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Learning Center Article

Sales Agreement for Buying a Business

The sales agreement is the key document in buying the business assets or stock of a corporation. You need to review the document in minute detail to make sure it outlines the terms you have agreed to. It is in this agreement that you should define everything that you intend to purchase of the business and its assets, customer lists, intellectual property and goodwill. If you don't have a lawyer to help you draft the terms of the sale, you should at least have one review the agreement before you sign it.

What Should Be Included?

The following is a checklist of items that should be addressed in the agreement:

  1. Names of seller, buyer, and business

  2. Background information

  3. Assets being sold

  4. Purchase price and allocation of assets

  5. Covenant not to compete

  6. Any adjustments to be made

  7. Terms of the agreement and payment terms

  8. List of inventory included in the sale

  9. Compliance with the Bulk Sales laws of the state

  10. Any representation and warranties of the seller

  11. Any representation and warranties of the buyer

  12. Determination as to the access to any business information

  13. Determination as to the running of the business prior to closing

  14. Contingencies

  15. Possibilities of having the seller continue as a consultant

  16. Fees, including brokers fees

  17. Date of closing

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