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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Business Sale Agreement (Asset Purchase Agreement) is the binding contract for the sale of an operating business's assets — inventory, equipment, customer lists, intellectual property, contracts, and goodwill. Includes representations and warranties, a closing checklist, non-compete covenants from the seller, and a transition services arrangement. The buyer typically does not assume unknown liabilities of the seller entity. Fill out this free business sale agreement (asset purchase) template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Terms.
This Asset Purchase Agreement is entered into by ______________, of ______________ ("Seller"), and ______________, of ______________ ("Buyer"), concerning the business known as ______________ (the "Business").
Seller shall sell, transfer, and convey to Buyer, and Buyer shall purchase from Seller, all right, title, and interest in the following assets of the Business (the "Assets"): ______________, together with the goodwill of the Business.
The following assets are excluded from this sale: None. Buyer does not assume any liabilities of the Business except those expressly assumed in writing at closing.
The total purchase price is $0.00, payable as follows: (a) $0.00 as a deposit upon execution, and (b) the balance in cash or certified funds at closing.
Closing shall occur on or before ______________. At closing, Seller shall deliver bills of sale, assignments, and such other instruments as are reasonably necessary to convey the Assets.
Seller represents and warrants that (a) Seller has good and marketable title to the Assets, free of liens; (b) the financial statements provided to Buyer fairly present the Business; (c) there is no litigation pending or threatened against the Business; and (d) Seller has complied with all applicable laws.
For a period of 24 months following closing, Seller shall not, directly or indirectly, engage in any business competitive with the Business within the geographic area historically served by the Business.
Seller shall indemnify and hold Buyer harmless from any losses arising out of (a) any breach of Seller's representations or warranties, or (b) any pre-closing liabilities of the Business not expressly assumed by Buyer.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.