The Small Business Transfer Agreement is a crucial document used in the United States when transferring ownership of a small business from one party to another. It's particularly relevant for transactions involving privately held companies, family businesses, or small to medium-sized enterprises. The agreement addresses all aspects of the business transfer, including asset valuation, employee transitions, liability assumptions, and ongoing obligations. It incorporates necessary provisions to comply with federal and state regulations, including securities laws, tax requirements, and industry-specific compliance matters. This comprehensive document serves as the foundation for the entire transaction, protecting both buyer and seller interests while ensuring a smooth transition of business ownership.
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1. Parties: Identification of the seller, buyer, and any guarantors or other key parties to the agreement
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Seller's Representations and Warranties: Statements of fact and assurances about the business, assets, and liabilities
8. Buyer's Representations and Warranties: Statements regarding buyer's capacity and authority to enter into the agreement
9. Pre-Closing Covenants: Obligations of parties between signing and closing
10. Post-Closing Covenants: Ongoing obligations after the closing
11. Indemnification: Rights and obligations regarding compensation for losses or damages
12. Employee Matters: Treatment of employees and related liabilities
13. Confidentiality: Protection of confidential information and trade secrets
14. Termination: Circumstances under which the agreement may be terminated
15. General Provisions: Standard legal provisions including governing law, notices, amendments, etc.
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Seller Financing: Include when the seller is providing financing for part of the purchase price
3. Non-Competition: Restrictions on seller's future business activities, if applicable
4. Transition Services: When seller agrees to provide temporary support post-closing
5. Real Estate Matters: Required if the business owns or leases real property
6. Intellectual Property Assignment: Detailed IP transfer provisions if significant IP assets are involved
7. Environmental Matters: For businesses with environmental compliance obligations
8. Third-Party Consents: When material contracts or licenses require consent for transfer
1. Schedule of Assets: Detailed list of all assets being transferred
2. Schedule of Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule of Assumed Liabilities: Detailed list of liabilities being assumed by buyer
4. Schedule of Excluded Liabilities: Liabilities explicitly excluded from assumption
5. Employee Schedule: List of employees, positions, and compensation
6. Material Contracts: List and copies of important business contracts
7. Intellectual Property Schedule: List of all IP assets being transferred
8. Real Property Schedule: Details of owned or leased real estate
9. Inventory Schedule: Current inventory list and valuation
10. Permits and Licenses: List of transferable permits, licenses, and registrations
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