The Small Business Sale Agreement is a crucial document used when transferring ownership of a small business in the United States. It's particularly relevant for transactions involving businesses with annual revenues typically under $5 million. This agreement covers all aspects of the sale, including asset transfer, employee transitions, intellectual property rights, and ongoing obligations. It must comply with both federal regulations and state-specific business transfer laws. The document is essential for protecting both parties' interests and ensuring a smooth ownership transition. It's commonly used in situations ranging from retirement sales to strategic acquisitions.
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1. Parties: Identification and details of the buyer and seller
2. Background: Context of the sale and brief description of the business
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details of consideration and payment structure
5. Assets/Shares Being Sold: Specific description of what is being transferred
6. Closing Conditions: Requirements that must be met before sale completion
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing promises and obligations of the parties
9. Indemnification: Protection against losses and liabilities
10. Termination: Circumstances under which the agreement can be terminated
11. General Provisions: Miscellaneous legal provisions including governing law, notices, and amendments
1. Employee Matters: Terms regarding staff transition and employment arrangements - used when employees are being transferred with the business
2. Intellectual Property: Terms regarding IP transfer and protection - used when the business owns significant IP assets
3. Real Estate: Terms regarding property transfer - used when real estate is included in the sale
4. Environmental Matters: Environmental compliance and liabilities - used when the business has potential environmental impacts
5. Non-Competition: Restrictions on seller's future business activities - used when protecting the business's competitive position is crucial
1. Schedule A - Asset Schedule: Detailed list of all assets included in the sale
2. Schedule B - Inventory List: Current inventory being transferred
3. Schedule C - Equipment List: Detailed list of equipment included in sale
4. Schedule D - Contracts Schedule: List of contracts being assigned/transferred
5. Schedule E - Employee Schedule: List of employees and their key terms of employment
6. Schedule F - Intellectual Property Schedule: List of all IP assets being transferred
7. Schedule G - Due Diligence Checklist: Comprehensive list of documents reviewed
8. Schedule H - Assumed Liabilities: Detailed list of liabilities being assumed by the buyer
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