RESTAURANT PURCHASE AGREEMENT

THIS RESTAURANT PURCHASE AGREEMENT ("Agreement") is made and entered into as of this [____] day of [__________], 20[____], by and between:

SELLER:
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership
State of Formation: [________________]
Address: [________________________________]
City: [________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]

BUYER:
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership
State of Formation: [________________]
Address: [________________________________]
City: [________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]

RECITALS

WHEREAS, Seller owns and operates a restaurant business known as:

Business Name: [________________________________]
DBA (if different): [________________________________]
Business Address: [________________________________]
City: [________________] State: [____] ZIP: [________]

WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Restaurant Business and associated assets upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1: SALE OF BUSINESS AND ASSETS

1.1 Assets Being Sold

Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, the following assets (collectively, the "Purchased Assets"):

☐ Furniture, Fixtures, and Equipment (FF&E)
All furniture, fixtures, and equipment used in the operation of the Restaurant, as listed in Exhibit A attached hereto, including but not limited to:
- Tables, chairs, booths, and bar stools
- Host stand, POS stations, and service stations
- Decorative items, artwork, and signage
- Office furniture and equipment

☐ Kitchen Equipment
All kitchen and food preparation equipment, as listed in Exhibit B, including but not limited to:
- Cooking equipment (ranges, ovens, fryers, grills, etc.)
- Refrigeration (walk-in coolers, reach-in refrigerators, freezers)
- Food preparation equipment and surfaces
- Dishwashing equipment
- Smallwares, pots, pans, and utensils
- Hood and ventilation systems
- Fire suppression systems

☐ Inventory
- Food and beverage inventory: ☐ At cost ☐ At agreed value of $[________]
- Liquor/wine/beer inventory: ☐ At cost ☐ At agreed value of $[________]
- Paper goods and supplies: ☐ At cost ☐ At agreed value of $[________]
- Cleaning supplies: ☐ Included ☐ Excluded

☐ Liquor License
- License Type: [________________________________]
- License Number: [________________________________]
- Transfer subject to regulatory approval

☐ Intellectual Property
- Business name and DBA
- Trademarks and service marks
- Logos and branding materials
- Website and domain names: [________________________________]
- Social media accounts: [________________________________]
- Recipes and menu items
- Customer database and mailing lists

☐ Lease
- Assignment of existing lease dated [__/__/____]
- Landlord: [________________________________]
- Remaining term: [____] years plus [____] renewal options
- (Subject to Landlord consent)

☐ Contracts and Agreements
- Vendor contracts (list attached as Exhibit C)
- Service agreements
- Equipment leases
- Franchise agreement (if applicable)

☐ Licenses and Permits (to extent transferable)
- Business license
- Health permit
- Food service license
- Certificate of Occupancy
- Music/entertainment licenses
- Other: [________________________________]

☐ Goodwill
The goodwill of the business, including customer relationships, reputation, and going concern value.

☐ Books and Records
Copies of financial records, employee records (subject to privacy laws), operational manuals, and business records.

1.2 Excluded Assets

The following assets are specifically excluded from this sale:

☐ Cash and cash equivalents
☐ Accounts receivable
☐ Personal items of Seller
☐ Vehicles
☐ Real property (if owned)
☐ [________________________________]
☐ [________________________________]

ARTICLE 2: PURCHASE PRICE AND PAYMENT

2.1 Total Purchase Price

The total purchase price for the Purchased Assets shall be:

TOTAL PURCHASE PRICE: $[________________________________]

2.2 Allocation of Purchase Price

Both parties agree to report this transaction consistently with the above allocation for tax purposes.

