Business Sale Negotiation & Contract Toolkit

Date: [DATE]
Discloser: [SELLER / COMPANY]
Recipient: [BUYER]

Purpose. The Recipient may receive Confidential Information solely to evaluate, finance and negotiate the potential acquisition of [BUSINESS / COMPANY].

Confidential Information. Non-public commercial, financial, operational, technical, customer, supplier, employee and transaction information disclosed in any form, including the existence and terms of negotiations. Exclusions: information lawfully public, already known, independently developed or lawfully received without confidentiality restriction.

Use and disclosure. Information may be used only for the Purpose and disclosed only to directors, employees, professional advisers, lenders and funding sources who need to know it and are bound by confidentiality obligations.

Security. The Recipient will apply reasonable technical and organisational measures and promptly notify the Discloser of material unauthorised access or disclosure.

Required disclosure. Where legally required, the Recipient will, where lawful and practicable, give prior notice and disclose only what is required.

No contact [optional]. Without the Seller’s written consent, the Recipient will not directly contact named customers, suppliers or employees in connection with the transaction.

Return/deletion. On request or termination of discussions, Confidential Information will be returned or securely deleted, subject to legal, regulatory, professional and automatic-backup retention requirements.

No warranty / no obligation. Except in a definitive signed sale agreement, no representation or warranty is given and neither party is obliged to complete a transaction.

Term. [2/3/5] years, with trade secrets protected while confidential to the extent permitted by law.

Governing law. England and Wales [adapt if required].

Transaction: proposed [share sale / asset sale] of [COMPANY / BUSINESS].
Seller(s): [ ]
Buyer: [ ]
Date: [ ]

1. Structure: [100% share sale / specified asset sale].
2. Price: £[ ], comprising £[ ] cash at completion, £[ ] deferred and earn-out up to £[ ] based on [metric].
3. Cash/debt/working capital: [cash-free/debt-free / target working capital / locked box / completion accounts].
4. Deferred security: [interest / guarantee / charge / acceleration events].
5. Seller transition: [period, hours, fee].
6. Due diligence: financial, legal, tax, commercial, employment, IT/IP, property, regulatory and data protection by [DATE].
7. Conditions: [funding / landlord / regulatory / key contract / board approvals].
8. Warranties and liability: customary warranties subject to disclosure, cap, thresholds and time limits; specific indemnities only for identified risks.
9. Exclusivity: until [DATE], subject to buyer milestones.
10. Confidentiality / announcements: NDA remains in force; no announcement without agreement except as legally required.
11. Costs: each party bears its own.
12. Binding effect: only clauses expressly identified as binding are legally binding.
13. Governing law: England and Wales [adapt if required].

During the period from [DATE] to [DATE], the Seller will not solicit, initiate or knowingly encourage a competing proposal for the sale of [SHARES / BUSINESS / MATERIAL ASSETS].

Exclusivity is conditional on the Buyer meeting agreed milestones, including: evidence of funds by [DATE], due diligence request by [DATE], first transaction-document drafts by [DATE] and reasonable endeavours to complete by [DATE]. If a material milestone is missed and not remedied within [3] business days after notice, the Seller may terminate exclusivity.

Nothing obliges the Seller to complete a transaction unless definitive documents are signed. The NDA dated [DATE] remains in force. Each party bears its own costs. Governing law: England and Wales [adapt if required].

Use this as a solicitor-instruction sheet for a 100% share sale:

• Company / shares: [ ]
• Price: £[ ]
• Payment: [completion / deferred / earn-out]
• Cash/debt basis: [ ]
• Working capital: [target / completion accounts / locked box]
• Seller loans: [repaid / waived / assigned]
• Warranty cap: £[ ] / [%]
• De minimis / basket: [ ]
• Warranty time limit: [ ]
• Tax claims: [ ]
• Specific indemnities: [ ]
• Restrictive covenants: [duration / geography / activities]
• Seller transition: [ ]
• Conditions precedent: [ ]
• Completion date: [ ]

Ask the solicitor to document disclosure, liability caps and thresholds, tax treatment, completion deliverables, stock-transfer formalities and any security for deferred consideration.

• Business / location: [ ]
• Assets included: goodwill, stock, equipment, IP, contracts, domains, customer records, [other]
• Excluded assets: cash, debtors, property, vehicles, [other]
• Liabilities assumed: [ ]
• Liabilities retained by seller: [ ]
• Price allocation: goodwill £[ ]; plant £[ ]; stock £[ ]; other £[ ]
• Stock valuation: [method]
• Contracts: [assignment / novation / consent list]
• Property: [assignment / new lease / licence]
• Employees / TUPE: [analysis / transferring employees / liabilities]
• VAT / transfer-of-going-concern treatment: tax advice required
• Data / records: [lawful transfer and notices]
• Completion date: [ ]

Transition period: [START] to [END]. Seller will provide only the agreed services: [customer introductions], [supplier introductions], [staff/management handover], [systems/process training], [contract-transfer support] and [other].

Time commitment: maximum [ ] hours per week / [ ] hours total. Additional time requires written agreement and is charged at £[ ] plus VAT if applicable.

No management authority: unless expressly agreed, the Seller cannot bind the Business, hire or dismiss staff, enter contracts or incur expenditure after completion.

Fees/expenses: [included / £ per month / £ per hour]. Pre-approved expenses reimbursed within [ ] days.

End of transition: at the end date the Seller returns access credentials/materials and provides a final list of open items. Any extension must be in writing.