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Business Transfer Agreement template
Business Transfer Agreement sample


What is Business Transfer Agreement?

Business Transfer Agreement A Business Transfer Agreement governs the transfer of a business or its assets, specifying transfer terms, purchase price, due diligence, and representations and warranties related to the transfer.



Sample template:



BUSINESS TRANSFER AGREEMENT


1. PARTIES

This Business Transfer Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Insert Date], by and between:


a) ProTech Innovations, a [State] corporation, having its principal place of business at [Address] (hereinafter referred to as the "Buyer")


b) SwiftBiz Solutions, a [State] corporation, having its principal place of business at [Address] (hereinafter referred to as the "Seller")



2. RECITALS

The Buyer desires to acquire the business currently operated by the Seller (hereinafter referred to as the "Business"), including all its assets and liabilities as described in this Agreement, and the Seller is willing to transfer the Business to the Buyer, on the terms and conditions set forth herein.



3. DEFINITIONS

3.1. "Business" means the software development company SwiftBiz Solutions, which specializes in mobile app development, together with all its operations, assets, liabilities, and agreements.


3.2. "Closing Date" means the date of the completion of the transfer of the Business from the Seller to the Buyer.


3.3. "Purchase Price" means the consideration for the transfer of the Business, as provided for in Section 4.1 below.



4. TERMS OF TRANSFER

4.1. Purchase Price and Payment


The Buyer agrees to pay the Seller a total purchase price of [Insert Amount] United States Dollars (USD) (the "Purchase Price") for the Business, payable as follows:


a) [Insert Amount] United States Dollars (USD) to be paid by wire transfer or cashier's check to the Seller on the Closing Date;


b) Any remaining balance to be paid to the Seller in accordance with a promissory note, with the principal and interest payments to be made as set forth in the promissory note attached hereto as Exhibit A.



4.2. Transfer of Assets and Liabilities


As of the Closing Date, the Seller shall transfer to the Buyer all assets and liabilities of the Business, as described in Schedule 1 attached hereto, including but not limited to, Intellectual Property, equipment, furniture, machinery, software, licenses, permits, accounts receivable and payable, and other property, and the Buyer shall assume all said assets and liabilities for the Business.



5. DUE DILIGENCE

The Buyer shall have the right, within thirty (30) days after the execution of this Agreement, to conduct a comprehensive review and investigation of the Business, including but not limited to, its financial, operational, legal, and regulatory affairs, and other matters reasonably required to evaluate the risks and benefits associated with the proposed transfer of the Business. The Seller shall fully cooperate with the Buyer and provide any requested information and documents in connection with the due diligence process. Based on the due diligence review, the Buyer may terminate this Agreement by written notice to the Seller, without any liability to the Seller, within the thirty (30)-day due diligence period.



6. REPRESENTATIONS AND WARRANTIES

6.1. Seller's Representations and Warranties


The Seller represents and warrants to the Buyer, as of the date of this Agreement and as of the Closing Date, as follows:


a) The Seller has full power, authority, and legal right to enter into this Agreement and perform its obligations hereunder;


b) The Seller has obtained all necessary approvals, consents, and authorizations required for the transfer of the Business;


c) The Seller has the ownership and right to transfer all the assets and liabilities of the Business, free and clear of any and all liens, encumbrances, or claims;


d) The Seller has duly filed all tax returns and paid all taxes, fees, and other charges related to the operation of the Business.



6.2. Buyer's Representations and Warranties


The Buyer represents and warrants to the Seller, as of the date of this Agreement and as of the Closing Date, as follows:


a) The Buyer has full power, authority, and legal right to enter into this Agreement and perform its obligations hereunder;


b) The Buyer has obtained all necessary approvals, consents, and authorizations required for the transfer of the Business;


c) The Buyer has the financial capacity to pay the Purchase Price.



7. CLOSING

The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on [Insert Date] or such other date as the parties may mutually agree upon in writing. The Closing shall take place at the offices of the Buyer, or such other location as the parties may mutually agree upon in writing.



8. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of any breach of any representation, warranty, or covenant made by such party in this Agreement, or out of the operation of the Business prior to the Closing Date by the Seller or after the Closing Date by the Buyer.



9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [Insert State] without regard to its conflicts of laws principles. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, which arbitration shall be held in [Insert City, State].



10. ENTIRE AGREEMENT, AMENDMENT, AND WAIVER

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, of the parties. This Agreement may be amended or modified only by a written instrument executed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.



11. COUNTERPARTS AND ELECTRONIC SIGNATURE

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that this Agreement may be executed by electronic signature.



IN WITNESS WHEREOF, each of the parties has executed this Business Transfer Agreement, in duplicate, as of the date first above written.

[Buyer's Name] [Seller's Name]
By:_____________________________________ By:_____________________________________
[Name, Title] [Name, Title]

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Main Sections of a Business Transfer Agreement


In this Business Transfer Agreement, you will see the following sections:

  1. Parties
  2. Recitals
  3. Definitions
  4. Terms of Transfer
  5. Due Diligence
  6. Representations and Warranties
  7. Closing
  8. Indemnification
  9. Governing Law and Dispute Resolution
  10. Entire Agreement, Amendment, and Waiver
  11. Counterparts and Electronic Signature


About each Section - Analysis and Summary:

  1. Parties : This section introduces the two parties involved in the agreement: the Buyer (ProTech Innovations) and the Seller (SwiftBiz Solutions). It provides their respective addresses and establishes them as the main actors in the agreement.

  2. Recitals : This section briefly explains the purpose of the agreement, which is for the Buyer to acquire the Business (SwiftBiz Solutions) from the Seller, including all its assets and liabilities, under the terms and conditions outlined in the agreement.

  3. Definitions : This section provides definitions for key terms used throughout the agreement, such as "Business," "Closing Date," and "Purchase Price." These definitions help clarify the meaning of these terms in the context of the agreement.

  4. Terms of Transfer : This section outlines the specifics of the transfer, including the Purchase Price and payment details, as well as the transfer of assets and liabilities. It explains how the Purchase Price will be paid and the types of assets and liabilities that will be transferred from the Seller to the Buyer.

  5. Due Diligence : This section grants the Buyer the right to conduct a comprehensive review and investigation of the Business within 30 days of signing the agreement. The Seller must cooperate and provide any requested information. If the Buyer is not satisfied with the results of the due diligence, they can terminate the agreement without any liability to the Seller.

  6. Representations and Warranties : This section contains statements made by both the Seller and the Buyer, which are meant to assure each party of the other's ability to fulfill their obligations under the agreement. These statements cover topics such as authority to enter the agreement, ownership of assets, and financial capacity to pay the Purchase Price.

  7. Closing : This section specifies the date and location of the Closing, which is when the transfer of the Business will be completed. The parties can mutually agree on a different date or location if necessary.

  8. Indemnification : This section states that each party will indemnify (protect) the other party from any claims, liabilities, damages, losses, costs, and expenses that arise from any breach of the agreement or from the operation of the Business before or after the Closing Date.

  9. Governing Law and Dispute Resolution : This section establishes that the agreement will be governed by the laws of the United States and a specific state. It also states that any disputes arising from the agreement will be resolved through arbitration in a specified city and state.

  10. Entire Agreement, Amendment, and Waiver : This section clarifies that the agreement is the complete understanding between the parties and supersedes any previous agreements or understandings. It also explains how the agreement can be amended or modified and how waivers can be granted.

  11. Counterparts and Electronic Signature : This section allows the agreement to be executed in multiple counterparts, each considered an original, and permits the use of electronic signatures by the parties.

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