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Business Sales Agreement for the United States

Business Sales Agreement Template for United States

A Business Sales Agreement is a legally binding contract used in the United States that documents the terms and conditions for the sale and purchase of a business or its assets. This agreement is governed by state-specific contract laws and the Uniform Commercial Code, outlining crucial elements such as purchase price, payment terms, assets included, liabilities assumed, representations and warranties, and closing conditions. It provides comprehensive protection for both buyer and seller while ensuring compliance with federal and state regulations.

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What is a Business Sales Agreement?

The Business Sales Agreement serves as the primary document in business acquisition transactions within the United States. It is essential when transferring ownership of a business or its assets from one party to another, whether as an asset sale or stock purchase. This comprehensive agreement addresses all aspects of the transaction, including purchase price, payment structure, assets and liabilities, employee matters, and post-closing obligations. It ensures compliance with federal and state regulations while protecting both parties' interests through detailed representations, warranties, and indemnification provisions.

What sections should be included in a Business Sales Agreement?

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including asset/business description and price

5. Payment Terms: Payment structure, timing, and method

6. Closing Conditions: Conditions that must be met before completion

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Governing Law: Jurisdiction and applicable law

What sections are optional to include in a Business Sales Agreement?

1. Employee Matters: Terms relating to employee transfer and associated rights and obligations

2. Intellectual Property: IP transfer and licensing provisions, including ownership and usage rights

3. Environmental Matters: Environmental warranties, indemnities, and compliance obligations

4. Transition Services: Post-closing support services and operational continuity arrangements

What schedules should be included in a Business Sales Agreement?

1. Asset Schedule: Detailed list of assets included in the sale

2. Excluded Assets Schedule: List of assets explicitly excluded from the sale

3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

4. Key Contracts Schedule: List of material contracts being transferred

5. Employee Schedule: List of transferring employees and their terms

6. Intellectual Property Schedule: Details of IP assets being transferred

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses



































Industries

Uniform Commercial Code (UCC): Primary law governing sales of goods, secured transactions, and contract formation. Key sections include Article 2 for sale of goods and Article 9 for secured transactions.

State-Specific Contract Laws: Individual state regulations governing contract formation, enforceability, and Statute of Frauds requirements. Varies by jurisdiction within the United States.

Federal Antitrust Laws: Including Sherman Antitrust Act, Clayton Act, and Federal Trade Commission Act. Governs competition and prevents monopolistic practices in business transactions.

Consumer Protection Laws: Federal Trade Commission regulations and state consumer protection statutes ensuring fair business practices and consumer rights protection.

Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, and state 'Blue Sky' laws. Applicable if the transaction involves securities or regulated investments.

Tax Considerations: Internal Revenue Code, state/local tax regulations, and sales tax requirements affecting business transactions and transfers.

Intellectual Property Laws: Patent Act, Copyright Act, Trademark Act, and Trade Secrets Protection laws governing the transfer or licensing of intellectual property assets.

Environmental Regulations: Environmental Protection Agency regulations and state environmental laws, particularly relevant if the business involves environmental impacts or compliance requirements.

Employment Laws: Fair Labor Standards Act, state employment laws, and WARN Act requirements, particularly important if the business sale includes employee transfers.

Privacy Laws: Data protection requirements and industry-specific privacy regulations governing the handling and transfer of sensitive information.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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