Shop transfer (business sale) contract template (US)

Asset Purchase Agreement (Sale of a Small Business)

This Asset Purchase Agreement is made on Agreement Date between Seller Name, a Seller Entity Type and State, at Seller Address ("Seller"), and Buyer Name, a Buyer Entity Type and State, at Buyer Address ("Buyer").

1. Business and Assets

Seller agrees to sell, and Buyer agrees to buy, the business known as Business Name, located at Business Address (the "Business"), including these assets:

• Furniture, fixtures and equipment listed in Schedule A: Equipment List or Schedule Reference

• Inventory on hand at closing, counted on Inventory Count Date

• The business name, phone numbers, website, social media accounts and customer lists

• Goodwill

• Other Assets

Excluded assets: cash, bank accounts, accounts receivable before closing, and Other Excluded Assets.

2. Price

The purchase price is $Purchase Price, plus inventory at Seller's cost of about $Estimated Inventory Value, paid as follows:

• Deposit on signing: $Deposit Amount, held by Escrow Agent Name

• Balance at closing: $Balance at Closing

• Seller-financed note, if any: $Seller Note Amount or None, on the terms of a separate promissory note

The parties will allocate the price among the assets as follows for tax purposes and file IRS Form 8594 consistently: Price Allocation.

3. Lease and Licenses

Closing depends on the landlord consenting to assign the lease of the premises to Buyer, or giving Buyer a new lease on terms Buyer accepts. Buyer will obtain, in its own name, the business licenses, permits and tax registrations needed to run the Business; Seller will cooperate in transferring any that may be transferred.

4. Debts and Liabilities

Buyer is buying assets only. Seller remains responsible for all debts, taxes, wages, payroll taxes and other liabilities of the Business arising before closing, and will pay them when due. Seller will deliver the assets free of all liens. Where state law requires bulk sale notices or tax clearance certificates, the parties will comply before closing.

5. Employees

Seller will pay all wages and benefits owed to its employees through closing. Buyer may, but need not, offer employment to any of them.

6. Seller's Statements

Seller states that it owns the assets, has authority to sell them, has given Buyer true financial records for Financial Records Period, and knows of no lawsuit, violation notice or unpaid tax affecting the Business, except: Disclosed Exceptions or None.

7. Closing and Handover

Closing will take place on Closing Date. At closing, Seller will deliver a bill of sale, keys, codes, passwords and records, and will help Buyer for Transition Period to transfer customer and supplier relationships.

8. Non-Competition

For Non-Compete Period after closing, Seller will not open or work in a business that competes with the Business within Non-Compete Radius miles of the premises, to the extent the law of the governing state allows such a covenant in connection with the sale of a business.

9. Indemnity

Seller will indemnify Buyer against liabilities of the Business arising before closing. Buyer will indemnify Seller against liabilities arising from Buyer's operation of the Business after closing.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Seller | Buyer |

| --- | --- |

| Signature: Seller Signature | Signature: Buyer Signature |

| Name: Seller Printed Name | Name: Buyer Printed Name |

| Date: Seller Signing Date | Date: Buyer Signing Date |