Contract for Sale of Professional Practice

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This Contract for Sale of Professional Practice is for use by a purchaser who desires to buy an established practice. It contains all relevant terms including any lease assignment and if accounts receivable are included in the transaction.

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This Contract for Sale of Professional Practice is between an established practitioner and a buyer who desires to purchase this practice. This contract sets forth the specifics of the sale including the leasehold interest, goodwill and any office equipment, consideration paid and allocation of the purchase price. It also includes the sale terms surrounding any assignment of lease, if accounts receivable are included, a covenant not to compete and the location and closing date of the transaction.

This Contract for Sale of Professional Practice contains the following provisions:
  • Parties: Sets forth the name of buyer and seller who is retiring and desires to sell the practice;
  • Sale of Practice: Details the practice being sold including any office lease, goodwill, equipment, records and files and other supplies located at the practice;
  • Consideration: Sets out the amount paid for the practice, any down payment and if the practice will be purchased via installment payments;
  • Accounts Receivable: Sets forth that the sale does not include any accounts receivable or debts due by seller at the time of sale;
  • Warranty of Title: Seller warrants that he/she has marketable title to all assets of the practice which are set out in an exhibit to this agreement;
  • Non-Compete: Seller agrees not to compete with buyer as an employee or partner of another business for a specified number of years;
  • Signatures: Both seller and buyer must sign this agreement.

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This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Contract for Sale of Professional Practice
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Contract for Sale
of Professional Practice

 

 
This agreement was entered into on ______ between ______ of ______, ______, ______, ______ ______ ("Seller"), and ______ of ______, ______, ______, ______ ______ ("Buyer").
 
Recitals
 
   A.   Seller is an established practitioner of ______ in ______, duly licensed under the laws of ______, and as such is engaged in a lucrative practice.
 
   B.   Buyer has recently moved to and located in ______ to engage in the practice of ______.
 
   C.   Seller wishes to retire from the practice of ______.
 
   D.   Accordingly, Seller desires to sell and Buyer desires to buy Seller's practice in ______ on the terms and conditions set forth below.
 
In consideration of their mutual covenants and promises, the parties agree:
 
1.   Sale of Practice
 
Seller hereby sells to Buyer, effective on the date of closing, Seller's ______ practice, including Seller's leasehold interest in the office at ______, the good will, equipment, apparatus, furniture, fixtures, records, files, library, and supplies of the practice, and all other items located in Seller's office and used in Seller's practice, all as more fully set forth and enumerated in the attached Exhibit ______, which is incorporated by reference.
 
2.   Consideration
 
In consideration for the ______ practice and assets included in the sale, Buyer shall pay the following:
 
(a)   A down payment of $______ in cash on the execution of this agreement, receipt of which is hereby acknowledged by Seller.
 
(b)   Installment payments of $______ payable on ______.
 
3.   Allocation of Purchase Price
 
The purchase price set forth in Section 2 shall be allocated to the various assets of Seller's practice as follows:
 
(a)   Goodwill:  $______, plus the percentages of fees payable to Seller under this agreement.
 
(b)   Leasehold interest in office:  $______.
 
(c)   Equipment, fixtures, furniture, library, records, and supplies:  $______.
 
(d)   Covenant not to compete:  $______.
 
4.   Assignment of Lease
 
Seller shall assign to Buyer, simultaneously with the execution of this agreement, the lease covering the office premises at ______,*[ the lessor of the premises having given his or her consent to the assignments,]* provided that Buyer shall then assume all the terms and conditions of the lease.  Seller shall execute an assignment in a form satisfactory to Buyer's attorney, and Buyer shall execute an assumption agreement in a form satisfactory to Seller's attorney.
 
5.   Accounts Receivable
 
This sale shall not include any accounts receivable or other debts due by Seller for services rendered in the course of Seller's practice prior to ______.  All such amounts received by Buyer after that date shall be paid on receipt to Seller.
 
6.   Closing
 
The closing and the transfer of title to and possession of Seller's practice shall take place on ______, at ______ at ______.
 
7.   Warranty of Title
 
Seller represents and warrants that Seller is the owner of and has good and marketable title to Seller's ______ practice and to all of the assets set out in the attached Exhibit ______, free of all encumbrances, liens, and other security interests.
 
8.   Assistance by Seller to Buyer
 
Between the date of this agreement and the closing date, Seller shall devote a reasonable amount of Seller's time to the details involved in handing over Seller's practice to Buyer.  Seller shall introduce Buyer to all ______ who visit Seller's office during this period, and Seller shall recommend Buyer as Seller's successor.  During this period, Buyer shall have the right to use the facilities of the office for Buyer's own ______ for not more than [spelled number of hours] (______) hours each day, between ______ and ______.
 
