DAYCARE CENTER PURCHASE AGREEMENT

SELLER:
Name: [________________________________]
Center Name: [________________________________]
Address: [________________________________]
City: [________________] State: [____] ZIP: [________]
Phone: [________________________________]
License #: [________________________________]

BUYER:
Name: [________________________________]
Address: [________________________________]
City: [________________] State: [____] ZIP: [________]
Phone: [________________________________]

ARTICLE 1: BUSINESS BEING SOLD

Center Name: [________________________________]
Address: [________________________________]
Type: ☐ Child Care Center ☐ Preschool ☐ Before/After School ☐ Infant/Toddler
Licensed Capacity: [____] children
Current Enrollment: [____] children
Square Footage: [________]
Years in Operation: [____]

ARTICLE 2: ASSETS INCLUDED

2.1 Tangible Assets (Exhibit A)

Furniture and Equipment:
☐ Cribs/cots: [____]
☐ High chairs: [____]
☐ Tables and chairs
☐ Playground equipment
☐ Educational materials
☐ Toys and games
☐ Books
☐ Kitchen equipment
☐ Office furniture
☐ Computer/software

Total FF&E Value: $[________]

2.2 Inventory

☐ Supplies: $[________]
☐ Food inventory: $[________]

2.3 Lease/Real Estate

☐ Lease Assignment:
- Remaining term: [____] years
- Monthly rent: $[________]

☐ Real Estate Included (separate agreement)

2.4 Intangible Assets

☐ Business name and goodwill
☐ Enrollment records
☐ Parent contact information
☐ Curriculum materials
☐ Phone numbers
☐ Website/domain
☐ Reputation and reviews

2.5 Contracts

☐ Enrollment agreements
☐ Vendor contracts
☐ Service agreements
☐ Government program contracts (subsidies)

2.6 Licenses (Status)

☐ State child care license
☐ City/county permits
☐ Food service license
☐ Fire inspection certificate

ARTICLE 3: PURCHASE PRICE

TOTAL PRICE: $[________________________________]

3.1 Allocation

3.2 Payment

☐ Cash: $[________]

☐ Seller Financing:
- Down: $[________]
- Note: $[________] at [____]%
- Term: [____] months

3.3 Deposit

Earnest Money: $[________]
Due: Within [____] days

ARTICLE 4: LICENSING CONTINGENCY

4.1 License Transfer/New License

State: [________________]

☐ License transfers with ownership change
☐ Buyer must obtain new license
☐ Provisional license available during transition

4.2 Licensing Requirements

Buyer must:
☐ Pass background check
☐ Meet director qualifications
☐ Complete required training
☐ Pass facility inspection
☐ [________________________________]

4.3 Contingency

☐ Sale contingent on Buyer obtaining license
☐ Deadline for license: [__/__/____]
☐ If license denied: Agreement terminates, deposit returned

4.4 Interim Operations

During licensing transition:
☐ Seller continues operating under Seller's license
☐ Management agreement (Exhibit B)
☐ Buyer pays Seller: $[________]/day during transition

ARTICLE 5: DUE DILIGENCE

5.1 Period

Deadline: [__/__/____]

5.2 Information to Review

Financial:
☐ Tax returns ([____] years)
☐ P&L statements
☐ Enrollment revenue
☐ Subsidy payments
☐ Payroll records
☐ Fee schedules

Enrollment:
☐ Current enrollment by age/program
☐ Historical enrollment trends
☐ Waiting list
☐ Attrition rates
☐ Family demographics

Licensing/Compliance:
☐ Current license
☐ Inspection reports ([____] years)
☐ Violation history
☐ Corrective actions
☐ Staff qualification records
☐ Background check records

Operations:
☐ Staff roster and qualifications
☐ Staff-to-child ratios
☐ Daily schedules
☐ Curriculum
☐ Parent handbook
☐ Emergency procedures

Facility:
☐ Lease agreement
☐ Building inspection
☐ Fire inspection
☐ Playground safety inspection
☐ ADA compliance

5.3 Access

☐ Buyer may observe operations (with confidentiality)
☐ Buyer may review records on-site

