Business Purchase or Sale Agreement

Consideration
Always try to identify and describe the consideration given in exchange for each party's rights. (Adequate consideration is a benefit or detriment which a party receives which reasonably and fairly induces them to enter into the agreement.)

Restrictive Covenants
Depending on the nature of the relationship between the parties, it may be wise to include restrictive covenants which offer parties statutory remedies for violation of their terms and often prevent another party from unfairly competing against or disclosing confidential business information. As always, ensure any such restrictive covenants are within statutory parameters.

Covenant Not to Compete To prohibit one party from unfairly competing against the other. Very often, specific statutory language limits their scope. In Florida, such restraints of trade or commerce are specifically valid and limited only to statutory guidelines. However, many states, including New York still rely on the three-prong common law rule, which judges the reasonableness of the restriction in protecting a legitimate business interest. Still other states like California specifically prohibit covenants that prevent or otherwise "restrain" a person from engaging in their profession or trade.
Non-Solicitation Clause To prohibit one party from soliciting (for business purposes) staff from the other party.
Confidentiality Clause To prohibit one party from using the other party's business information to compete with them.
Non-Impairment of Goodwill Clause To prohibit one party from disparaging, in any manner or respect, the other party or it's financial soundness and responsibility, personnel or practices of it's business.

Insurance
For liability purposes, one party may require the other to carry any and all manner of insurance policies including: general liability insurance, automobile, bodily injury, property damage, worker's compensation, with coverage in amounts and form satisfactory to company.

Mediation and Arbitration
Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publicly available).

Governing Law
Always stipulate that the contract will be governed under whatever law the Client ordinarily conducts business. Always make sure that venue and jurisdiction are as convenient to the Client as possible.

Attorney's Fees
Always make sure provide for the collection of Attorney's Fees and costs by the prevailing party in any arbitration or litigation.

Modification
No modifications except those specifically agreed upon by the parties in writing.

Severability
Always make sure that if any part of the Agreement is determined to be unenforceable that the remainder of the Agreement will still be effective.

Waiver
Any waiver of a term or provision will not act as a waiver of any other provision. I.e., Just because a party does not exercise his legal rights after a particular breach doesn't prevent him from exercising his legal rights for subsequent breaches.

Notices
Notices should always list the current and best addresses where each party may contact the other for whatever reason.

Facsimile Copy
Provide that a fax copy with signatures will act as an original copy of the Agreement.

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