9.   Covenant not to Compete
 
Seller shall not engage in the practice of ______ in ______, either on Seller's own behalf, as a partner, or as an employee for a period of [spelled number of years] (______) years beginning on ______, and shall not during this period, directly or indirectly, induce any of Seller's former ______ to patronize any ______ other than Buyer.
 
10.   Entire Agreement; Modification
 
This agreement sets forth the entire understanding of the parties, and may be modified or terminated only by a written memorandum executed by both parties.
 
11.   Binding Effect
 
All the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns.
 
IN WITNESS WHEREOF, the parties hereto have executed this agreement at as of the date first written above.
 
SELLER:
[Signature of individual seller]
[Notary for individual seller]
 
BUYER:
[Signature of individual buyer]
[Notary for individual buyer]
 
Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43629
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Contract for Sale
of Professional Practice

 

 
This agreement was entered into on ______ between ______ of ______, ______, ______, ______ ______ ("Seller"), and ______ of ______, ______, ______, ______ ______ ("Buyer").
 
Recitals
 
   A.   Seller is an established practitioner of ______ in ______, duly licensed under the laws of ______, and as such is engaged in a lucrative practice.
 
   B.   Buyer has recently moved to and located in ______ to engage in the practice of ______.
 
   C.   Seller wishes to retire from the practice of ______.
 
   D.   Accordingly, Seller desires to sell and Buyer desires to buy Seller's practice in ______ on the terms and conditions set forth below.
 
In consideration of their mutual covenants and promises, the parties agree:
 
1.   Sale of Practice
 
Seller hereby sells to Buyer, effective on the date of closing, Seller's ______ practice, including Seller's leasehold interest in the office at ______, the good will, equipment, apparatus, furniture, fixtures, records, files, library, and supplies of the practice, and all other items located in Seller's office and used in Seller's practice, all as more fully set forth and enumerated in the attached Exhibit ______, which is incorporated by reference.
 
2.   Consideration
 
In consideration for the ______ practice and assets included in the sale, Buyer shall pay the following:
 
(a)   A down payment of $______ in cash on the execution of this agreement, receipt of which is hereby acknowledged by Seller.
 
(b)   Installment payments of $______ payable on ______.
 
3.   Allocation of Purchase Price
 
The purchase price set forth in Section 2 shall be allocated to the various assets of Seller's practice as follows:
 
(a)   Goodwill:  $______, plus the percentages of fees payable to Seller under this agreement.
 
(b)   Leasehold interest in office:  $______.
 
(c)   Equipment, fixtures, furniture, library, records, and supplies:  $______.
 
(d)   Covenant not to compete:  $______.
 
4.   Assignment of Lease
 
Seller shall assign to Buyer, simultaneously with the execution of this agreement, the lease covering the office premises at ______,*[ the lessor of the premises having given his or her consent to the assignments,]* provided that Buyer shall then assume all the terms and conditions of the lease.  Seller shall execute an assignment in a form satisfactory to Buyer's attorney, and Buyer shall execute an assumption agreement in a form satisfactory to Seller's attorney.
 
5.   Accounts Receivable
 
This sale shall not include any accounts receivable or other debts due by Seller for services rendered in the course of Seller's practice prior to ______.  All such amounts received by Buyer after that date shall be paid on receipt to Seller.
 
6.   Closing
 
The closing and the transfer of title to and possession of Seller's practice shall take place on ______, at ______ at ______.
 
7.   Warranty of Title
 
Seller represents and warrants that Seller is the owner of and has good and marketable title to Seller's ______ practice and to all of the assets set out in the attached Exhibit ______, free of all encumbrances, liens, and other security interests.
 
8.   Assistance by Seller to Buyer
 
Between the date of this agreement and the closing date, Seller shall devote a reasonable amount of Seller's time to the details involved in handing over Seller's practice to Buyer.  Seller shall introduce Buyer to all ______ who visit Seller's office during this period, and Seller shall recommend Buyer as Seller's successor.  During this period, Buyer shall have the right to use the facilities of the office for Buyer's own ______ for not more than [spelled number of hours] (______) hours each day, between ______ and ______.
 
9.   Covenant not to Compete
 
Seller shall not engage in the practice of ______ in ______, either on Seller's own behalf, as a partner, or as an employee for a period of [spelled number of years] (______) years beginning on ______, and shall not during this period, directly or indirectly, induce any of Seller's former ______ to patronize any ______ other than Buyer.
 
10.   Entire Agreement; Modification
 
This agreement sets forth the entire understanding of the parties, and may be modified or terminated only by a written memorandum executed by both parties.
 
11.   Binding Effect
 
All the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns.
 
IN WITNESS WHEREOF, the parties hereto have executed this agreement at as of the date first written above.
 
SELLER:
[Signature of individual seller]
[Notary for individual seller]
 
BUYER:
[Signature of individual buyer]
[Notary for individual buyer]
 

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