Business Seller Document

Business Seller Document

Effective Date:

Recitals

WHEREAS, Seller: is the legal owner of the business identified as Business Name: , including goodwill, assets, and certain contracts described herein;

WHEREAS, Buyer: desires to purchase from Seller, and Seller desires to sell to Buyer, the business and related assets on the terms set forth in this agreement (the "Agreement").

WHEREAS, the parties intend that the transfer shall effect the sale of those assets and rights specifically enumerated in the Scope of Transfer section and shall allocate purchase price and liabilities as provided below.

Scope of Transfer

Payment Terms

Purchase Price: $ payable in accordance with the schedule below. The Purchase Price shall be allocated among the assets transferred in accordance with the parties' mutual allocation statement delivered at Closing.

Late Fee: If any installment is not paid within days of its due date, the overdue amount shall bear interest at % per annum (or the maximum rate permitted by law), plus a late charge of $ to cover collection costs.

Closing; Transfer of Possession

Closing shall occur on or before , unless extended by mutual written agreement. At Closing, Seller shall deliver duly executed instruments of transfer, bills of sale, assignments of contracts and intellectual property, and other documents reasonably necessary to vest possession and title in Buyer.

Term and Termination

Term Commencement: This Agreement commences on Effective Date specified above and continues until all obligations of the parties have been performed or earlier terminated as provided below. Start Date: .

Termination Date (if applicable): . Either party may terminate this Agreement for cause upon written notice specifying the nature of default and providing days to cure. If the default is not timely cured, the non-defaulting party may terminate this Agreement and pursue all remedies available at law or equity.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public financial, operational, customer or proprietary information of the other party (the "Disclosing Party") received in connection with this Agreement, except as required by law or to the Receiving Party's professional advisors subject to confidentiality obligations. Confidential information excludes information that (a) is or becomes publicly available other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; or (c) is independently developed without use of the Disclosing Party's confidential information. Upon termination or request, the Receiving Party shall return or destroy confidential materials and certify such return or destruction in writing.

Representations and Warranties (Limited)

Seller represents and warrants that, to Seller's knowledge, Seller has good and marketable title to the assets being sold, the business is operated in compliance with applicable law except for matters disclosed in writing to Buyer prior to Closing, and there are no undisclosed material liabilities or encumbrances on the assets being transferred. Buyer represents that Buyer has the corporate or individual authority to enter into this Agreement and to perform its obligations hereunder.

Indemnification

Seller shall indemnify and hold Buyer harmless from and against any losses, claims or liabilities arising from Seller's breach of any representation or warranty or from liabilities not expressly assumed by Buyer. Buyer shall indemnify and hold Seller harmless from liabilities arising from Buyer's operation of the business after Closing and from Buyer's breach of this Agreement. Indemnification claims shall be subject to reasonable notice, mitigation and documentation requirements and any applicable caps or survival periods agreed by the parties.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to make a good faith effort to resolve disputes through negotiation; if unresolved within days, disputes may be submitted to mediation or other agreed alternative dispute resolution procedures prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, together with all exhibits, schedules and documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements. Any amendment or modification to this Agreement must be in writing and signed by both parties to be effective.

Notices

Additional Provisions

Execution of this Agreement by the parties below constitutes binding acceptance of all terms set forth herein and authorizes the parties to take those actions reasonably necessary to effectuate the transfer described above.

Sign Now