Business purchase agreement template: where it works and where it costs you

A template can carry a very simple sale. It cannot carry warranties, an escrow, an earnout or a seller note, because those clauses have to reflect facts a template does not know. Knowing which sale you have is the whole decision.

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Where a template is adequate

A small asset sale, paid in full at closing, with no employees transferring, no lease to assign, no licenses and no deferred consideration. There the document is mostly a bill of sale and a short set of assurances, and a lawyer reviewing a template for an hour is proportionate to the risk.

What templates always leave out

Your disclosure schedules, which are the defense against every warranty you give. A cap and survival period suited to your deal. The working capital mechanism. Escrow release conditions. Earnout definitions and what the buyer may and may not do to the business while it runs. Each of those is specific to your transaction and generic wording in them favors whoever drafted it.

What to have drafted

Anything with money paid after closing. Anything with employees, a lease or a license. Anything where you are giving warranties with a cap you care about. The cost is a few thousand dollars against a price measured in hundreds of thousands, and it is the cheapest insurance in the transaction.

Questions people ask about business purchase agreement template

Can I use a template and have a lawyer check it?

For a simple cash sale, yes, and it can save drafting time. For anything with deferred payment or warranties, starting from a template usually costs more to fix than drafting properly.

Who normally drafts the agreement?

The buyer's lawyer, with your lawyer marking it up. That is conventional and not a disadvantage if your lawyer has done business sales.

What is the single most important clause for a seller?

The limitation package: the survival period, the cap and the basket. Those three decide your exposure after the money has arrived.

Sources

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