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What Actually Goes in a Purchase Agreement

MicroExits2 min read

A purchase agreement for a $100k internet business does not need to be forty pages. It needs to be unambiguous about nine things. Most disputes come from two of them.

The nine

  1. The parties and the entity. Who exactly is selling, and to whom.

  2. The price and the structure. Cash at close, any note, any earnout, with the schedule.

  3. The asset schedule. Every asset, listed. This is the clause that matters most.

  4. Representations and warranties. The seller's statements of fact about the business.

  5. The transfer mechanics. Who does what, in what order, by when.

  6. The inspection period. How long, and what counts as acceptance.

  7. Post-close support. Hours, duration, response time, and what's out of scope.

  8. Non-compete. Scope, geography, duration.

  9. Governing law and dispute process. Where, and how, if it goes wrong.

The two that cause the arguments

The asset schedule

Anything not on it does not transfer. Buyers write "the website and associated accounts" and then discover the ad account, the analytics property, the support inbox, the design files and the API keys were never in scope.

Write it exhaustively. Domain and registrar. Repository and hosting. Payment processor. Analytics property. Email sending domain. Mailing list and its ESP. Every third-party service account. Social handles. Design source files. Documentation. Trademarks. Customer contracts.

Post-close support

"The seller will provide reasonable transition support" is not a clause, it's a future argument. Every word of it is contested: reasonable to whom, for how long, at what response time?

Write it as a number: "Up to 10 hours across 30 days, by email, responded to within two business days, plus two 60-minute calls." Now nobody can be disappointed.

On warranties

The warranties are where a seller states plainly that the numbers are accurate, they own what they're selling, there's no undisclosed litigation and nothing material has been withheld. Sellers sometimes push back on breadth here; some negotiation is fair, but a seller who won't warrant that their revenue figures are accurate has told you something.

This is not legal advice and small-deal documents still benefit from an hour of a lawyer's time. But knowing which nine things the document must settle means that hour is spent on the deal rather than on explaining the deal.

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