[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-option-to-buy-agreement-D336":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":182,"customdescription":6,"mdFm":183,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"OPTION TO BUY AGREEMENT This Option to Buy Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME] (the \"Buyer\"), an individual with his principal place of living located at: [COMPLETE ADDRESS] Buyer hereby pays to Owner the sum of $[AMOUNT] in consideration 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Business","/template/proposal-to-buy-a-business-D338","https://templates.business-in-a-box.com/imgs/250px/338.png",{"label":76,"url":77,"thumb":78,"extension":10},"Option to Purchase Real Estate Property","/template/option-to-purchase-real-estate-property-D1194","https://templates.business-in-a-box.com/imgs/250px/1194.png",{"label":80,"url":81,"thumb":82,"extension":10},"Checklist Evaluation to Buy a Business","/template/checklist-evaluation-to-buy-a-business-D326","https://templates.business-in-a-box.com/imgs/250px/326.png",{"label":84,"url":85,"thumb":86,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":103,"url":104},"PURCHASE & SALE AGREEMENT This Purchase & Sale Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [SELLER'S NAME], (\"Seller\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [BUYER'S NAME], (\"Buyer\") an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF PROPERTY The Seller agrees to sell, and the Buyer agrees to purchase, the real property located at [PROPERTY ADDRESS], including all improvements, fixtures, and appurtenances thereto (the \"Property\"). A full legal description of the Property is attached hereto as Exhibit A. PURCHASE PRICE AND PAYMENT TERMS 2.1 The Buyer shall pay the Seller a total purchase price of [PURCHASE PRICE AMOUNT] for the Property, as specified in Exhibit A. 2.2 Payment Terms: [DETAIL PAYMENT TERMS, SUCH AS DOWN PAYMENT, FINANCING ARRANGEMENTS, ESCROW DETAILS, ETC. INCLUDE ANY CONDITIONS OR CONTINGENCIES RELATED TO FINANCING.] DUE DILIGENCE AND INSPECTIONS 3.1 Due Diligence: The Buyer shall have [DUE DILIGENCE PERIOD] days from the Effective Date of this Agreement to conduct due diligence, including but not limited to property inspections, title review, and appraisal. 3.2 Inspection Findings: In case of any material defects or issues discovered during the Due Diligence Period, the Buyer may request repairs, a reduction in purchase price, or may terminate this Agreement. CLOSING 4","Purchase and Sale Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/purchase-and-sale-agreement-D13884.png","https://templates.business-in-a-box.com/imgs/250px/13884.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13884.xml",{"title":96,"description":6},"purchase and sale agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Purchase & Sale Agreements","purchase-sale-agreement","purchase sale agreement","/template/purchase-and-sale-agreement-D13884",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":124,"url":125},"RIGHT OF FIRST REFUSAL This Confidential Instructions: Right of First Refusal Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Investor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the [YOUR COMPANY NAME], the \"Investor\" is acquiring concurrently with the execution and delivery of this Agreement [NUMBER] shares of the Company's Series A Preferred Stock, par value [AMOUNT] per share (the \"Series A Preferred Stock\"), at a purchase price of [AMOUNT] per share; and WHEREAS, as a condition to the issuance to the Investor of such shares of the Series A Preferred Stock, the Investor has agreed to grant the Company a right of first refusal with respect to such shares of the Series A Preferred Stock and all shares of the common stock, preferred stock, and all other securities of the Company which may be issued to the Investor in exchange for or in respect of such shares of the Series A Preferred Stock in any stock dividend, stock split, reclassification or similar event (together, the \"Shares\"). THEREFORE, the undersigned agree as follows: COMPANY'S RIGHT OF FIRST REFUSAL Before any Shares held by the Investor or any transferee of the Investor (either being sometimes referred to herein as the \"Selling Stockholder\") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the \"Right of First Refusal\"). Notice of Proposed Transfer. The Selling Stockholder shall (a) deliver to the Company a written notice (the \"Notice\") stating: (i) the Selling Stockholder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (\"Proposed Transferee\"); (iii) the number of Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Selling Stockholder proposes to transfer the Shares (the \"Offered Price\"); and (v) the material terms and conditions of the proposed transfer (the \"Offer Terms\") and (b) offer the Shares at the Offered Price and on the Offer Terms to the Company or its assignee(s). Exercise of Right of First Refusal. At any time within [NUMBER] days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Selling Stockholder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and on the terms determined in accordance with subsection (c) below. Purchase Price. The purchase price (the \"Purchase Price\") for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price, and the terms and conditions of the transferee shall be identical in all material respects to the Offer Terms (the \"Terms\"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Selling Stockholder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof, in any case in accordance with the Terms, within [NUMBER] days after delivery of the written notice by the Company as set forth in Section 2(b). Selling Stockholder's Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Selling Stockholder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price and on the Offer Terms, provided that such sale or other transfer is consummated within [NUMBER] days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Selling Stockholder may be sold or otherwise transferred. Exception for Certain Transfers","Right of First Refusal Agreement","5",44,"https://templates.business-in-a-box.com/imgs/1000px/right-of-first-refusal-agreement-D5157.png","https://templates.business-in-a-box.com/imgs/250px/5157.