2.3 Payment Terms

☐ Option A: All Cash at Closing
Full purchase price due at Closing: $[________]

☐ Option B: Cash Plus Seller Financing
- Cash at Closing: $[________]
- Seller-Financed Promissory Note: $[________]
- Interest Rate: [____]% per annum
- Monthly Payment: $[________]
- Term: [____] months
- (See Promissory Note attached as Exhibit D)

☐ Option C: Earnout/Performance-Based Payment
- Cash at Closing: $[________]
- Earnout Payment: Up to $[________] based on:
- [________________________________]
- Payment terms: [________________________________]

2.4 Earnest Money Deposit

Buyer shall deposit with Escrow Agent the following:

Initial Deposit: $[________] within [____] days of execution
Additional Deposit: $[________] upon [________________________________]

Escrow Agent: [________________________________]
Address: [________________________________]

Deposit Application:
☐ Deposit is non-refundable except as provided in contingency provisions
☐ Deposit is fully refundable if contingencies not satisfied
☐ Deposit becomes non-refundable after Due Diligence Period

ARTICLE 3: DUE DILIGENCE

3.1 Due Diligence Period

Buyer shall have until [__/__/____] (the "Due Diligence Deadline") to conduct due diligence and inspect the Business.

3.2 Access and Information

During the Due Diligence Period, Seller shall provide Buyer with:

Financial Records:
☐ Tax returns for the past [____] years
☐ Profit and loss statements (monthly) for the past [____] years
☐ Balance sheets
☐ Sales reports (POS reports)
☐ Bank statements
☐ Accounts payable and receivable aging
☐ Credit card processing statements
☐ Payroll records

Operational Records:
☐ Lease agreement and all amendments
☐ Vendor contracts and pricing
☐ Employee list with positions and compensation
☐ Equipment list with age and condition
☐ Inventory procedures
☐ Health inspection reports (past [____] years)
☐ Insurance policies and claims history
☐ Any pending or threatened litigation

Licenses and Permits:
☐ Liquor license documentation
☐ Health permits and inspection history
☐ Business licenses
☐ Certificate of Occupancy
☐ Fire inspection reports

3.3 Physical Inspection

Buyer may conduct physical inspection of:
☐ Kitchen equipment (operational testing)
☐ HVAC systems
☐ Plumbing and electrical
☐ Building structure (subject to Landlord approval)
☐ Pest inspection
☐ Environmental assessment

3.4 Due Diligence Termination Right

If Buyer is not satisfied with due diligence findings, Buyer may terminate this Agreement by written notice to Seller on or before the Due Diligence Deadline.

Upon termination: ☐ Deposit shall be returned to Buyer
☐ Deposit shall be [________________________________]

ARTICLE 4: REPRESENTATIONS AND WARRANTIES

4.1 Seller's Representations and Warranties

Seller represents and warrants to Buyer as follows:

Authority and Ownership:
☐ Seller has full power and authority to enter into this Agreement
☐ Seller has good and marketable title to all Purchased Assets
☐ Purchased Assets are free of liens, encumbrances, and security interests (except as disclosed)

Business Operations:
☐ Financial statements provided are true, accurate, and prepared consistently
☐ There has been no material adverse change in the Business since [__/__/____]
☐ Business has been operated in the ordinary course

Compliance:
☐ Business is in compliance with all applicable laws and regulations
☐ All required licenses and permits are current and in good standing
☐ There are no pending or threatened health code violations
☐ Business is current on all tax obligations

Employees:
☐ Seller has provided accurate employee information
☐ There are no pending labor disputes or claims
☐ Business is in compliance with employment laws

Contracts:
☐ All material contracts have been disclosed
☐ Business is not in default under any contract
☐ Seller has not received notice of termination of any material contract

Litigation:
☐ There is no pending or threatened litigation against the Business
☐ There are no unsatisfied judgments against Seller or the Business

Environmental:
☐ Business has not violated any environmental laws
☐ There are no known environmental hazards on the Premises

Equipment:
☐ All equipment is in good working condition
☐ Equipment inventory list is accurate and complete

4.2 Buyer's Representations and Warranties

Buyer represents and warrants to Seller as follows:

