Sample of an Agreement to Sell/Purchase a Business


When it comes to selling or purchasing a business, having a clear and detailed agreement in place is essential. This agreement outlines all of the terms and conditions of the transaction, including the purchase price, payment terms, inventory, assets, and liabilities. As a professional, I have put together a sample agreement to sell or purchase a business, which can serve as a starting point for any business transaction.


The agreement to sell/purchase a business is entered into by and between the seller and the buyer. The seller has agreed to sell and the buyer has agreed to purchase the following business on the terms and conditions set forth in this agreement.

Purchase Price

The purchase price for the business is $___________. This includes all tangible and intangible assets, inventory, and goodwill associated with the business.


The buyer shall pay a deposit of $___________ to the seller upon execution of this agreement. The deposit shall be non-refundable except for a breach of warranty by the seller.

Payment Terms

The buyer shall pay the remaining balance of the purchase price on or before the closing date of the transaction. The payment shall be made in cash or by certified check.


The seller agrees to sell and the buyer agrees to purchase all assets, tangible and intangible, including inventory, accounts receivable, and equipment.


The seller shall transfer all liabilities associated with the business to the buyer. The buyer shall assume all liabilities and debts of the business, including accounts payable, notes payable, and taxes.


The closing of the transaction shall take place on __________________ at _____________. The location of the closing shall be ________________.

Representations and Warranties

The seller makes the following representations and warranties:

– The seller is the sole owner of the business and has the legal right to sell the business.

– The business is in good standing and has all necessary licenses and permits to operate.

– The financial statements provided to the buyer are accurate and complete.

– There are no legal proceedings pending against the business.


The seller shall indemnify and hold harmless the buyer against any and all claims, damages, liabilities or expenses arising out of or in connection with the operation of the business prior to the closing date.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of _______________.


An agreement to purchase or sell a business can be a complex process, and it is important to have a clear and detailed agreement in place to protect both parties involved. This sample agreement can serve as a starting point for any business transaction, but it is important to consult with legal and financial professionals to ensure that all aspects of the transaction are properly addressed.