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5157.xml",{"title":6,"description":6},[115,118,121],{"label":116,"url":117},"Business Plan Kit","business-plan-kit",{"label":119,"url":120},"Board of Directors","board-of-directors",{"label":122,"url":123},"Shareholders & Investors","shareholders-investors","right first refusal agreement","/template/right-of-first-refusal-agreement-D5157",{"description":127,"descriptionCustom":6,"label":128,"pages":129,"size":130,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":135,"keywords":138,"url":139},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[136,137],{"label":33,"url":99},{"label":101,"url":102},"asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":141,"descriptionCustom":6,"label":142,"pages":143,"size":144,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":149,"keywords":152,"url":153},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[150,151],{"label":33,"url":99},{"label":101,"url":102},"asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":155,"descriptionCustom":6,"label":156,"pages":157,"size":91,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":163,"keywords":162,"url":166},"STOCK OPTION PLAN This Stock Option Plan (the \"Plan\") is given by [COMPANY NAME] (the \"Company\"), having its registered office at [SPECIFY ADDRESS] to its Employees. This Plan was approved and adopted by the Board of Directors and by the stockholders on [DATE]. STATEMENT OF PURPOSE [COMPANY NAME] has formulated this Plan, in furtherance of the corporate policy of the Company, for creating an environment conducive to higher growth opportunities for its Employees and the Employees of its Affiliates, and with a view to align the interests of such Employees and those of the shareholders by creating a common sense of purpose towards creating sustainable shareholder value. DEFINITIONS Administrator shall mean the Compensation Committee of the Board (or a subcommittee thereof) acting in its capacity as Administrator of the Plan. Applicable Laws shall mean the legal requirements related to the Plan and the option under applicable provisions of the securities laws of [STATE/PROVINCE]. Board shall mean the Company's Board of Directors. Company shall mean [NAME OF COMPANY]. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the attached Exhibit A. Optionee shall mean the person eligible to avail the Stock Option Plan. Permanent Disability shall mean the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of [NUMBER OF MONTHS] months or more. Plan shall mean this Stock Option Plan. GRANT OF OPTION The Company hereby grants to the eligible person (the \"Optionee\") an option to purchase shares of Common Stock under the Plan. The date on which this option is granted (the \"Grant Date\"), the number of shares of Common Stock purchasable under this option (the \"Option Shares\"), the exercise price payable per share (the \"Exercise Price\"), the applicable vesting schedule by which this option shall vest and become exercisable incrementally for the Option Shares (the \"Vesting Schedule\") and the date to be used to measure the maximum term of this option (the \"Expiration Date\") are indicated on the attached Exhibit A to this Plan. The remaining terms and conditions governing this option shall be as set forth in this Plan. ELIGIBILITY FOR THE GRANT OF OPTIONS The criteria to be fulfilled by an Employee for being considered an Eligible Employee may be prescribed by the Committee from time to time. Only Employees fulfilling such criteria and who are not Disqualified Employees shall be considered Eligible Employees for the purposes of this Plan. An option can be granted only to an Eligible Employee who has been selected by the Committee. While selecting Eligible Employees for the award of grants and for deciding the number of options to be granted to such Eligible Employees, the Committee may be guided by the following considerations (i.e. eligibility criteria): Number of years of service Job profile and grade Performance rating or key result area appraisal Any other factors the Board of Directors or the Committee may deem appropriate. OPTION TERM The term of this option shall commence on the Grant Date and continue to be in effect until the close of business on the last business day prior to the Expiration Date specified in the attached Exhibit A, unless sooner terminated in accordance with this Plan. LIMITED TRANSFERABILITY This option shall be neither transferable nor assignable by the Optionee other than by will or the laws of inheritance following the Optionee's death and may be exercised, during the Optionee's lifetime, only by the Optionee. DATE OF EXERCISE This option shall vest and become exercisable for the Option Shares in a series of installments in accordance with the Vesting Schedule set forth in the attached Exhibit A. As the option vests and becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the last business day prior to the Expiration Date or any sooner termination of the option term. CESSATION OF SERVICE The option mentioned above shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: Except as otherwise expressly provided in subparagraphs 8.1.2 through 8.1.7 of this Paragraph 8, should the Optionee cease to remain in Continuous Service for any reason while this option is outstanding, then the Optionee shall have until the close of business on the last business day prior to the expiration of the [NUMBER OF MONTHS]-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of the Optionee's cessation of Continuous Service, but in no event shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. In the event the Optionee ceases Continuous Service by reason of his or her death while this option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of the Optionee's cessation of Continuous Service, by (i) the personal representative of the Optionee's estate or (ii) the person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of inheritance following the Optionee's death. However, if the Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this option following the Optionee's death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the close of business on the last business day prior to the earlier of (a) the expiration of the twelve (12)-month period measured from the date of the Optionee's death or (b) the Expiration Date. