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

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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

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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.