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This is an example of a first draft sale and purchase agreement for the acquisition of a high growth tech business that a buyer would send to a seller for review.  The agreement is marked up from a seller’s perspective to show the types of comments and changes that a seller would typically make. The agreement is based on a sale of the assets of the target business, rather a sale of shares. This is the most common scenario, but in any event most of the issues that are highlighted in this example also tend to arise in a share sale transaction.

The agreement and mark-up is intended to show the types of issues that arise when negotiating an agreement for the sale of a tech business.  The document is not a template, and is not intended for use as the basis for buying or selling a business.

While many of the provisions shown in this example agreement will be relevant in most sale and purchase agreements, the document does not attempt to cover every issue that may arise when a business is bought or sold.

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