.

Need help? Contact support

Can an addendum be electronically signed?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; confirm any state exceptions for specific instrument types and obtain required consumer disclosures when applicable.
When is notarization required?
Most business contract addenda do not require notarization for validity. Notarization may be needed for assignments, deeds, or when a state or recording office specifically requires it.
Who must sign for a corporation?
An authorized officer or an agent with express corporate authority should sign; obtain a corporate resolution or officer certificate to confirm authority and avoid later challenges.
How do I correct a mistake after signing?
Prepare a subsequent correcting addendum or amendment signed by the same authorized parties; do not alter executed originals without explicit, documented agreement of all parties.
Are e-signed copies admissible in court?
Yes. Under ESIGN and UETA, electronic records and signatures are admissible if they meet requirements for intent, consent, attribution, and record retention.
What authentication level is recommended?
Use email link plus SMS code for typical transactions; for high‑risk transfers consider identity verification or notarization. Retain audit trails showing IP, timestamp, and signer identity evidence.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now