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. Should the Optionee cease Continuous Service by reason of Permanent Disability while this option is outstanding, then the Optionee shall have until the close of business on the last business day prior to the expiration of the twelve (12)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. Except as otherwise precluded by Applicable Laws, should (i) the Optionee cease Continuous Service after completion of at least three (3) years of Continuous Service and (ii) the sum of the Optionee's attained age and completed years of Continuous Service at the time of such cessation of service equals or exceeds seventy (70) years, then the Optionee shall have until the close of business on the last business day prior to the expiration of the thirty-six (36)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date.","Stock Option Plan","9","https://templates.business-in-a-box.com/imgs/1000px/stock-option-plan-D13284.png","https://templates.business-in-a-box.com/imgs/250px/13284.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13284.xml",{"title":162,"description":6},"stock option plan",[164,165],{"label":33,"url":99},{"label":33,"url":99},"/template/stock-option-plan-D13284",{"description":168,"descriptionCustom":6,"label":169,"pages":170,"size":91,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":176,"keywords":175,"url":181},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":175,"description":6},"non disclosure agreement nda",[177,178],{"label":33,"url":99},{"label":179,"url":180},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":184,"reviewer":197,"legal_disclaimer":196,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":258,"clauses":292,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":461,"diy_vs_lawyer":474,"jurisdictions":487,"related_template_ids_curated":508,"schema":515,"classification":516},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188,"family":187,"is_canonical":196},"Option to Buy Agreement Template (Free Word)","Free option to buy agreement template for real estate, business assets, and equity. Covers option price, exercise period, and purchase terms. Free Word and PDF download.","option to buy agreement template",[189,190,191,192,193,194,195],"option to purchase agreement template","option to buy agreement template word","option to buy agreement free","real estate option agreement template","option contract template","option to purchase real estate template","business asset option agreement",true,{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":202,"legal_review_recommended":196,"signature_required":196,"notarization_required":182},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"An Option To Buy Agreement is a legally binding contract that grants one party the exclusive right — but not the obligation — to purchase a specific asset at a predetermined price within a defined period. This free Word download covers option consideration, exercise price, exercise period, and the terms that govern the eventual purchase, and can be exported as PDF and executed immediately.\n","Use it when a buyer needs time to arrange financing, conduct due diligence, or obtain approvals before committing to a purchase, while the seller agrees to hold the asset off the market for a fee. Common triggers include real estate acquisitions, business buyouts, and equipment or intellectual property purchases.\n","Option consideration and grant, exercise price and payment terms, exercise period and procedure, representations and warranties, conditions to closing, default and termination provisions, confidentiality, and governing law.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Real estate investors","Securing the right to purchase a property before financing is confirmed","persona-real-estate-investor",{"title":213,"use_case":214,"icon_asset_id":215},"Small business owners","Locking in the right to acquire a competitor or supplier at a fixed price","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Startup founders","Granting investors or co-founders an option to acquire additional equity or assets","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"Commercial landlords and tenants","Embedding a lease-to-own option in a commercial property lease arrangement","persona-landlord",{"title":225,"use_case":226,"icon_asset_id":227},"M&A advisors and brokers","Holding a target business off the market during due diligence and financing","persona-ma-advisor",{"title":229,"use_case":230,"icon_asset_id":231},"Equipment and IP buyers","Reserving the right to purchase machinery or a patent portfolio at a fixed price","persona-operations-director",[233,237,241,245,249,252,255],{"situation":234,"recommended_template":235,"slug":236},"Securing the right to purchase residential or commercial real estate","Real Estate Option Agreement","option-to-purchase-real-estate-property-D1194",{"situation":238,"recommended_template":239,"slug":240},"Combining a lease with the right to purchase at lease end","Lease With Option To Purchase Agreement","equipment-lease-agreement-with-option-to-purchase-D1143",{"situation":242,"recommended_template":243,"slug":244},"Granting an employee or investor the right to buy company shares","Stock Option Agreement","stock-option-plan-D13284",{"situation":246,"recommended_template":247,"slug":248},"Acquiring an entire business rather than a single asset","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":250,"recommended_template":107,"slug":251},"First right to match any third-party offer before the seller accepts","right-of-first-refusal-agreement-D5157",{"situation":253,"recommended_template":128,"slug":254},"Purchasing specific business assets rather than the whole entity","asset-purchase-agreement-D928",{"situation":256,"recommended_template":89,"slug":257},"Documenting the final binding purchase after the option is exercised","purchase-and-sale-agreement-D13884",[259,262,265,268,271,274,277,280,283,286,289],{"term":260,"definition":261},"Option Consideration","The fee the buyer pays the seller to obtain the option right — typically non-refundable and often credited toward the purchase price if the option is exercised.",{"term":263,"definition":264},"Exercise Price","The agreed purchase price at which the buyer may acquire the asset if the option is exercised, fixed at the time the option is granted.",{"term":266,"definition":267},"Exercise Period","The window of time during which the buyer may exercise the option — after this period expires unexercised, the option lapses and the seller is free to sell elsewhere.",{"term":269,"definition":270},"Exercise Notice","The formal written notice the buyer must deliver to the seller to trigger the purchase obligation, typically specifying a closing date.",{"term":272,"definition":273},"Option Lapse","Automatic termination of the option right when the buyer fails to exercise within the exercise period or breaches a condition of the agreement.",{"term":275,"definition":276},"Conditions Precedent","Specific events or approvals that must occur before the buyer is obligated to complete the purchase, such as financing approval or zoning clearance.",{"term":278,"definition":279},"Representations and Warranties","Factual statements made by each party about the asset and their authority to contract, which survive closing and can form the basis of a damages claim if false.",{"term":281,"definition":282},"Specific Performance","A court-ordered remedy requiring a party to fulfill their contractual obligations — particularly relevant when money damages are inadequate to compensate for a unique asset.",{"term":284,"definition":285},"Right of First Refusal","A separate but related right that requires the seller to offer the asset to the holder before selling to a third party — distinct from an option, which grants a unilateral right to buy.",{"term":287,"definition":288},"Option Assignment","The transfer of the buyer's option right to a third party — typically restricted or prohibited without the seller's written consent.",{"term":290,"definition":291},"Earnest Money","A deposit paid at the time the option is exercised as evidence of good faith, typically applied toward the purchase price at closing.",[293,298,303,308,313,318,322,327,332,337],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties and Recitals","Identifies the seller (optionor) and buyer (optionee) by their full legal names and entity types, and briefly describes the asset and the purpose of the agreement.","This Option To Buy Agreement ('Agreement') is entered into as of [DATE] between [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Optionor'), and [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Optionee'). Optionor owns the property described in Schedule A ('Property') and desires to grant Optionee an exclusive option to purchase the Property on the terms set out herein.","Using trade names instead of registered legal entity names. A mismatch between the agreement and title records or corporate registries can cloud title and delay or void closing.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Grant of Option and Consideration","States that the seller irrevocably grants the buyer the exclusive option to purchase the asset in exchange for a defined option fee, and whether that fee is credited toward the purchase price.","In consideration of [OPTION CONSIDERATION AMOUNT] paid by Optionee to Optionor (receipt of which is acknowledged), Optionor hereby grants to Optionee an exclusive, irrevocable option to purchase the Property for the Exercise Price set out in Section 3, on the terms of this Agreement. The Option Consideration is non-refundable but shall be credited toward the Exercise Price upon closing.","Failing to state whether the option consideration is refundable or credited to the purchase price. Ambiguity on this point is one of the most common sources of post-exercise disputes.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Exercise Price and Payment Terms","Sets the fixed purchase price the buyer will pay if the option is exercised, the currency, and the payment mechanics at closing — deposit, balance, and method.","The exercise price for the Property is [EXERCISE PRICE] ([WRITTEN AMOUNT]) USD ('Exercise Price'), payable as follows: (a) a deposit of [DEPOSIT AMOUNT] within [X] business days of delivery of the Exercise Notice, and (b) the balance of [BALANCE AMOUNT] at closing by wire transfer to Optionor's designated account.","Leaving the exercise price subject to renegotiation or market adjustment. A fixed price is the core commercial benefit of an option — any price-adjustment mechanism undermines the buyer's certainty and may make the option unenforceable as an illusory promise.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Exercise Period and Exercise Notice","Defines the window during which the buyer can exercise the option and specifies the exact form, delivery method, and content of the written notice required to trigger the purchase.","Optionee may exercise the option at any time during the period commencing on [START DATE] and expiring at 5:00 p.m. [TIMEZONE] on [EXPIRY DATE] ('Exercise Period') by delivering written notice to Optionor at the address in Section 12 ('Exercise Notice'). The Exercise Notice shall specify the proposed closing date, which shall be no fewer than [X] business days after delivery.","Not specifying the exact delivery method (email, registered mail, courier) or time zone for the exercise deadline. An ambiguous delivery mechanism can lead to a disputed lapse if the notice arrives close to the expiry time.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Conditions to Closing","Lists the events or approvals that must be satisfied before the buyer is obligated to complete the purchase after exercising the option — financing, due diligence, regulatory approvals, or title clearance.","The obligation of Optionee to close is subject to satisfaction of the following conditions by the closing date: (a) Optionee obtaining financing on terms acceptable to Optionee in its sole discretion; (b) title to the Property being free and clear of all encumbrances other than Permitted Encumbrances listed in Schedule B; and (c) [ADDITIONAL CONDITION].","Drafting conditions entirely in the buyer's sole discretion without a good-faith or reasonableness standard. Courts in some jurisdictions will void financing conditions drafted with unlimited subjectivity as illusory, rendering the option unenforceable.",{"name":278,"plain_english":319,"sample_language":320,"common_mistake":321},"Each party makes factual statements about their legal authority to sign and the condition or ownership of the asset. The seller typically warrants clear title, no undisclosed encumbrances, and compliance with applicable laws.","Optionor represents and warrants that: (a) Optionor has full legal authority to grant this option and convey the Property; (b) the Property is free from all liens and encumbrances except as disclosed in Schedule B; (c) no litigation, proceeding, or governmental investigation affecting the Property is pending or, to Optionor's knowledge, threatened; and (d) all information provided to Optionee regarding the Property is accurate and complete in all material respects.","Limiting representations to 'to the seller's knowledge' on all items, including those within the seller's direct control such as undisclosed mortgages. Courts have found this overreaches and, where fraud is present, the limitation will not protect the seller.