Free Preview
Purchase Agreement Template — Asset or Goods Sale
Buy or sell business assets, equipment, inventory, vehicles, or goods with a contract that covers price, warranties, indemnification, and closing. $9.99 PDF.
4.8/5 · 2,847 reviews
No signup required$9.99 PDFInstant downloadA Purchase Agreement is a legally binding contract that documents the sale and transfer of assets, goods, equipment, inventory, or other personal property from a Seller to a Buyer. It sits between a one-line bill of sale — which is fine for selling a used couch but dangerously thin for anything valuable — and a full mergers-and-acquisitions asset purchase agreement that runs sixty pages and costs ten thousand dollars in legal fees. This template covers the middle ground that most real-world transactions actually fall into: a small business owner selling equipment to a competitor, an LLC transferring vehicles to a sibling entity, a contractor buying out a partner's tools and inventory, a freelancer purchasing a domain and digital assets from another founder, or a manufacturer ordering custom goods. The agreement names the parties, identifies the assets with enough specificity that there's no later dispute about what was included, sets the purchase price and how it will be paid (cash at closing, promissory note, escrow, installments), allocates risk through representations and warranties about ownership and condition, requires indemnification for breaches discovered after closing, defines the closing mechanics (when title passes, who delivers what, where the money goes), and addresses post-closing obligations like cooperation, further assurances, and any non-compete or non-solicitation.
Why use this template
- Documents exactly what is being sold — assets, goods, or property described with enough specificity to prevent post-closing disputes
- Standard Seller representations and warranties about title, ownership, condition, no liens, no undisclosed liabilities, and authority to sell
- Flexible purchase-price and payment structures including cash at closing, promissory-note seller financing, escrow holdback, and installment plans
- Indemnification provisions that survive closing so the Buyer has recourse if a rep turns out to be false (undisclosed lien, defective title, hidden liabilities)
- Instant PDF download — no subscription, no account required, ready to sign and close the transaction
Common use cases
- →Buying or selling a small business as an asset purchase (excluding the entity itself)
- →Transferring equipment, machinery, or fixtures between two LLCs under common ownership
- →Purchasing a vehicle, trailer, boat, or other titled personal property
- →Selling inventory, raw materials, or finished goods in a bulk transaction
- →Acquiring digital assets — a domain name, website, app, customer list, or social-media account
- →Buying out a departing partner's share of business equipment and personal property
Frequently Asked Questions
What is the difference between a Purchase Agreement and a Bill of Sale?▼
A Bill of Sale is a short, one-page receipt that documents the transfer of ownership of a single item — typically a vehicle, boat, or piece of equipment — at a single moment in time. It says "Seller sold X to Buyer for $Y" and not much else. A Purchase Agreement is the longer contract that frames the entire transaction: what's being sold, the price and how it will be paid, the parties' representations and warranties, what happens if something goes wrong, when the closing actually happens, and what each side does before and after. For anything material — buying a business, transferring equipment between entities, financing part of the price, or any deal where you can't inspect everything before signing — you want a Purchase Agreement, with a Bill of Sale delivered at closing as the formal title-transfer document.
Should I do an asset purchase or a stock/entity purchase?▼
When buying a business, you can either buy the entity itself (its stock or LLC membership interests) or buy just the assets out of the entity, leaving the legal entity and its liabilities behind. Buyers almost always prefer asset purchases because (1) the Buyer steps up the tax basis in each asset, generating future depreciation deductions, and (2) the Buyer doesn't inherit the Seller's unknown liabilities — lawsuits, tax claims, employee claims, contract disputes — that ride along with a stock purchase. Sellers usually prefer stock sales because they get capital-gains treatment on a single sale event. This template is an asset-purchase template. If you need a stock purchase or membership-interest purchase, that's a different document.
What representations and warranties should the Seller make?▼
At minimum, the Seller should warrant: (1) Authority — the Seller has the power to sell and isn't violating any other contract by doing so; (2) Title — the Seller owns the assets free and clear of liens, security interests, and third-party claims; (3) Condition — for non-as-is sales, that the assets are in working order and free from material defects the Seller knows about; (4) No undisclosed liabilities — for business-asset sales, no debts or claims travel with the assets; (5) Compliance with law — the assets and the business have been operated in material compliance with applicable laws; (6) Taxes — all taxes related to the assets have been paid. Reps and warranties survive closing for the agreed period (typically 12–24 months), giving the Buyer time to discover breaches and seek indemnification.
How does seller financing work in a Purchase Agreement?▼
Seller financing means the Seller acts as the bank for part of the purchase price — the Buyer pays a portion at closing in cash and signs a promissory note for the balance, repaying it over months or years with interest. It's common in small-business sales where the Buyer can't fully bank-finance the deal. To make it work safely, three documents are signed at closing: (1) the Purchase Agreement covering the transaction; (2) a Promissory Note documenting the debt, interest rate, and payment schedule; and (3) a Security Agreement plus a UCC-1 financing statement filed with the state, giving the Seller a perfected security interest in the financed assets so the Seller can repossess them if the Buyer defaults. Without the UCC-1, the Seller is an unsecured creditor and may lose everything if the Buyer goes bankrupt.
What is indemnification, and why does it matter?▼
Indemnification is the contractual remedy if a representation or warranty turns out to be false after closing. If the Seller warranted that there were no liens on the equipment and the Buyer discovers a $15,000 lien three months later, the indemnification clause is what forces the Seller to pay that amount (or clear the lien) rather than the Buyer being stuck with it. The clause typically defines: who indemnifies whom, what types of losses are covered (third-party claims, breach of reps, taxes, undisclosed liabilities), a survival period (how long after closing claims can be brought), a basket (a minimum dollar threshold before claims kick in), and a cap (a maximum total indemnification). The escrow holdback option in this template lets the Buyer keep part of the purchase price in escrow for the survival period as a self-help remedy if claims arise.
Does this Purchase Agreement work in all 50 states?▼
Yes — purchase-and-sale contracts for personal property and business assets are governed by Article 2 of the Uniform Commercial Code, which has been adopted (with minor variations) in every state plus DC. The agreement is enforceable nationwide, and you select the governing state in the form. A few things to know: (1) Real estate is NOT covered by this template — real estate purchases require a separate real-property purchase agreement with state-specific disclosures and recording requirements; (2) Bulk-sale laws have been repealed in most states but a few still require notice to creditors for large inventory transfers; (3) Sales tax may apply depending on the asset category and state — most states exempt "casual sales" between non-dealers but tax bulk equipment transfers; (4) Seller non-compete enforceability varies — California, North Dakota, and Oklahoma void most non-competes except in the sale-of-business context. For deals over $100,000, have an attorney review before signing.
Related legal documents
Ready to create your Purchase Agreement?
Free preview · $9.99 clean PDF · No signup required
Get Started Now