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KEY CONTRACTSFOR SELLING ANE-COMMERCEBUSINESS
PREPARED BY
QUIETLIGHTBROKERAGE.COM
KEEP IT SIMPLE,STUPID!
Contracts should create a framework
to complete your deal.
They should define exactly what is
being sold
They should help resolve any disputes
Q U I E T L I G H T B R O K E R A G E , I N C
THELETTER OF
INTENT(OR LOI)
Q U I E T L I G H T B R O K E R A G E , I N C
LETTER OFINTENT
Provides a framework for the entire
transaction.
Temporary agreement (usually 1-2 months)
If your deal closes, this is replaced by other,
permanent contracts
ASSET PURCHASEAGREEMENT
Q U I E T L I G H T B R O K E R A G E , I N C
ASSET PURCHASEAGREEMENT
General Buy/Sell Agreement
Coordinates all additional permanent
agreements
This is the primary agreement and the
most important to get right.
PROMISSORYNOTE
Q U I E T L I G H T B R O K E R A G E , I N C .
PROMISSORYNOTE
Only required if the seller is financing part of
the purchase price
Should directly reference the purchase
agreement
For e-commerce businesses, a personal
guarantee is standard
ASSETALLOCATIONAGREEMENT
Q U I E T L I G H T B R O K E R A G E , I N C .
ASSETALLOCATION
Determines how both buyer and seller
will report acquisition to IRS
Purchase price is split up among
different assets
Most will be allocated towards
'goodwill'
NON-COMPETEAGREEMENT
PREPARED BY
ATTY. G.E. CLAYTON
Q U I E T L I G H T B R O K E R A G E , I N C .
NONCOMPETE
Length of non-compete should mirror
purchase price (e.g. paid 3 years
worth of earnings -> 3 year NCA
Scope of agreement can be defined
(e.g. "can't sell hats" vs. "can't sell
baseball caps")
BILLOFSALE
Q U I E T L I G H T B R O K E R A G E , I N C .
BILL OFSALE
Acts as a 'receipt' showing finality of
purchase
Protects against claims of
insufficient assets or non-delivery
A FEWFINAL NOTES
Q U I E T L I G H T B R O K E R A G E , I N C .
FINALTHOUGHTS
Every deal is unique. You may need
documents not listed here.
Always check with your attorney.