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Seller's Obligations During the Option Period","Restricts the seller from selling, encumbering, or materially altering the asset during the option period, and may require the seller to maintain it in its current condition.","During the Option Period, Optionor shall not: (a) sell, transfer, assign, or otherwise dispose of the Property or any interest therein; (b) grant any lien, mortgage, or encumbrance on the Property without Optionee's prior written consent; or (c) take any action that would materially diminish the value or condition of the Property.","Omitting restrictions on the seller's conduct during the option period entirely. Without them, the seller can encumber the asset with new debt or alter it materially, reducing its value before the buyer exercises.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Default and Remedies","Defines what constitutes a breach by either party, the notice and cure period required before declaring a default, and the remedies available — including forfeiture of the option consideration or specific performance.","If Optionor defaults in any material obligation under this Agreement and fails to cure within [X] days after written notice from Optionee, Optionee may, at its election: (a) terminate this Agreement and recover the Option Consideration; or (b) seek specific performance of this Agreement. If Optionee exercises the option and fails to close without cause, Optionor may retain the Option Consideration as liquidated damages and not as a penalty.","Failing to specify whether the option consideration forfeiture is the seller's sole remedy or one of several remedies. Without clarity, sellers may pursue both retention of the fee and additional damages, leading to costly litigation.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Confidentiality","Prohibits both parties from disclosing the existence of the agreement, the exercise price, or due diligence materials to third parties — with exceptions for advisors and required regulatory disclosures.","Each party agrees to keep the existence of this Agreement and all due diligence materials exchanged hereunder strictly confidential and shall not disclose them to any third party without the other party's prior written consent, except to legal counsel, accountants, and lenders who are bound by equivalent confidentiality obligations or as required by applicable law.","No confidentiality clause at all when the exercise price or deal structure is competitively sensitive. A leaked option price sets a floor for competing offers and can materially increase the cost of the eventual purchase.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing Law, Dispute Resolution, and Notices","Specifies which jurisdiction's law governs the agreement, how disputes are resolved (court, arbitration, or mediation), and the official addresses and methods for delivering legal notices.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS / ADRIC] in [CITY], except that either party may seek injunctive or equitable relief in any court of competent jurisdiction. Notices shall be delivered by registered mail or courier to the addresses in Schedule C, effective upon receipt.","Specifying a governing law with no connection to where the asset is located. For real property, courts almost universally apply the law of the jurisdiction where the property sits, regardless of what the contract states.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify the parties with full legal names","Enter each party's registered legal name, entity type, state or province of formation, and principal address. For individuals, use the name on government-issued ID.","Run a quick corporate registry search before signing to confirm the seller's entity is in good standing — a dissolved entity cannot grant a valid option.",{"step":349,"title":350,"description":351,"tip":352},2,"Describe the asset precisely","Attach a Schedule A with the full legal description of the property (for real estate) or a detailed itemized list (for business assets or IP). Vague descriptions are the most common source of post-exercise disputes.","For real property, copy the legal description verbatim from the most recent deed on file with the county recorder — do not rely on a marketing listing.",{"step":354,"title":355,"description":356,"tip":357},3,"Set the option consideration amount and credit terms","Enter the option fee, state that it is non-refundable, and specify whether it is credited toward the exercise price at closing. Confirm the payment method and due date.","Option consideration between 1–3% of the exercise price is typical for real estate; commercial asset options often use a flat fee. Too low a fee signals low commitment and may weaken enforceability in some jurisdictions.",{"step":359,"title":360,"description":361,"tip":362},4,"Fix the exercise price with no adjustment mechanism","Enter a specific dollar amount as the exercise price. Avoid language like 'fair market value at time of exercise' — this eliminates the commercial certainty that makes an option valuable.","If inflation risk over a long option period is a concern, use a fixed price with a clearly defined index-based adjustment formula rather than an open-ended appraisal mechanism.",{"step":364,"title":365,"description":366,"tip":367},5,"Define the exercise period with an exact expiry date and time","Set a specific calendar date and time (including time zone) for the option to expire. Specify the exact form, content, and delivery method of the exercise notice.","Option periods of 30–180 days are standard for most transactions. Periods longer than one year raise enforceability concerns in some jurisdictions and should be