☐ Buyer has full power and authority to enter into this Agreement
☐ Buyer has sufficient funds or financing to complete the purchase
☐ Buyer has conducted independent due diligence
☐ Buyer has the ability to obtain required licenses and permits

ARTICLE 5: CONTINGENCIES

5.1 Lease Assignment

This Agreement is contingent upon:
☐ Landlord's written consent to assignment of Lease
☐ Landlord's approval of Buyer as substitute tenant
☐ Lease assignment or new lease on terms acceptable to Buyer

Contingency Deadline: [__/__/____]

5.2 Liquor License Transfer

This Agreement is contingent upon:
☐ Approval of liquor license transfer to Buyer
☐ Issuance of new liquor license to Buyer
☐ Interim operating permit during transfer process

License Transfer Process:
- Application filing deadline: [__/__/____]
- Estimated approval timeframe: [____] weeks/months

5.3 Financing Contingency

☐ This Agreement is contingent upon Buyer obtaining financing
☐ Loan Amount: $[________]
☐ Interest Rate not to exceed: [____]%
☐ Term: [____] years
☐ Financing Commitment Deadline: [__/__/____]

5.4 Due Diligence Contingency

As described in Article 3.

5.5 Health Inspection

☐ Business must pass health inspection with score of [____] or higher
☐ No critical violations at time of Closing

5.6 Failure of Contingency

If any contingency is not satisfied or waived by the applicable deadline:
☐ Either party may terminate this Agreement
☐ Earnest money deposit shall be returned to Buyer
☐ Neither party shall have further liability to the other (except for confidentiality obligations)

ARTICLE 6: BULK SALES COMPLIANCE

6.1 Bulk Sales Law

The parties acknowledge that this transaction may be subject to bulk sales or bulk transfer laws in the State of [________________].

☐ Bulk sales laws have been repealed in this jurisdiction
☐ Bulk sales compliance is required:
- Seller shall provide list of creditors
- Buyer shall provide required notice to creditors
- Notice period: [____] days before Closing
- Escrow holdback for creditor claims: $[________]

6.2 Creditor Notice

If required, Buyer shall send notice to Seller's creditors as required by law.

6.3 Indemnification

Seller shall indemnify and hold Buyer harmless from any claims arising from Seller's debts or obligations incurred prior to Closing.

ARTICLE 7: EMPLOYEES

7.1 Employee Transition

☐ Buyer will offer employment to existing employees
- Buyer agrees to offer employment to employees listed in Exhibit E
- Employment offers subject to Buyer's standard hiring practices
- No obligation to match existing compensation or benefits

☐ Seller will terminate all employees prior to Closing
- Seller responsible for all wages, benefits, and termination costs
- Seller responsible for WARN Act compliance (if applicable)

☐ Transition period with Seller's employees
- Duration: [____] days after Closing
- Seller to remain responsible for payroll during transition

7.2 Employee Benefits

Seller shall be solely responsible for:
☐ Accrued wages, vacation, and sick leave through Closing
☐ COBRA notice and compliance
☐ Final paychecks as required by law
☐ Any severance obligations

7.3 Buyer's Hiring

Buyer's hiring decisions are at Buyer's sole discretion and subject to:
☐ Background checks
☐ Reference checks
☐ Compliance with anti-discrimination laws
☐ State new hire reporting requirements

ARTICLE 8: NON-COMPETITION AND NON-SOLICITATION

8.1 Non-Competition Covenant

Seller agrees not to engage in a competing restaurant business:

Geographic Area: Within [____] miles of the Restaurant location
Time Period: [____] years from Closing Date
Restricted Activities:
☐ Owning a restaurant
☐ Operating a restaurant
☐ Managing a restaurant
☐ Consulting for competing restaurants
☐ Serving similar cuisine type: [________________________________]

8.2 Non-Solicitation of Employees

Seller agrees not to solicit, hire, or induce any employee who continues employment with Buyer to leave such employment for a period of [____] years from Closing.

