A Sale of Goodwill Agreement is an agreement between a seller and a purchaser,
whereby the purchaser acquires the goodwill of a business, such as its name, customer
lists or reputation. This Agreement specifies the price of the agreement, the closing
date, and the representation and warranties of each party. This document contains
numerous standard provisions that are commonly included in these types of
agreements, and may be customized to fit the specific needs of the contracting parties.
This Agreement should be used by small businesses or other entities that want to
purchase or sell the goodwill associated with a business.
SALE OF GOODWILL AGREEMENT
This Sale of Goodwill Agreement (this “Agreement”) is hereby made and entered into on
this _____ day of _____________, 20_____ by and between ___________________
(“Purchaser”) and __________________ (“Vendor”) (collectively the “Parties”).
WHEREAS, Vendor owns the business known as _______________ (the “Business”)
and all business relationships, trade secrets, knowledge, and other information relating thereto
(the “Goodwill”) in connection with the Business and will continue to own the Business and the
Goodwill on the Closing Date (the “Closing Date”); and
WHEREAS, Purchaser wishes to purchase and acquire the Goodwill of the Business
from Vendor and Vendor wishes to sell the Goodwill of the Business to Purchaser on the terms
and conditions as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties hereby agree as follows:
I. PAYMENT OF PURCHASE PRICE
A. Vendor hereby agrees to sell, assign, convey, deliver, and transfer to Purchaser at
the Closing Date the Goodwill of the Business, including but not limited to all of Vendor’s rights
and benefits associated with same.
B. Purchaser hereby agrees to pay to Vendor on the Closing Date the sum of
______________ dollars ($________) (the “Purchase Price”).
C. Vendor and Purchaser hereby agree that the Purchase Price shall be paid to
Vendor by Purchaser by way of certified check, bank draft, direct deposit, or wire transfer, or by
such other means as Vendor and Purchaser may agree in writing.
A. Closing of the sale and purchase of Goodwill (the “Closing”) shall take place on
___________ [Comment: insert time] at the offices of ___________________________ located
at ___________________ on or before the _______ day of ________________, 20________, or
at such other place and date as the Parties hereto may agree in writing.
B. At Closing, Vendor shall deliver clear and marketable title of the Goodwill to
C. At the Closing, Purchaser shall pay to Vendor any and all amounts due and owing
to Vendor for the purchase of the Goodwill and shall execute any and all further documents that
may be necessary to finalize this Agreement.
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III. REPRESENTATIONS AND WARRANTIES OF VENDOR
A. Vendor hereby represents and warrants to Purchaser as follows:
1. On the date of this Agreement and on the Closing Date, the Goodwill is
owned and will be owned by Vendor, free and clear of any and all liens, encumbrances, and
2. Vendor shall have full legal right and power to enter into this Agreement
with Purchaser and to sell, assign, and transfer the Goodwill to Purchaser on the Closing Date;
3. Vendor is a __________ operating under the laws of the State of
_____________ and is duly constituted, validly subsisting, and in good standing under such laws.
Vendor has the full capacity, power, and absolute authority and is qualified to own and dispose of
the Goodwill and to carry on the Business as presently carried on by it;
4. Execution and delivery of this Agreement by Vendor and the performance
of its obligations contemplated hereunder has been authorized by a duly appointed officer of
Vendor, and this Agreement forms a legal, valid, and binding obligation upon Vendor,
enforceable against it, in accordance with the terms of this Agreement and subject to any
bankruptcy or insolvency proceedings.
B. The representations and warranties made by Vendor contained herein or in any other
agreement, document, instrument, or certificate delivered pursuant to this Agreement will, unless
otherwise indicated in this Agreement, survive the Closing Date for a period of ________________
years/days/weeks/months from the Closing Date, and notwithstanding the Closing Date and any
investigation or inquiry made by or on behalf of Purchaser or any other person, or any knowledge of
Purchaser or any other person, shall continue in full force and effect for the benefit of Purchaser,
after which time Vendor shall be released from all obligations in respect of such representations and
warranties except with respect to any claims asserted by Purchaser in writing (setting forth, in
reasonable detail, the nature of each claim and the approximate amount of same) prior to the
expiration of such period. There shall be no time limit on the representations and warranties of
Vendor set out in this Agreement relating to the constitution