reviewed by local counsel.",{"step":369,"title":370,"description":371,"tip":372},6,"List the conditions to closing clearly","Identify every condition the buyer must satisfy after exercising the option — financing, due diligence sign-off, regulatory approvals. Each condition should have a defined deadline and a good-faith or reasonable efforts standard.","Limit conditions to items genuinely outside the buyer's immediate control. A long list of subjective buyer conditions gives the seller grounds to argue the option is illusory and unenforceable.",{"step":374,"title":375,"description":376,"tip":377},7,"Complete the representations and warranties","Review each representation carefully with the actual facts of the asset. Cross-check the title report, any existing liens, and any pending litigation before the seller signs.","Attach a disclosure schedule identifying any exceptions to the representations — undisclosed exceptions discovered post-closing are far more expensive to resolve than ones addressed up front.",{"step":379,"title":380,"description":381,"tip":382},8,"Execute before the option period begins and record if required","Both parties must sign the agreement before the option period starts. For real estate options, check whether recording the option with the county recorder is required or advisable to put third parties on notice.","Recording a real estate option prevents the seller from granting a conflicting interest to a third-party purchaser who claims they had no notice of your option.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Ambiguous option consideration credit language","If the agreement does not clearly state whether the option fee is credited toward the purchase price, both parties will have conflicting expectations at closing — and the dispute will surface at the worst possible moment.","State explicitly: 'The Option Consideration of [AMOUNT] is non-refundable and shall be credited in full toward the Exercise Price at closing. If the option lapses unexercised, Optionor retains the Option Consideration absolutely.'",{"mistake":389,"why_it_matters":390,"fix":391},"Leaving the exercise price open to market adjustment","An exercise price tied to 'fair market value at time of exercise' defeats the purpose of an option and may render it unenforceable as an agreement to agree — courts in most jurisdictions will not enforce it.","Fix the exercise price as a specific dollar amount at signing. If price protection over time is needed, use a clearly defined CPI adjustment formula rather than a future appraisal.",{"mistake":393,"why_it_matters":394,"fix":395},"No restrictions on the seller's conduct during the option period","Without express restrictions, the seller can legally encumber the asset with new mortgages, alter it materially, or enter contracts that will survive the sale — all reducing value before the buyer exercises.","Include a covenant prohibiting the seller from granting new encumbrances, making material alterations, or entering into contracts affecting the asset without the buyer's written consent during the option period.",{"mistake":397,"why_it_matters":398,"fix":399},"Failing to record the option against real property","An unrecorded real estate option is not binding on a subsequent purchaser or mortgagee who takes the property without actual notice of the option — the buyer can lose their right entirely.","Record a notice of option or a memorandum of option agreement with the county recorder as soon as the agreement is signed to put subsequent parties on constructive notice.",{"mistake":401,"why_it_matters":402,"fix":403},"Vague or oral exercise notice procedures","A disputed delivery — for example, an email that the seller claims was never received — can result in a declared lapse of the option and the loss of the entire deal and option consideration paid.","Specify in writing that the exercise notice must be delivered by registered mail, overnight courier, or email with read-receipt confirmation, and set the effective time as actual receipt rather than sending.",{"mistake":405,"why_it_matters":406,"fix":407},"Governing law inconsistent with the asset's location","Courts applying their own jurisdiction's law to a real property option will typically override a contractual choice of law that has no connection to the property's location, creating expensive jurisdictional confusion.","Always designate the law of the jurisdiction where the asset is located as the governing law for option agreements involving real property or locally-regulated assets.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is an option to buy agreement?","An option to buy agreement is a contract that grants one party the exclusive right — but not the obligation — to purchase a specific asset at a fixed price within a defined time period. The buyer pays a fee (option consideration) to the seller for this right. If the buyer exercises the option, the seller is legally obligated to sell on the agreed terms; if the buyer does not exercise, the option lapses and the seller retains the fee.\n",{"question":413,"answer":414},"What is the difference between an option to buy and a purchase agreement?","An option to buy agreement gives the buyer the right to purchase but does not obligate them to do so — only the seller is bound during the option period. A purchase agreement obligates both parties to complete the transaction. The option is used when the buyer needs time to arrange financing or conduct due diligence before committing; the purchase agreement is signed when both parties are ready to close.\n",{"question":416,"answer":417},"Is an option to buy agreement legally binding?","Yes, an option to buy agreement is generally enforceable as a binding contract when it is supported by consideration (the option fee), signed by both parties, and meets the formal requirements of the applicable jurisdiction. For real property, most jurisdictions also require the agreement to be in writing to satisfy the Statute of Frauds. A properly drafted and executed option is typically enforceable by specific performance if the seller refuses to complete the sale after the buyer exercises.