Business Purchase Agreement Template (US)

Updated on September 24, 2026

A business purchase agreement should do more than say that one side sells a business and the other side pays a price. The three Jotform sources in this batch are really one family: business purchase agreement, business sale contract and business transfer agreement all describe a going-concern sale. Their PDFs use different labels, but they share the same commercial job and the same legal gaps.

This US master treats the transaction as an asset purchase unless the user changes the deal structure. That matters because an asset sale, equity sale, merger, bulk transfer, franchise transfer and real-estate-heavy sale all move different rights and liabilities. The template forces the parties to list included assets, excluded assets, assumed liabilities, required consents, tax allocation, employee treatment, data transfer limits, closing deliverables, restrictive covenants and survival of claims before money changes hands.

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Business Purchase Agreement

Effective date:
Seller:
Buyer:
Business:: ,

agrees to sell and agrees to purchase the business described in this agreement, subject to the schedules, closing conditions and limitations stated below.

1. Transaction structure

The transaction is identified as . If the parties intend an equity sale, merger, franchise transfer or regulated transfer, they must attach transaction-specific documents and approvals before closing.

2. Included and excluded assets

Included assets: . Excluded assets: . No asset, contract, permit, data set, account, intellectual-property right or cash item transfers unless it is included here or in an attached schedule.

3. Liabilities

assumes only these liabilities: . All other liabilities, claims, taxes, debts, employee obligations, fines, litigation, warranty claims and pre-closing obligations remain with unless expressly assumed in a signed schedule.

4. Purchase price and allocation

The purchase price is . Deposit or earnest money: . Payment terms: . The parties will use the following purchase-price allocation for tax and accounting records where applicable: .

5. Seller note and security

OptionalSeller note / deferred payment

If any price is deferred, the unpaid amount will be evidenced by a separate seller note and, where agreed, security documents signed at closing. The note, security agreement, filing authorization, default interest, cure rights and payment schedule must be attached before closing.

6. Closing conditions and deliverables

Closing is scheduled for . Required consents are: . Closing deliverables are: . A party is not required to close while a material required consent, payoff, assignment, certificate, transfer document or deliverable remains missing.

7. Seller warranties

has authority to sign and perform this agreement.
owns the included assets or will deliver valid transfer documents at closing.
The information supplied to is not knowingly false or misleading in a material respect.
No undisclosed lien, claim, tax, litigation, permit issue or contract restriction has been omitted from the schedules.

8. Buyer warranties

has authority to sign and perform this agreement.
has arranged funds or financing sufficient to complete the purchase.
has relied on its own due diligence, advisers and inspections except for the seller warranties expressly stated in this agreement.

9. Pre-closing operations

Until closing, will operate the business in the ordinary course, maintain material assets, preserve records, avoid new unusual commitments, and notify promptly of material changes, claims, customer losses, employee matters or consent problems.

10. Confidentiality and data transfer

Each party will protect non-public business information received during the transaction. Customer, employee, financial, health, payment-card and account-access data may be transferred only to the extent lawful and necessary for the transaction and transition.

11. Restrictive covenant

OptionalSeller non-compete / non-solicit

12. Indemnity and survival

Each party will indemnify the other for losses caused by breach of its warranties, covenants or closing obligations. The survival period, claim procedure, caps, baskets and exclusions must be stated in an attached indemnity schedule if the parties want limits different from applicable law.

13. Governing law and notices

This agreement is governed by . Notices must be written and sent to the addresses listed for the parties by personal delivery, recognized courier, certified mail or agreed electronic delivery with confirmation.

14. Entire agreement and amendments

This agreement, with its schedules and closing documents, is the entire agreement for the transaction. Changes are effective only if written and signed by both parties.

Seller

Date signed:

Buyer

Date signed:

Use one acquisition document, not three synonym pages

Jotform splits purchase, sale and transfer into separate pages even though the documents do the same thing: move ownership of a business or its assets. That creates SEO overlap and worse drafting. A buyer searching for a business purchase agreement still needs seller warranties, consent schedules, assumed liabilities and closing deliverables. A seller searching for a business sale contract needs the same list from the other side.

