Business Purchase Agreement Template

Whether you’re closing a Main Street business or a mid-market transaction, this professionally drafted business sale agreement is formatted to meet legal requirements and written in simple language.

• Addresses the sale of a business as assets, including all physical property, goodwill, and intellectual property
• Contains a fair market value provision with integrated IRS reporting requirements
• Includes provisions for closing mechanics: delivery dates, bill of sale, delivery of all assets free of liens, and assumption of buyer tax liability
• Addresses the assignment of leases currently in effect, with the seller remaining liable for the terms of the lease until its expiration date or earlier buyout by the buyer
• Non-solicitation and confidential information provisions remain in effect after the transaction is closed

This Business Purchase Agreement Template is editable and free. Download as a Word or PDF document and tailor it to your transaction. Sign it online in minutes.

Who It’s For

The sample business sale agreement below can be used in various scenarios:

• Individuals and small business owners selling their company
• Buyers who only want to purchase assets from a business
• Brokers selling a business on behalf of another party
• Buyers who are purchasing an existing business, such as a franchise, retail store, or service business
• Lawyers and accountants handling smaller M&A deals where customized agreements aren’t necessary

What’s Included in the Business Purchase Agreement Template

The following sample agreement contains many of the provisions necessary to regulate the sale of a business from the initial offer to closing:

• Agreement price, deposit, closing costs, and interest rate provisions
• Fair market value provision for all property transferred. Reporting to the IRS
• Closing date, place, and seller’s delivery requirements, including all liens, filings, and condition of assets
• Buyer’s closing requirements: payment, tax responsibility for acquired assets
• Conditions precedent: conditions that terminate this agreement and require the return of the deposit
• Business lease holdover provisions and buyer’s option to buy out

All standard clauses, like litigation provision, confidentiality, post-close non-solicitation provision, and dispute resolution are presented too. Both parties can sign in signature blocks for agreement acceptance and legal effect.

How to Write Your Business Purchase Agreement

The template will structure the deal for you, but here are some decisions you should make before signing:

1. Specify the Assets

This agreement is templated as an asset sale. An asset sale is when a buyer purchases a business's assets, not the legal entity itself. Before listing assets in the description, identify which assets will be transferred (equipment, customer lists, intellectual property, inventory, goodwill, website). Be thorough. The most common cause of lawsuits after business sales is disagreement over vague asset descriptions.

2. Tie the Purchase Price to Fair Market Value and Get It in Writing

The agreement requires both parties to certify that fair market value was paid. You should also report the sale to the IRS. If you don't have a formal valuation by a business valuator, you should consider obtaining one before signing the agreement. The sale of real estate, equipment, and large swaths of goodwill should be valued by a third party. Otherwise, you leave the buyer open to tax liability and expose yourself to legal liability.

3. Purposefully Make the Deposit Amount Liquidated Damages

The template assumes that the buyer's deposit will be retained as liquidated damages if the buyer breaches the agreement. Consider whether that deposit amount makes sense for your transaction. Too low, and it won’t prevent a buyer from backing out of the deal. Too high, and it may not be considered a valid liquidated damages amount in your state. Many entrepreneurs use 5-10% of the purchase price as a benchmark.

4. Address the Lease Before Closing

If there’s a lease on the business premises, the seller remains liable for it unless the buyer specifically assumes it. Decide before signing the agreement whether the buyer will assume the lease, negotiate new lease terms, or have the existing lease bought out. Define which fees will be passed onto the buyer. This cannot be decided at closing.

5. Tailor the Non-Solicitation Clause to Your Industry

Non-solicitation clauses prevent the seller from stealing employees and/or customers. By including a time restriction of 12 to 24 months, you both agree to a reasonable timeframe and specifically define the geographical area or customer base being restricted. Most courts interpret non-solicitation clauses against the buyer when the duration is vague.

Documents Often Used Alongside a Business Purchase Agreement

• Non‑Disclosure Agreement (NDA): Use this template during early talks before you share sensitive information.
• Memorandum of Agreement (MOA): When you want a high‑level, non‑binding roadmap before drafting the full business purchase agreement, an MOA can outline key terms and keep both sides aligned.
• Share Transfer Agreement: If you’re buying the company by acquiring shares (stock deal) rather than just assets, use a share transfer agreement to document the transfer of ownership, representations, and closing mechanics.