When it comes to selling a small business, one of the most important documents you will need is the contract. This agreement outlines the terms of the sale and protects both the buyer and the seller. As a professional, I have put together a sample contract for selling a small business that will help you get started.


The introduction of your contract should state the names of the buyer and seller, as well as the date of the agreement. It should also provide a brief overview of the business being sold.

Sale of Business

In this section, you will want to specify the assets that are included in the sale of the business. This may include inventory, equipment, intellectual property, and any other assets that the buyer will be acquiring. It is important to be as specific as possible to avoid any confusion or disputes later on.

Purchase Price

This section should specify the purchase price of the business and how it will be paid. Will the buyer be paying in a lump sum or installments? Will there be an earn-out clause? Make sure to include all relevant details in this section.

Representations and Warranties

The seller should make certain representations and warranties to the buyer during the sale process. These may include statements about the business`s financial performance, ownership of assets, and compliance with laws and regulations. The buyer will want to make sure that these representations and warranties are as accurate as possible.


Covenants are promises made by the buyer and seller to take certain actions or refrain from certain actions. For example, the seller may agree not to compete with the buyer for a certain period of time after the sale. The buyer may agree to retain certain employees or to maintain the business`s current customer base.


The closing section of the contract outlines the final steps of the sale process, including the transfer of ownership and any other necessary actions. Make sure to include any deadlines or requirements for either party to complete prior to the closing.


Selling a small business can be a complicated process, but having a well-written contract in place can help to mitigate any potential issues. Use this sample contract for selling a small business as a starting point and make sure to customize it to fit your specific needs. With the right preparation, you can ensure a successful and smooth sale process.