This family consolidates those synonyms into one stronger acquisition agreement. The page can rank for purchase, sale and transfer language while keeping the route stable. Related pages handle narrower jobs: an asset purchase agreement for a specific asset bundle, a bill of sale for individual property, and a buyout agreement for an existing owner exiting an entity.

The asset schedule is the deal

A business sale rarely transfers one clean item. It can include equipment, inventory, accounts, domain names, phone numbers, customer lists, contracts, goodwill, permits, software accounts, lease rights and intellectual property. Some of those assets cannot transfer without a third-party consent. Some licenses cannot transfer at all. A short clause saying all assets are sold invites a closing dispute.

The template therefore makes the included-asset schedule and excluded-asset schedule first-class parts of the document. It asks for contract consents, lease consent, lien payoffs, intellectual-property assignments, account handover steps, records to deliver and whether cash, receivables or deposits stay with the seller. That is the practical line between a clean acquisition file and a stack of vague signatures.

Tax allocation and working capital belong in the contract

For a US asset acquisition of a trade or business, IRS Form 8594 can require both seller and purchaser to report the sale when goodwill or going-concern value attaches and the buyer basis is determined by amount paid. That is not a footnote; it affects how the parties allocate price among asset classes and whether later purchase-price changes must be reported consistently.

The agreement includes a tax allocation schedule, withholding and transfer-tax placeholders, and a working-capital adjustment option. Working capital keeps the seller from stripping inventory, receivables or prepaid obligations before closing while also preventing the buyer from receiving a windfall. Without it, a profitable business on signing day can become an empty shell by closing.

Consents, employees and data cannot be assumed away

The Jotform transfer PDF assumes contracts, employment agreements and records can simply move. That is not how business transfers work. Contracts may contain anti-assignment language. Customer data may have privacy limits. Employees may require offers, notices, benefit transitions or immigration/I-9 file handling. Permits and professional licenses may be personal to the seller.

This template turns those issues into closing conditions and schedules. The buyer receives only identified liabilities, only transferable rights, and only data that can lawfully be transferred for the transaction. The seller must continue ordinary-course operations before closing, but extraordinary commitments, asset encumbrances and customer announcements need buyer consent.

Restrictive covenants need a sale-of-business lens

A seller non-compete can be commercially important where the buyer pays for goodwill. It is also an area where federal and state rules move fast. The FTC noncompete rule is not a shortcut for drafting; the official rule page must be checked for current status, and state law can still control sale-of-business exceptions, employee restraints and customer non-solicitation clauses.

The template uses narrow optional restrictions tied to sold goodwill, named business lines, territory, time and customer relationships. It avoids the Jotform pattern of a blank non-compete with no state-law context. If the buyer really needs a restrictive covenant, the clause should be reviewed against the exact state, role, consideration and sale structure.

Business purchase agreement clause guide

Parties and structure: Identifies buyer, seller, entity type, transaction structure and whether the agreement covers assets, equity or a mixed deal.
Included and excluded assets: Creates schedules for equipment, inventory, IP, contracts, accounts, records, goodwill, cash, deposits and assets kept by the seller.
Assumed and excluded liabilities: States which obligations the buyer takes and which remain with the seller, instead of relying on broad language.
Purchase price and tax allocation: Splits price, deposit, escrow, seller note, holdback, working-capital adjustment and asset-class allocation.
Conditions and consents: Lists landlord, lender, customer, supplier, permit, board, member and regulatory approvals needed before closing.
Closing deliverables: Requires bills of sale, assignments, releases, certificates, payoff letters, keys, passwords and transition materials.
Representations and warranties: Covers authority, title, financial information, legal compliance, taxes, litigation, contracts, employees, IP and undisclosed liabilities.
Pre-closing covenants: Requires ordinary-course operation and buyer consent for unusual commitments, asset sales, hiring or debt.
Indemnity and survival: Controls claim periods, baskets, caps, excluded claims, procedure and release carve-outs.
Restrictive covenants and transition: Handles confidentiality, seller assistance, customer introductions, data handover and optional narrow non-compete or non-solicit terms.

US business acquisition checklist

This checklist does not make the agreement compliant by itself. It flags federal and state issues that should be checked before signing a US business purchase agreement.

