Is an electronic signature valid?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and state UETA laws when the four‑prong test is met: intent, consent, attribution, and retention.

Do I need a notary or witnesses?

Most As Is Agreements do not require notarization, but specific attachments (deeds, affidavits) may. Check state rules for deeds and notarization; some states require witnesses for certain conveyances.

How do I correct a signed agreement?

Material changes require an amendment signed by all parties. Minor clerical corrections can be addressed with a signed amendment or addendum to preserve the original audit trail.

Who can sign on behalf of a company?

Persons with explicit corporate authority should sign; obtain a corporate resolution, officer certificate, or other proof of authority to avoid challenges to enforceability.

How should I store executed copies?

Keep signed originals and a searchable electronic copy with an audit trail showing signer identity, timestamp, and IP address. Retain per applicable statutory periods and industry rules.

What if a party claims misrepresentation?

Document disclosures, schedules, and correspondence carefully. Indemnity clauses, caps, and survival periods are standard risk‑allocation tools; consult counsel for dispute resolution steps.

Electronic Signature
Templates
Miscellaneous
Business As Is Agreement

Business As Is Agreement

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

BUSINESS AS IS AGREEMENT

This Business As Is Agreement (the "Agreement") is made and entered into on this Effective Date: by and between Seller Name: and Buyer Name: .

RECITALS

WHEREAS, Seller is the owner of the business known as Business Name: , located at Business Address: (the "Business"); and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, all rights, title and interest in and to the Business on an "AS IS, WHERE IS" basis without representations or warranties except as expressly set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions of that sale in this Agreement.

SCOPE OF TRANSFER

1. Transfer of Business. Subject to the terms and conditions of this Agreement, on the Closing Date Seller shall transfer to Buyer and Buyer shall accept from Seller all rights, title and interest in and to the Business, including goodwill, tangible assets, inventory, equipment, customer lists, contracts assignable by their terms, and permits to the extent transferable (collectively, the "Transferred Assets"), except for the assets specifically excluded by written schedule attached hereto.

Detailed Description of Assets and Exclusions

PAYMENT TERMS

2. Purchase Price. The total purchase price for the Transferred Assets shall be Purchase Price: $ (the "Purchase Price"), payable as provided below.

Payment Schedule and Method Late Payment Fee

3. If any payment is not received by Seller within days after the due date, interest shall accrue on the overdue amount at a rate of % per month or the maximum rate permitted by law, whichever is lower. Buyer also shall be responsible for all costs of collection, including reasonable attorneys' fees.

CLOSING; CONDITIONS

4. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on Closing Date: unless otherwise agreed in writing by the parties. At Closing, Seller shall deliver documents necessary to transfer title to the Transferred Assets and Buyer shall pay the Purchase Price in accordance with Section 2.

TERM AND TERMINATION

5. Term. This Agreement shall be effective as of the Effective Date and shall terminate upon fulfillment of all obligations of the parties following Closing, except for those provisions that by their terms survive termination.

6. Termination for Breach. Either party may terminate this Agreement prior to Closing upon written notice to the other party if the other party materially breaches any representation, warranty or covenant contained in this Agreement and fails to cure such breach within Notice Period: days after receipt of written notice specifying the breach.

NO WARRANTIES; AS IS SALE

7. Buyer acknowledges and agrees that the Business and all Transferred Assets are sold "AS IS, WHERE IS" without any representations or warranties, express or implied, of any kind, including, without limitation, warranties as to merchantability, fitness for a particular purpose, condition, or the accuracy of any financial statements, except only that Seller has good and marketable title to the Transferred Assets subject to any liens or encumbrances expressly disclosed in writing prior to Closing.

CONFIDENTIALITY

8. Confidentiality. For a period of Confidentiality Duration: years from the Effective Date, each party shall keep confidential and not disclose to any third party any non-public information concerning the other party's business, customers, pricing or technical information learned in connection with due diligence or performance under this Agreement, except as required by law, legal process or to a party's legal or financial advisors who are bound by confidentiality obligations.