\n",{"question":419,"answer":420},"Can an option to buy agreement be used for real estate?","Yes, real estate is one of the most common uses for option agreements. Buyers use them to control a property while arranging financing, zoning approvals, or development permits. Sellers receive an option fee for taking the property off the market. For real estate options, it is advisable to record the agreement with the relevant land registry or county recorder to protect the buyer's interest against third parties.\n",{"question":422,"answer":423},"What happens if the option period expires without the buyer exercising?","If the buyer does not deliver a valid exercise notice before the expiry of the option period, the option lapses automatically. The seller retains the option consideration (which is typically non-refundable) and is free to sell the asset to any third party. No further obligation exists between the parties with respect to the purchase, though any surviving provisions such as confidentiality will remain in force.\n",{"question":425,"answer":426},"How much should option consideration be?","Option consideration typically ranges from 1% to 5% of the exercise price for real estate transactions and from a flat fee to 2% of asset value for business or equipment options. The amount is negotiated between the parties — a higher fee signals stronger buyer commitment and generally supports enforceability. In most agreements, the option fee is credited toward the purchase price if the option is exercised, reducing the net cost to the buyer.\n",{"question":428,"answer":429},"Can an option to buy agreement be assigned to a third party?","Whether an option can be assigned depends on the agreement's terms. Most commercial option agreements restrict or prohibit assignment without the seller's written consent. Real estate investors sometimes structure options specifically to allow assignment, enabling them to sell the option right to another buyer before the exercise date. Any assignment provision should clearly state whether the original buyer remains liable after assignment.\n",{"question":431,"answer":432},"What is the difference between an option to buy and a right of first refusal?","An option to buy grants the buyer a unilateral right to purchase at a fixed price regardless of whether the seller wants to sell. A right of first refusal only activates when the seller decides to sell — the holder gets the right to match any third-party offer before the seller accepts it. An option provides stronger price and timing certainty; a right of first refusal is less restrictive on the seller and is typically easier to negotiate.\n",{"question":434,"answer":435},"Does an option to buy agreement need to be notarized?","Notarization is generally not required for an option to buy agreement to be enforceable as a contract in most US states, Canadian provinces, or UK jurisdictions. However, if the option is to be recorded against real property — which is advisable to protect the buyer's interest against third parties — notarization of the signatures may be required by the recording office. Check local recording requirements before execution.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"Real Estate","industry-real-estate","Options are used to control development sites, commercial acquisitions, and lease-to-own arrangements while financing or planning approvals are secured — recording is critical to protect the buyer's interest.",{"industry":442,"icon_asset_id":443,"specifics":444},"Mergers and Acquisitions","industry-finance","M&A advisors use options to hold a target business or its assets off the market during due diligence, with the exercise price fixed before the diligence process reveals value-inflating information.",{"industry":446,"icon_asset_id":447,"specifics":448},"Technology and SaaS","industry-saas","Options are used to acquire patent portfolios, software licenses, or competing products at a fixed price — particularly where the asset's future value is uncertain and the buyer needs time to evaluate integration fit.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing and Equipment","industry-manufacturing","Manufacturers use options to lock in equipment or facility purchases at current prices during capital-approval processes, protecting against price increases while board or lender sign-off is obtained.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail and Franchising","industry-retail","Franchisors and franchisees use options to secure retail locations or territory rights before lease terms are finalized, and to grant existing franchisees the first right to expand into adjacent territories.",{"industry":458,"icon_asset_id":459,"specifics":460},"Agriculture and Natural Resources","industry-agriculture","Options on farmland, mineral rights, or timber permits allow buyers to evaluate resource potential or secure regulatory permits before committing to a full purchase — option periods of 12–36 months are common.",[462,465,468,471],{"vs":89,"vs_template_id":463,"summary":464},"purchase-and-sale-agreement-D13506","A purchase and sale agreement obligates both parties to complete the transaction on agreed terms — neither party can walk away without breaching. An option to buy binds only the seller during the option period; the buyer retains the right to walk away and forfeit only the option consideration. Use an option when the buyer needs time to arrange financing or conduct due diligence before committing.",{"vs":239,"vs_template_id":466,"summary":467},"lease-with-option-to-purchase-agreement-D337","A lease with option to purchase combines a rental arrangement with a future purchase right — the buyer occupies the property as a tenant while holding the option. A standalone option to buy does not include any tenancy or occupancy rights and is used purely as a purchase-control mechanism. Use the lease-option structure when the buyer wants to use the asset during the option period.",{"vs":107,"vs_template_id":469,"summary":470},"right-of-first-refusal-agreement-D13503","A right of first refusal only grants the holder a right to match a third-party offer if and when the seller decides to sell — the seller retains full control over timing and price. An option to buy grants the holder a unilateral right to purchase at a fixed price regardless of whether the seller wants to sell. Options provide stronger commercial certainty; rights of first refusal are less burdensome on the seller and easier to negotiate.",{"vs":128,"vs_template_id":472,"summary":473},"asset-purchase-agreement-D12627","An asset purchase agreement documents the completed acquisition