This sample Business Sale Agreement can be modified and used in any State in the United States. The sample on which this preview is based is 7 pages, including a Schedule "A" attached for listing all of the assets of the business included with the sale. The sample includes a clause requiring that all disputes under the agreement be submitted to mediation at least 30 days before the filing of any legal action or the noncomplying party is not entitled to attorney fees. The author is a freelance paralegal who has worked in California and Federal litigation since 1995. Note that the author is NOT an attorney and no guarantee or warranty is provided.

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BUSINESS SALE AGREEMENT
This Business Sale Agreement is made this _________day of _________, 20__ by and
between ____________________ and _____________________ (doing business as
_____________________) of ________________________ ____________________
(hereinafter referred to as "Seller") and _________________________________ (hereinafter
referred to as the "Buyer").
Whereas the Seller desires to sell and the Buyer desires to buy the business of a certain
_______________________ now being operated at ____________________________ and
known as ______________________ , including all assets thereof as contained in Schedule "A"
attached hereto,
NOW, THEREFORE, and in consideration of the mutual terms, obligations, covenants
and conditions herein contained, the parties hereto agree and covenant as follows:
1. TOTAL PURCHASE PRICE:
The total purchase price for all fixtures, furnishings and equipment is $___________
Dollars payable as follows:
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2. (a) $____________ paid in cash; certified or bank checks, as a deposit upon
execution of this Agreement, to be held by __________________.
(b) $___________ additional to be paid in cash, certified or bank checks, at the time
that all relevant papers have been signed by both Seller and Buyer.
(c) $_________ to be paid by a note of the Buyer to the Seller, bearing interest at the
rate of _____ percent per annum. The Buyer shall have an option to prepay the entire outstanding
obligation without any pre-payment-penalty. Said note shall be secured by a chattel mortgage
and financing statement covering the property to be sold hereunder, together with any and all
other property acquired during the term of said note and placed in or within the premises known
as __________________________ ____________________.
2. CONVEYANCE OF PROPERTY:
The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly
executed by the Seller.
3. CONDITION OF TITLE TO PROPERTY:
The Seller promises and agrees to convey good, clear, and marketable title to all the
property to be sold hereunder, the same to be free and clear of all liens and encumbrances. Full
possession of said property will be delivered in the same condition that it is now, reasonable
wear and tear expected.
4. CONSUMMATION OF SALE:
Consummation of the sale, with payment by the Buyer of the balance of the down
payment and the delivery by the Seller of a Bill of Sale, will take place on or before
______________, 20__.
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3. 5. PROCEEDS OF SALE:
The Seller may use the purchase money, or any portion thereof, to clear any
encumbrances on the property transferred and in the event that documents reflecting discharge of
said encumbrances are not available at the time of sale, the money needed to effectuate such
discharges shall be held by the attorneys of the Buyer and Seller in escrow pending the
discharges.
To view the sample document on which this preview is based
visit: http://www.scribd.com/doc/135811240/Sample-Agreement-for-
Sale-of-Business
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