INDEMNIFICATION

9. Indemnification. Seller shall indemnify, defend and hold Buyer harmless from and against any third-party claims arising from Seller's ownership or operation of the Business prior to Closing, including unpaid taxes, employee claims and environmental liabilities, except to the extent such liabilities were disclosed in writing prior to Closing. Buyer shall indemnify, defend and hold Seller harmless from and against claims arising from Buyer's actions following Closing.

GOVERNING LAW

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT; MISCELLANEOUS

11. Entire Agreement. This Agreement, together with any written exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Additional Terms (optional)

12. Notices. Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice in accordance with this Section.

Seller Mailing Address Buyer Mailing Address

Seller:

By:

Date:

Buyer:

By:

Date:

What a Business As Is Agreement Covers

A Business As Is Agreement documents the sale or transfer of a business or its assets with no express warranties about condition, fitness, or future performance. It specifies assets included, liabilities retained or assumed, purchase price, closing mechanics, and allocation of risk between buyer and seller. These agreements commonly include asset schedules, tax and license adjustments, and indemnities. When executed electronically, the agreement can meet federal e‑signature rules under the ESIGN Act (15 U.S.C. §7001) and applicable state UETA provisions, provided intent, consent, attribution, and retention requirements are satisfied.

Why Use a Business As Is Agreement

A clear As Is Agreement allocates risk and documents exactly what transfers at closing. It reduces post‑closing disputes, clarifies tax and liability treatment, and records buyer acknowledgement of condition and known exceptions. Properly drafted, it supports enforceability in court and can be executed electronically under ESIGN and state UETA rules when signature intent and retention requirements are met.

Who Typically Prepares and Signs This Agreement

Typical parties include the selling business owner, the buyer (individual or entity), and advisors who prepare or review the document.

Buyer representatives and acquiring entities involved in asset or stock purchases of a business.
Sellers and their owners who must disclose known defects, contracts, and exclusions accurately.
Brokers, accountants, and attorneys who prepare schedules, tax adjustments, and closing deliverables.

Each signer should have authority to bind their organization; counsel often confirms signatory authority before closing.

Core Sections to Include in a Professional As Is Agreement

A robust As Is Agreement balances clarity and brevity while covering assets, exclusions, liabilities, and post‑closing mechanics. Include schedules and plain‑language definitions to reduce ambiguity.

Asset Schedule

A detailed inventory of tangible and intangible assets included in the sale, with identifiers, serial numbers, and references to attachments to avoid later disputes or mistaken inclusions.

Excluded Items

A clear list of assets and liabilities retained by the seller, including specific contracts, leases, employee obligations, and liabilities not assumed by the buyer.

Purchase Price

The total consideration, payment timing, escrow instructions, allocation among asset classes for tax purposes, and any holdbacks or escrowed indemnity funds.

Representations

Seller representations about ownership, title, authority, and absence of undisclosed liabilities, often limited in scope and subject to the express 'as is' purchase terms.

Indemnities

Mutual or seller indemnities for breaches, tax liabilities, or third‑party claims, with caps, time limits, and notice and defense procedures detailed.

Closing Mechanics

Conditions precedent, required closing deliverables, transfer of licenses or permits, allocation of closing costs, and a defined effective date and time for transfer.

Essential Information to Capture

Party Names: Full legal entity names

Addresses: Street, city, state, ZIP

Asset List: Detailed schedules included

Purchase Terms: Price, payment schedule

Representations: Scope and limitations

Signatures: Signer name and date

Filling Out a Business As Is Agreement — Step by Step

Follow this sequence to prepare, review, and execute an As Is Agreement efficiently while preserving legal enforceability.

