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Business Sale Contract

When selling a business, it is necessary to have a business sale contract. A business sale contract consists of an agreement between the buyer and the seller regarding the sale of the business. There is no one way to draft a business contract, but is always advisable to check with the particular laws of your jurisdiction in order to include all statutorily required terms. Generally, the business contract will contain the identities of the parties, a description of the business, any assets or physical, tangible goods included in the sale, the amount payable and how the funds must be paid, the rights and responsibilities of the buyer, the rights and responsibilities of the seller, terms of delivery of books and records, the risk of loss, non-assumption of liabilities, indemnification by the seller, the controlling law for interpreting the contract and any other terms which the parties believe to be necessary components of the contract. If the party entering the contract is an agent, it is also a good idea to include a provision whereby that person attests that he or she is an authorized agent of the purchaser. Finally, the business sale contract should be notarized.

Fast Facts

  • If a party breaches the contract, the non-breaching party may sue for damages or for specific performance (to force the breaching party to follow through on the contract)
  • Illegal contracts may never be enforced

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