Get to know the contracts you'll need to sell your e-commerce, saas, or other online business. These include a letter of intent, purchase agreement, promissory notes, among others.

1. KEY CONTRACTS
FOR SELLING AN
E-COMMERCE
BUSINESS
PREPARED BY
QUIETLIGHTBROKERAGE.COM

2. KEEP IT SIMPLE,
STUPID!
Contracts should create a framework
to complete your deal.
They should define exactly what is
being sold
They should help resolve any disputes
Q U I E T L I G H T B R O K E R A G E , I N C

3. THE
LETTER OF
INTENT
(ORLOI)

4. Q U I E T L I G H T B R O K E R A G E , I N C
LETTER OF
INTENT
Provides a framework for the entire
transaction.
Temporary agreement (usually 1-2 months)
If your deal closes, this is replaced by other,
permanent contracts

5. ASSET
PURCHASE
AGREEMENT

6. Q U I E T L I G H T B R O K E R A G E , I N C
ASSET PURCHASE
AGREEMENT
General Buy/Sell Agreement
Coordinates all additional permanent
agreements
This is the primary agreement and the
most important to get right.

7. PROMISSORY
NOTE

8. Q U I E T L I G H T B R O K E R A G E , I N C .
PROMISSORY
NOTE
Only required if the seller is financing part of
the purchase price
Should directly reference the purchase
agreement
For e-commerce businesses, a personal
guarantee is standard

9. ASSET
ALLOCATION
AGREEMENT

10. Q U I E T L I G H T B R O K E R A G E , I N C .
ASSET
ALLOCATION
Determines how both buyer and seller
will report acquisition to IRS
Purchase price is split up among
different assets
Most will be allocated towards
'goodwill'

11. NON-
COMPETE
AGREEMENT
PREPARED BY
ATTY. G.E. CLAYTON

12. Q U I E T L I G H T B R O K E R A G E , I N C .
NON
COMPETE
Length of non-compete should mirror
purchase price (e.g. paid 3 years
worth of earnings -> 3 year NCA
Scope of agreement can be defined
(e.g. "can't sell hats" vs. "can't sell
baseball caps")

13. BILL
OF
SALE

14. Q U I E T L I G H T B R O K E R A G E , I N C .
BILL OF
SALE
Acts as a 'receipt' showing finality of
purchase
Protects against claims of
insufficient assets or non-delivery

15. A FEW
FINAL NOTES

16. Q U I E T L I G H T B R O K E R A G E , I N C .
FINAL
THOUGHTS
Every deal is unique. You may need
documents not listed here.
Always check with your attorney.