If you are thinking about transferring the ownership of your business, creating a transfer of business ownership agreement is a critical step in the process. This agreement outlines the terms and conditions of the transfer, including the responsibilities of both the buyer and the seller. It’s essential to have a well-drafted agreement that is legally binding and protects both parties’ interests.
To help you get started, we’ve put together a sample transfer of business ownership agreement. This sample agreement covers the key elements that should be included in any transfer of ownership agreement. However, it should be noted that the terms of a transfer of ownership agreement may vary depending on the type of business and the specific circumstances of the transfer.
Here is a sample transfer of business ownership agreement:
TRANSFER OF BUSINESS OWNERSHIP AGREEMENT
This Transfer of Business Ownership Agreement (the “Agreement”) is made and entered into on (date) by and between (seller) and (buyer) (collectively, the “Parties”).
RECITALS
WHEREAS, (seller) currently owns and operates (business name), a business (the “Business”) located at (address);
WHEREAS, (seller) desires to sell the Business and (buyer) desires to purchase the Business;
WHEREAS, the Parties have agreed to the terms and conditions of the transfer of ownership as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. SALE AND PURCHASE OF BUSINESS
(a) (Seller) agrees to sell and (buyer) agrees to purchase the Business, including all assets and liabilities of the Business as set forth in Schedule A attached hereto, for the purchase price of (purchase price).
(b) The purchase price shall be paid as follows:
(i) (amount) shall be paid upon execution of this Agreement;
(ii) (amount) shall be paid on (date);
(iii) (amount) shall be paid on (date).
(c) The Parties agree that the purchase price is fair and reasonable and represents the full and complete consideration for the transfer of ownership.
2. TRANSFER OF ASSETS AND LIABILITIES
(a) (Seller) agrees to transfer all assets and liabilities of the Business to (buyer) at closing, including but not limited to the assets and liabilities set forth in Schedule A attached hereto.
(b) (Seller) agrees to execute all documents necessary to effectuate the transfer of ownership of the Business and its assets and liabilities.
3. REPRESENTATIONS AND WARRANTIES
(a) (Seller) represents and warrants to (buyer) that it is the sole owner of the Business and has full power and authority to sell the Business and transfer its assets and liabilities.
(b) (Buyer) represents and warrants to (seller) that it has the financial resources necessary to purchase and operate the Business and that it has conducted sufficient due diligence to satisfy itself as to the condition and value of the Business and its assets and liabilities.
4. COVENANTS
(a) (Seller) agrees to cooperate with (buyer) in effectuating the transfer of ownership, including providing access to all books, records, and other documents related to the Business.
(b) (Buyer) agrees to assume all obligations and liabilities of the Business from and after the date of transfer of ownership.
5. CONFIDENTIALITY
(a) The Parties agree to keep all terms of this Agreement confidential and not to disclose them to any third party without the prior written consent of the other Party, except as required by law.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of (state), without regard to its conflict of laws provisions.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements concerning the subject matter hereof.
8. AMENDMENTS AND WAIVERS
This Agreement may be amended or waived only in writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
(Seller)
Name:
Title:
(Buyer)
Name:
Title:
SCHEDULE A
List of assets and liabilities of the Business transferred to the Buyer:
– (List of assets)
– (List of liabilities)
Creating a transfer of business ownership agreement is an important step in ensuring a successful transfer of ownership. It’s important to seek the advice of legal and financial professionals to ensure that the terms of the agreement are fair and protect both parties’ interests. Use this sample transfer of business ownership agreement as a starting point, and tailor it to your specific needs and circumstances.