Alot of websites on the internet claim to offer a free template of a business sales contract.  I spent all day today looking for one, but no one was giving one away for free.  They all wanted you to pay for the ability to use their contract of a business sale.

I finally went to a lawyer and got a business sales contract drawn up, he has given me permission to share this, so anyone can use it at will.  Remember to use your own due diligence before using anything on the internet.

AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS

This Agreement of Purchase and Sale (the “Agreement”) is made in twooriginal copies, effective [DATE]

BETWEEN:    [YOUR COMPANY ANY NAME] (the “Vendor”), a company organized and existing under      the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                       [YOUR COMPLETE ADDRESS]

AND:               [PURCHASER NAME] (the “Purchaser”), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                     [COMPLETE ADDRESS]

1.     SUBJECT-MATTER
1.1   The Purchaser agrees to buy and the Vendor agrees to sell to the
Purchaser as a going concern all the undertaking and assets owned by
the Vendor in connection with the [TYPE OF BUSINESS] business carried
on as [YOUR COMPANY NAME] at [YOUR COMPLETE ADDRESS] (the “business”)
including, without limiting the generality of the foregoing:

 a) The furniture, fixtures and equipment more particularly described
in Schedule A (the “equipment”):

 b) All saleable stock in trade (the “stock in trade”);

 c) All useable parts and supplies (the “parts and supplies”);

 d) All leasehold interest in the lease held by the Vendor from [NAME
OF LANDLORD] (the “lease”);

 e) The goodwill of the business together with the exclusive right to
the Purchaser to represent itself as carrying on business in
succession to the Vendor and to use the business style of the business
and variations in the business to be carried on by the Purchaser (the
“goodwill”).

1.2   The following assets are expressly excluded from the purchase and sale:

       [LIST EXCLUSIONS, e.g. cash on hand or on deposit, accounts
receivable, book and other debts due or accruing due].


2. PURCHASE PRICE

2.1   The purchase price payable for the undertaking and assets to be
brought and sold is the total of the amounts computed and allocated as
follows:
   a) For the equipment – [AMOUNT ];




b)  For the stock in trade, its direct cost to the Vendor;

c) For the parts and supplies, their direct cost to the Vendor;

d) For the goodwill – [AMOUNT];

e) For all other assets agreed to be bought and sold.

2.2   The purchase price of the stock in trade shall be established by
an inventory taken and valued after close of business on the day
before the day of closing. The Vendor shall produce evidence
satisfactory to the Purchaser of the direct cost to the Vendor of
items included in stock in trade. The Purchaser may exclude from the
purchase and sale any items which the Purchasers reasonably considers
unsalable by reason of defect in quality or in respected of which the
Purchaser is not reasonably satisfied as to proof of direct cost.

2.3  The purchase price of the parts and supplies shall be established
by an inventory taken and valued after close of business on the day
before the day of closing. The Vendor shall produce evidence
satisfactory to the Purchaser of the direct cost to the Vendor of
items included in the parts and supplies. The Purchaser may exclude
from the purchase and sale any items which the Purchaser reasonably
considers unusable or in respect of which the Purchaser is not
reasonably satisfied as to proof of direct cost.

3.   TERMS OF PAYMENT

3.1  The Vendor acknowledges receiving a check for [AMOUNT] from the
Purchaser on execution of this agreement to be held as a deposit by
the Vendor on account of the purchase price of the undertaking and
assets agreed to be bought and sold and as security for the
Purchaser’s due performance of this agreement

3.2 The balance of the purchase price for the undertaking and assets
agreed to be bought and sold shall be paid, subject to adjustments, by
certified check on closing.

3.3  The balance of the purchase price due on closing shall be
specially adjusted for all prepaid and assumed operating expenses of
the business including but not limited to rent and utilities.

4. CONDITIONS, REPRESENTATIONS AND WARRANTIES

4.1  In addition to anything else in this agreement, the following are
conditions of completing this agreement in favor of the Purchaser:
 a) That the Purchaser obtain financing on terms satisfactory to it
to complete the purchase;

 b) That the carrying on of the business at its present location is
not prohibited by the land use restrictions;

 c) That the lesser of the lease consents to its assignment to the Purchaser;

 d) That the Purchaser obtain all the permits and licenses required
for it to carry on the business;

 e) That the Vendor supply or deliver on closing all of the closing documents;

 f) That the premises shall be in the same condition, reasonable wear
and tear expected, on the date of passing as they are currently in;

  g) That Seller’s board of directors has duly authorized the
execution of this agreement.




4.2  The following representations and warranties are made and given
by the Vendor to the Purchaser and expressly survive the closing of
this agreement. The representations are true as of the date of this
agreement and will be true as of the date of closing when they shall
continue as warranties according to their terms. At the option of the
Purchaser, the representations and warranties may be treated as
conditions of the closing of this agreement in favor of the
Purchaser. However, the closing of this agreement shall not operate as
a waiver or otherwise result in a merger to deprive the Purchaser of
the right to sue the Vendor for breach of warranty in respect of any
matter warranted, whether or not ascertained by the Purchaser prior to
closing:

 a)  The Vendor is a resident of [YOUR COUNTRY] within the meaning of
the Income Tax Act of [YOUR COUNTRY]

 b) The Vendor owns and has the right to sell the items listed in Schedule A;

 c) The assets agreed to be bought and sold are sold free and clear
of all liens, encumbrances and charges;

 d) The equipment is in good operating condition;

 e) Until the closing date of this agreement, Vendor shall not,
without the written consent of Purchaser, dispose of or encumber any
of the ordinary course of Vendor’s business. The undertaking and
assets agreed to be bought and sold will not be adversely affected in
any material respect in any way, and Vendor will not do anything
before or after closing to prejudice the goodwill;

 f) The financial statements for the business produced by the Vendor
and appended as Schedule B are fair and accurate, and prepared in
accordance with generally accepted accounting principles.

