What to Include in Your Business Sale Contract in NSW—So It Doesn’t Unravel Later
- JLAJLA
- Apr 20
- 2 min read
Intro
Selling your business is a big milestone. But too many deals fall apart—or end in disputes—because the sale contract didn’t cover what really mattered.
This post breaks down the key clauses and commercial terms that need to be in your business sale agreement if you want the deal to run smoothly and hold up after handover.
Why It Matters
Business sales often move fast—but the legal documents need to keep up with commercial reality. If the contract leaves out critical details, you risk payment delays, disputes over staff or stock, or exposure to liabilities long after settlement.
A well-structured contract protects both parties and reduces the chance of a “he said, she said” situation down the track.
What You Need to Know
Clearly Define What’s Being Sold
This might sound obvious—but it’s often where problems start. Your contract should spell out exactly what’s included in the sale:
Tangible assets (equipment, stock, vehicles)
Intangible assets (business name, domain, goodwill, IP)
Contracts (supplier agreements, client relationships, leases)
Staff (who’s transferring, on what terms)
If it’s not listed, it’s not sold.
Set Out the Handover Terms
Is the vendor staying on to help transition clients? For how long? Are there any performance-based payments (earn-outs)? Is the buyer taking over any debts or liabilities?
A proper transition clause avoids uncertainty—and gives both parties time to adjust and deliver.
Protect Yourself with Warranties and Indemnities
Warranties confirm key facts about the business at the time of sale (e.g. that financial statements are accurate, staff entitlements are paid, and no undisclosed legal action is pending).
Indemnities are promises to cover specific risks. For example, the seller might agree to cover any tax debts that relate to the pre-sale period.
Don’t Forget Restraints of Trade
Buyers don’t want the seller setting up shop next door a month later. Restraint clauses can protect the buyer by preventing the seller from competing or poaching clients for a set period and area.
| Tip: Restraints need to be reasonable to be enforceable. Too broad, and they may not hold up.
Commercial Insight
Even simple sales benefit from clear, written agreements. But the more complex the deal—especially if it involves staff, stock, deferred payments or leases—the more important the contract becomes.
A business sale agreement is not just a legal formality. It’s your roadmap for getting paid, handing over smoothly, and walking away with confidence.
What to Do Next
Make a list of everything included in the sale—down to client files and access codes
Clarify what’s happening with staff, leases, liabilities and suppliers
Be upfront about risks—it’s easier to deal with them in the contract than in court
Don’t rely on verbal promises—get everything in writing
Whether you're buying or selling, the contract should reflect the deal—not reinvent it.
Closing Wrap
I work with buyers and sellers to make sure their business sale contracts reflect the real deal—not just legal boilerplate. If you're getting ready to sell or already negotiating terms, I can help make sure the paperwork keeps up with the plan.
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