Bulk Sale Agreement

Seller: [Business Name] · Buyer: [Name] · Date: [Date]

1. Sale

Seller agrees to sell to Buyer, in a single transaction outside the ordinary course of Seller's business, the bulk of Seller's [inventory/equipment/other business assets], as listed in Exhibit A, for a total price of [Amount].

2. Bulk Sales Compliance

[If applicable under the buyer's/seller's state law: the parties will comply with any applicable state bulk sales law/notice requirements, which may require notifying Seller's creditors before the sale closes.]

3. Seller's Warranties

Seller warrants it has good title to the assets, free of liens except: [List, or "none"], and that the assets are as described.

4. Creditors and Liabilities

Buyer does not assume any of Seller's liabilities or debts except: [List any specifically assumed, or "none"]. This is an asset sale, not an assumption of Seller's business as a going concern with its liabilities.

5. Closing

Closing will occur on [Date], with Seller delivering possession of the assets and Buyer delivering payment.

6. Use of Proceeds (if creditor notice required)

[If bulk sales law applies, describe how proceeds will be held/distributed to satisfy Seller's creditors before Buyer takes clear title.]

Seller: ______________________ Date: ____________ Buyer: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Most US states have repealed their old bulk sales laws (Article 6 of the UCC), but a few states still require notifying the seller's creditors before a large asset sale closes — skipping a required notice in those states can leave the buyer liable for the seller's unpaid debts.*