Check Form 8594 reporting and allocation
The IRS says both seller and purchaser of a group of assets making up a trade or business must use Form 8594 where goodwill or going-concern value attaches or could attach and the buyer basis is determined by amount paid.
IRS About Form 8594
Use consistent asset classes
The Form 8594 instructions require reporting the consideration and allocation across transferred asset classes. The agreement should not leave allocation to memory after closing.
IRS Instructions for Form 8594
Do not assume every contract or permit transfers
Attach a consent schedule for leases, supplier contracts, customer contracts, permits, software accounts, licenses, franchise rights and regulated activities.
Search liens before closing
If a seller note or secured payment is used, UCC Article 9 and state filing systems can affect priority and perfection. A contract promise is not the same as a perfected security interest.
Uniform Law Commission UCC overview
Review restrictive covenants by state
The official FTC noncompete rule page should be checked for current status, and state law can separately regulate sale-of-business non-competes and employee restraints.
FTC Noncompete Rule
Handle employee and benefits files deliberately
Decide whether the buyer is hiring employees, assuming obligations, receiving records or requiring new onboarding. Do not transfer payroll, health or immigration records without a lawful basis.
Separate data transfer from asset transfer
Customer lists, marketing consents, login credentials, health data, financial data and employee records may need privacy, security and notice treatment beyond an asset schedule.
Document closing evidence
Keep executed assignments, payoff letters, certificate updates, customer notices, tax allocation schedules, IP assignments and escrow instructions with the final agreement.

How to complete this business purchase agreement

Choose the deal structure. State whether the transaction is an asset sale, equity sale, merger, franchise transfer or mixed structure.
Build the schedules. List included assets, excluded assets, assumed liabilities, excluded liabilities, consents, contracts, employees, IP and closing deliverables.
Set the price mechanics. Add deposit, escrow, holdback, seller note, working-capital adjustment, payment method and tax allocation.
Add conditions before closing. Require lien releases, landlord or lender approvals, regulatory consents, inspection results and board/member approvals where needed.
Review warranties and indemnity. Keep warranties factual, set survival periods, claim limits and exclusions, and preserve fraud or intentional misconduct carve-outs if desired.
Attach closing documents. Attach bills of sale, assignment forms, IP transfers, payoff letters, escrow instructions and transition checklists before signing.

Frequently asked questions

Is a business purchase agreement the same as a business sale contract?

For this library, yes. The buyer may search for a purchase agreement and the seller may search for a sale contract, but the underlying document governs the same transaction. This family covers purchase, sale and transfer language in one page.

Can I use this for a stock sale?

Use caution. The template is built around an asset-sale structure because that matches the Jotform source documents. A stock, membership-interest or merger transaction needs additional securities, entity approval, tax and liability treatment.

What is the most important schedule?

The included and excluded asset schedules. They decide what actually transfers: equipment, inventory, IP, customer lists, contracts, goodwill, accounts, cash, receivables, permits and records.

Do both parties need Form 8594?

They may. IRS guidance says both seller and purchaser use Form 8594 for certain transfers of a group of assets that make up a trade or business where goodwill or going-concern value attaches or could attach. Tax advisers should align the allocation before filing.

Should the buyer assume all liabilities?

Usually no. The agreement should identify assumed liabilities and excluded liabilities. Unknown taxes, employee claims, litigation, debt, warranty claims and pre-closing violations should not pass by accident.

Can the seller agree not to compete?

Sometimes, especially in a genuine sale of goodwill, but the rule depends on state law and current federal developments. Keep the restriction narrow and get advice before relying on a non-compete.

What happens if a landlord or customer refuses consent?

Make required consents conditions to closing. If an important lease, permit, franchise, customer contract or software license cannot transfer, the parties need a workaround or the buyer may need a termination right.

Why not use a simple bill of sale?

A bill of sale can transfer specific assets at closing, but it usually does not handle warranties, liabilities, tax allocation, consents, employees, data, restrictive covenants, indemnity or transition support. Use it as a closing deliverable, not the whole acquisition agreement.

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Disclaimer

This template and guide are general information only, not legal, tax, accounting, securities, real-estate, employment, competition, lending, or regulatory advice. No attorney has reviewed your facts. Check current federal, state, local and industry rules before signing.