   g) The lease is in good standing and Vendor has fulfilled all of
its obligations under the lease;

  h) The Vendor has made full and fair disclosure in all material
respects of any matter that could reasonably be expected to affect the
Purchaser’s decision to purchase the undertaking and assets agreed to
be brought and sold on the terms set out this agreement;

 i) The Vendor will execute such assignments, consents, clearances or
assurances after closing, prepared at the Purchaser’s expense, as the
Purchaser considers necessary or desirable to assure the Purchaser of
the proper and effective completion of this agreement.

 j) Vendor agrees to disclose to Purchaser not later than [NUMBER]
days after the closing date, all trade secrets, customer lists, and
technical information held or controlled by Vendor and relating to the
business sold here under.

5. RISK

5.1 The risk of loss or damage to the undertaking and assets agreed
to be bought and sold remains with the  Vendor until closing.

5.2  In the event of loss or damage to the tangible assets agreed to
be bought and sold prior to closing, at the option of the Purchaser,
the replacement cost of the assets lost or damaged or any of them may
be deducted from the total purchase price otherwise payable by the
Purchaser under this agreement and the corresponding lost or damaged
shall be excluded from the purchase and sale.



6. SALES TAXES

6.1  The Purchaser shall pay any and all sales taxes payable in
respect of the purchase and sale of assets pursuant to this agreement.

6.2 The Vendor shall pay all sales taxes payable or collectible in
connection with carrying on the business up to closing and obtain and
supply the Purchaser with satisfactory proof of payment within a
reasonable time of closing.

7.  NON-COMPETITION

7.1 The Vendor covenants with the Purchaser that, in consideration of
the closing of this agreement, the Vendor will not operate a [TYPE OF
BUSINESS] business or in any way aid and assist any other person to
operate such a business in [GEOGRAPHICAL AREA]for a period of[PERIOD]
from the date of closing.
8. BULK SALES

8.1 This agreement shall be completed and the Vendor agrees to comply
with any applicable laws governing the sale in bulk of the stock in
trade or of any of the other assets pursuant to this agreement.

9. CLOSING DOCUMENTS

9.1 The Vendor shall deliver to the Purchaser, in registrable from
where applicable, the following closing documents (the “closing
documents”), prepared or obtained at the Vendor’s expense, on or
before closing:

 a)Duplicate, properly executed Bills of Sale of the equipment, stock
in trade and parts and supplies together with evidence satisfactory to
the Purchaser that the sale complies with any laws governing the sale
in bulk of the stock in trade or of the sale of any of the other
assets pursuant to this agreement;

 b) A statutory declaration that the Vendor is a resident of [YOUR
COUNTRY] within the meaning of the income Tax Act of [YOUR COUNTRY] as
of the date of closing;

 c) All records and financial data, including but not limited to any
lists of customers and suppliers, relevant to the continuation of the
business by the Purchaser;

 d) A duly executed notice in proper form revoking any registration
of the style of the Business under any business name registration law;

 e) An executed assignment of the lease to the Purchaser endorsed
with the lessor’s consent to the assignment;

 f) Such other assignments, consents, clearances or assurances as the
Purchaser reasonably completion of this agreement.





10. CLOSING DATE

10.1  The purchase and sale in this agreement shall close [DATE]

11. MISCELLANEOUS

11.1 In this agreement, the singular includes the plural and the
masculine includes the feminine and neuter and vice versa unless the
context otherwise requires.
11.2  The capitalized headings in this agreement are only for
convenience of reference and do not form part of or affected the
interpretation of this agreement.

11.3 If any provision or part of any provision in this agreement is
void for any reason, it shall be severed without affecting the
validity of the balance of the agreement.

11.4 Time is of the essence of this agreement.

11.5 There are no representations, warranties, conditions, terms or
collateral contracts affecting the transaction contemplated in this
agreement except as set out in this agreement.

11.6 This agreement binds and benefits the parties and their
respective heirs, executors, administrators, personal representatives,
successors and assigns.

11.7 This agreement is governed by the laws of the [State/Province] of
[STATE/PROVINCE].

12. ACCEPTANCE

12.1 This agreement executed on behalf of the Purchaser constitutes an
offer to Purchase which can only be accepted by the Vendor by return
of at least one originally accepted copy of agreement to the Purchaser
on or before[DATE] failing which the offer becomes null and void. If
this offer becomes null and void  or is validly  revoked before
acceptance  pr this agreement is not completed by the Purchaser for
any valid reason, any deposit tendered with it on behalf of the
Purchaser shall be returned without penalty or interest.

Executed under seal on [DATE].

Singed, Sealed and Delivered in the Presence of:

VENDOR                                                                                PURCHASER


______________________                                              _________________________
_____________________                                                _________________________
Authorized Signature                                                        Print Name and Title
Print Name and Title                                                         Authorized Signature