ARTICLE 6: REPRESENTATIONS

6.1 Seller Represents

Licensing:
☐ License current and in good standing
☐ No pending violations or complaints
☐ Facility meets all licensing requirements
☐ All staff properly qualified and cleared

Enrollment:
☐ Enrollment numbers accurate
☐ Enrollment agreements transferable
☐ No material pending withdrawals known
☐ Subsidy contracts in good standing

Financial:
☐ Financial records accurate
☐ No undisclosed liabilities
☐ Taxes current

Compliance:
☐ No pending lawsuits
☐ No unreported incidents
☐ Insurance current
☐ Staff ratios maintained

Health and Safety:
☐ No known safety hazards
☐ Equipment in safe condition
☐ Playground meets safety standards

6.2 Buyer Represents

☐ Authority to purchase
☐ Qualifications for licensing
☐ Will maintain licensing standards
☐ Funds available

ARTICLE 7: EMPLOYEES

7.1 Current Staff

7.2 Staff Transition

☐ Buyer will offer employment to qualified staff
☐ Key employees: [________________________________]
☐ Seller notifies staff [____] days before Closing

7.3 Staff Records

☐ Background checks current
☐ Training records complete
☐ Health clearances current

ARTICLE 8: ENROLLMENT TRANSITION

8.1 Parent Notification

☐ Joint announcement from Seller and Buyer
☐ Sent [____] days before transition
☐ Individual meetings offered

8.2 Enrollment Agreements

☐ Existing agreements transfer to Buyer
☐ Parents may withdraw without penalty during transition period
☐ Buyer honors prepaid tuition

8.3 Prepaid Tuition

Prepaid Balance: $[________]
☐ Credit to Buyer at Closing
☐ Buyer assumes obligation to provide care

8.4 Deposits Held

Enrollment Deposits Held: $[________]
☐ Transferred to Buyer
☐ Buyer assumes refund obligations

ARTICLE 9: NON-COMPETITION

Seller agrees not to:
☐ Own/operate childcare within [____] miles for [____] years
☐ Solicit families for [____] years
☐ Solicit staff for [____] years

ARTICLE 10: CLOSING

10.1 Date

Closing: [__/__/____]
(Subject to license approval)

10.2 Seller Delivers

☐ Bill of Sale
☐ Assignment of Lease
☐ Assignment of Contracts
☐ Enrollment records and files
☐ Staff records
☐ Curriculum materials
☐ Keys and access codes
☐ Non-Compete Agreement
☐ Licensing documentation

10.3 Buyer Delivers

☐ Purchase price
☐ Note (if financing)
☐ Evidence of license/approval

10.4 Prorations

☐ Rent
☐ Utilities
☐ Prepaid tuition (credit to Buyer)
☐ Insurance

ARTICLE 11: TRANSITION

Period: [____] days

Seller provides:
☐ Parent introductions
☐ Staff introductions
☐ Vendor introductions
☐ Operational training
☐ Licensing assistance

Compensation: ☐ Included ☐ $[________]/day

ARTICLE 12: INDEMNIFICATION

Seller indemnifies for:
☐ Pre-Closing liabilities
☐ Licensing violations before Closing
☐ Incidents before Closing
☐ Staff claims before Closing
☐ Tax liabilities

Buyer indemnifies for:
☐ Post-Closing operations
☐ Assumed enrollment obligations

ARTICLE 13: INSURANCE

13.1 Seller's Insurance

☐ Seller maintains insurance through Closing
☐ Claims history provided

13.2 Buyer's Insurance

☐ Buyer obtains insurance before Closing:
- General liability: $[________]
- Professional liability: $[________]
- Abuse/molestation: $[________]
- Property: $[________]

ARTICLE 14: MISCELLANEOUS

☐ Governed by State of [________________]
☐ Disputes: Mediation/arbitration
☐ Entire agreement

SIGNATURES

SELLER:
Signature: ________________________________
Printed Name: [________________________________]
Date: [__/__/____]

BUYER:
Signature: ________________________________
Printed Name: [________________________________]
Date: [__/__/____]

This template is for informational purposes only. Daycare acquisitions involve licensing requirements, regulatory compliance, and unique liability considerations. Both parties should conduct thorough due diligence and consult with attorneys familiar with childcare regulations.