Agreement for Sale and Purchase of a Business

Agreement for Sale and Purchase of a Business: Key Points to Consider

When it comes to buying or selling a business, it`s essential to have a legal agreement in place that outlines the terms and conditions of the transaction. This agreement is known as the Agreement for Sale and Purchase of a Business and is a crucial document that can help protect both the buyer and seller`s interests.

As a professional, here are some key points to consider when drafting an Agreement for Sale and Purchase of a Business.

1. Description of the Business

The agreement should include a detailed description of the business being sold. This description should cover the nature of the business, its assets, and liabilities, the industry it operates in, and any customer or vendor relationships that are key to the business`s success.

2. Payment Terms

The agreement should clearly outline the payment terms for the sale, including the purchase price, any down payment, and the payment schedule. Any contingencies or conditions that must be met before payment can be made should also be included.

3. Representations and Warranties

Both the buyer and seller should provide representations and warranties in the agreement. Representations generally relate to factual statements about the business, while warranties refer to promises made by the seller regarding the condition of the business.

4. Conditions to Closing

The agreement should specify any conditions that must be met before the sale can be completed. Common conditions to closing include obtaining necessary licenses or permits, securing financing, or resolving outstanding legal issues related to the business.

5. Non-Compete and Confidentiality Agreements

It`s crucial to include non-compete and confidentiality agreements in the sale agreement to ensure that the buyer is protected from competition from the seller or any of their affiliated companies for a specified period. Confidentiality provisions protect both parties from disclosing sensitive information related to the business.

6. Dispute Resolution

Ideally, the agreement should include provisions for dispute resolution in case any issues arise between the buyer and seller. This could include mediation or arbitration as a means of resolving conflicts.


The Agreement for Sale and Purchase of a Business is a critical document that can help ensure a smooth and successful transaction for both the buyer and seller. By considering the key points outlined above, you can create a comprehensive and effective agreement that protects your interests and leads to a successful sale.