01

Draft agreement: Assemble asset schedules and exclusions before drafting language.
02

Allocate tax treatment: Specify allocation for IRS reporting and buyer tax basis.
03

Confirm authority: Obtain corporate resolutions or signing authority documentation.
04

Execute and retain: Sign, date, and keep copies with audit trail and retention plan.

How to Configure an Online Signing Workflow

Set up a straightforward digital workflow: upload the agreement, place fields, choose signer authentication, and define the routing order before sending.

Field	Configuration
Document upload	PDF or DOCX upload with attached exhibits
Signature fields	Place signature, initials, and date fields
Authentication	Email link, SMS code, or stronger KBA as required
Routing order	Sequential or parallel signer sequence

Digital Signing and File Format Considerations

Choose a platform that supports common file types, audit trails, and the signer authentication level your transaction requires.

Integrations: Salesforce, NetSuite, Microsoft 365 compatibility
File types: PDF, DOCX, and HTML supported
Security: TLS in transit; AES‑256 at rest

Ensure the platform provides an auditable certificate of completion and keeps records in a searchable format for retention and regulatory needs.

Typical Online Execution Flow

A reliable online signing process reduces friction and captures necessary evidence of signature intent and execution for enforceability.

Upload document: Sender uploads final agreement and exhibits.
Place fields: Add signature, initial, and date fields where required.
Authenticate signer: Use email, SMS, or KBA per risk level.
Complete signing: Signed copies and audit trail are generated.

Common Deadlines and Timing Expectations

Include clear dates and response windows in the agreement for due diligence, objections, closing, and delivery of closing documents to avoid delay.

Due diligence period:

Typical window is 15–45 days to inspect records and assets.

Objection deadline:

Buyer usually has a fixed period to deliver cure notices.

Closing date:

Specify exact date, time, and location or electronic closing mechanics.

Document delivery:

Define when deeds, assignments, or third‑party consents must be delivered.

Record retention:

Retain executed agreement per retention policy and applicable law.

Common Mistakes to Avoid

Using vague asset descriptions that lead to transfer disputes and post‑closing litigation.
Failing to attach or reference schedules for excluded liabilities, third‑party consents, and permits.
Not verifying signer authority for entities, which can render the agreement voidable.
Overlooking tax allocation language, causing unexpected tax liabilities for buyer or seller.

Potential Legal and Financial Risks

Voidable Agreement: May be rescinded

Tax Exposure: Unexpected liabilities arise

Third‑party Claims: Creditor liens survive transfer

HIPAA Breach Risk: Healthcare transfers need authorization

Fraud Allegations: Misrepresentation claims possible

Closing Delays: Missing consents postpone transfer

How eSignature Providers Compare for This Agreement

Compare core pricing and capabilities when choosing an eSignature provider for executing Business As Is Agreements; signNow is listed first per vendor-comparison conventions.

	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, no card required	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

FAQs and Troubleshooting

Answers to common questions about enforceability, signatures, revisions, and storage for Business As Is Agreements.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and state UETA laws when the four‑prong test is met: intent, consent, attribution, and retention.
Do I need a notary or witnesses?
Most As Is Agreements do not require notarization, but specific attachments (deeds, affidavits) may. Check state rules for deeds and notarization; some states require witnesses for certain conveyances.
How do I correct a signed agreement?
Material changes require an amendment signed by all parties. Minor clerical corrections can be addressed with a signed amendment or addendum to preserve the original audit trail.
Who can sign on behalf of a company?
Persons with explicit corporate authority should sign; obtain a corporate resolution, officer certificate, or other proof of authority to avoid challenges to enforceability.
How should I store executed copies?
Keep signed originals and a searchable electronic copy with an audit trail showing signer identity, timestamp, and IP address. Retain per applicable statutory periods and industry rules.
What if a party claims misrepresentation?
Document disclosures, schedules, and correspondence carefully. Indemnity clauses, caps, and survival periods are standard risk‑allocation tools; consult counsel for dispute resolution steps.

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