Payton & Associates, LLC
Commercial Litigation Attorneys
Miami, Florida

What do I need to put in my purchase and sale agreement?

If you are buying or selling a business in Miami, you will need to draft a contract to ensure that your sale is protected. The most important thing to remember when drafting a purchase and sale agreement is to include enough detail to protect you from business disputes that may arise in the future.

Both parties signing the contract must be aware of exactly what they are agreeing to. All parties involved must be correctly listed on the contract, with their full names, business affiliations and addresses, so that no one can get out of fulfilling their end of the bargain. The items involved in the sale should also be named, including any logos, physical assets, patents and other inventory. The description of each item should be specific enough to avoid any confusion as to which item is which.

Non-compete clauses are also critical to any purchase and sale agreement. This will ensure that the seller won't compete with the buyer once the deal is done. A disclosure agreement will also ensure that both parties have disclosed any debts, as well as any other encumbrances, associated with the sale.

The details of the sale are probably the most important part of the contract. The dates of payment, amount and method of payment are crucial pieces of the contract. You will need to list any financial companies, brokers and agents involved in the sale.

Finally, when both parties agree to all the terms and conditions of the sale specified in the contract, they will have to sign and date the document. Before signing the final document, make sure your attorney reviews everything and that you have the signed documents notarized.

Source: Chron, "How to Draft a Contract for the Purchase & Sale of a Business, Sam Ashe-Edmunds, May 23, 2017

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