of specific business assets and is executed at or near closing. An option to buy agreement is executed before the decision to purchase is final, reserving the right to complete the acquisition later. The option to buy often leads to an asset purchase agreement once the buyer exercises — both documents are typically needed for a complete asset acquisition.",{"use_template":475,"template_plus_review":479,"custom_drafted":483},{"best_for":476,"cost":477,"time":478},"Straightforward single-asset options between known parties where the exercise price is under $250,000 and both parties understand the basic terms","Free","30–60 minutes",{"best_for":480,"cost":481,"time":482},"Real estate options, business asset options over $100,000, or options involving conditions precedent such as financing or regulatory approval","$400–$1,000","2–5 days",{"best_for":484,"cost":485,"time":486},"Complex multi-asset acquisitions, options with equity or IP components, cross-border transactions, or exercise prices above $500,000","$2,000–$8,000+","1–3 weeks",[488,493,498,503],{"code":489,"name":490,"flag_asset_id":491,"note":492},"us","United States","flag-us","Options involving real property must satisfy the Statute of Frauds — a written, signed agreement is required in all 50 states. Recording a memorandum of option with the county recorder is strongly advisable to protect against intervening purchasers or lenders. Non-compete and option period enforceability standards vary by state; California courts apply heightened scrutiny to options with exercise periods exceeding one year. The FTC's rules on option contracts in consumer contexts may also apply depending on the asset type.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"ca","Canada","flag-ca","Real property options must be in writing under provincial Statute of Frauds equivalents in all common-law provinces. In Ontario, an option to purchase land is registrable on title under the Land Registration Reform Act, and registration is standard practice to protect the buyer's priority. In Quebec, option agreements are governed by the Civil Code of Quebec and differ structurally from common-law options — a notarized promise to sell (promesse de vente) is the equivalent instrument. Option consideration treatment for tax purposes should be confirmed with a Canadian tax advisor.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"uk","United Kingdom","flag-uk","Options over land in England and Wales must comply with the Law of Property (Miscellaneous Provisions) Act 1989, which requires a written contract signed by both parties. Options should be registered as an estate contract at HM Land Registry to bind successors in title — failure to register can result in the option being void against a third-party buyer. SDLT (Stamp Duty Land Tax) may be triggered at the point the option is granted, not just at exercise, so UK tax advice should be obtained before signing. Scottish property law differs materially and requires separate Scottish solicitor review.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"eu","European Union","flag-eu","Option agreement formality requirements vary significantly by member state — France, Germany, Spain, and Italy each have distinct rules governing promesses de vente, Optionsverträge, and comparable instruments, including varying notarization and registration requirements for real property. GDPR applies to any personal data exchanged during due diligence. Cross-border EU options involving real property should always be reviewed by local counsel in the jurisdiction where the asset is situated, as EU member states retain sovereignty over real property law.",[240,257,251,254,248,244,509,510,511,512,513,514],"non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","escrow-agreement-D1173","checklist-customer-due-diligence-D13916","real-estate-purchase-agreement-D13234","promissory-note-D434",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":99,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"equity-and-mergers","agreement","general","all-stages",[522,523,524,525,526],"contract","legal","equity","option-to-buy","purchase-agreement",0.85,"\u003Ch2>What is an Option To Buy Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Option To Buy Agreement\u003C/strong> is a legally binding contract that grants one party — the buyer, or optionee — the exclusive right, but not the obligation, to purchase a specific asset from the seller, or optionor, at a fixed price within a defined period. In exchange for this right, the buyer pays the seller a negotiated option fee, which is typically non-refundable but credited toward the purchase price if the option is exercised. The seller is bound to honor the sale on the agreed terms during the option period; the buyer retains the freedom to walk away, losing only the option consideration. Option to buy agreements are used across real estate, mergers and acquisitions, equipment purchases, and intellectual property transactions wherever one party needs time to arrange financing, conduct due diligence, or obtain regulatory approval before committing to a full purchase.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written option agreement, a seller faces no obligation to hold an asset off the market while you conduct due diligence or arrange financing — they can accept a competing offer at any moment, leaving you with no recourse and no compensation for the time and money you invested. Equally, without a fixed exercise price in writing, any verbal understanding about the purchase price is unenforceable in virtually every jurisdiction, meaning the seller can raise the price the moment the asset becomes more valuable. A properly drafted option agreement locks in the price, holds the asset exclusively for you during the exercise period, and gives you a court-enforceable right to complete the purchase by specific performance if the seller refuses. For real property, recording the option against the title protects you against a subsequent buyer or lender who might otherwise take priority. This template gives you a legally structured starting point that covers every critical clause — from option consideration and exercise notice mechanics to seller conduct restrictions and default remedies — so you can move quickly without the risk of a handshake deal collapsing at the worst possible moment.\u003C/p>\n",1781186012273]