8.3 Non-Solicitation of Customers

Seller agrees not to solicit any customers of the Restaurant for a period of [____] years from Closing.

8.4 Consideration

The non-competition and non-solicitation covenants are given in consideration of the payment allocated to these covenants as set forth in Section 2.2.

8.5 Reasonableness

The parties acknowledge that these restrictions are reasonable and necessary to protect Buyer's legitimate business interests.

ARTICLE 9: CLOSING

9.1 Closing Date

The Closing shall take place on:

Closing Date: [__/__/____]
Closing Time: [____] a.m./p.m.
Closing Location: [________________________________]

Or at such other time and place as the parties mutually agree.

9.2 Seller's Closing Deliveries

At Closing, Seller shall deliver:

☐ Bill of Sale for all Purchased Assets
☐ Assignment of Lease (with Landlord consent)
☐ Assignment of Contracts
☐ Assignment of Intellectual Property
☐ Liquor License transfer documents (or interim permit)
☐ Keys to Premises
☐ Passwords and access codes (POS, alarm, website, email, social media)
☐ Employee files (as permitted by law)
☐ Vendor contact list
☐ Customer database
☐ Operational manuals and recipes
☐ Non-Competition Agreement (executed)
☐ FIRPTA Affidavit (if applicable)
☐ Corporate resolutions authorizing sale
☐ Good standing certificate
☐ UCC-3 termination statements for any liens

9.3 Buyer's Closing Deliveries

At Closing, Buyer shall deliver:

☐ Purchase price payment (certified funds or wire transfer)
☐ Promissory Note (if applicable)
☐ Security Agreement (if applicable)
☐ Assumption of Lease
☐ Assumption of Contracts
☐ Corporate resolutions authorizing purchase
☐ Evidence of required insurance
☐ Evidence of license applications

9.4 Prorations

The following shall be prorated as of the Closing Date:

☐ Rent and CAM charges
☐ Property taxes
☐ Utility charges
☐ Prepaid expenses
☐ Gift cards and certificates (Seller credit for outstanding)
☐ Employee wages (if applicable)
☐ [________________________________]

9.5 Closing Costs

Seller shall pay:
☐ Bulk sales escrow fees
☐ UCC search and termination fees
☐ Attorney fees for Seller
☐ Transfer taxes (if applicable)
☐ [________________________________]

Buyer shall pay:
☐ Escrow fees
☐ License application fees
☐ Attorney fees for Buyer
☐ Recording fees
☐ [________________________________]

ARTICLE 10: POST-CLOSING OBLIGATIONS

10.1 Transition Assistance

Seller agrees to provide transition assistance for a period of [____] days following Closing:

☐ Training on operations and procedures
☐ Introduction to key vendors and suppliers
☐ Introduction to regular customers
☐ Assistance with recipe preparation
☐ Consultation on operational issues

Compensation for Transition Services:
☐ Included in Purchase Price
☐ $[________] per hour/day
☐ Up to [____] hours at no charge, then $[________] per hour

10.2 Use of Name

☐ Buyer may continue to use the business name
☐ Buyer must change the business name within [____] days
☐ Buyer may use "Formerly [Business Name]" for [____] months

10.3 Mail and Communications

Seller shall forward all business-related mail and communications to Buyer for a period of [____] months following Closing.

ARTICLE 11: INDEMNIFICATION

11.1 Seller's Indemnification

Seller shall indemnify, defend, and hold Buyer harmless from and against any and all losses, claims, damages, liabilities, and expenses arising from:

☐ Breach of Seller's representations and warranties
☐ Any liabilities of the Business arising before Closing
☐ Any tax liabilities of Seller or the Business
☐ Any employee claims arising before Closing
☐ Any environmental issues arising before Closing
☐ Failure to comply with bulk sales requirements

11.2 Buyer's Indemnification

Buyer shall indemnify, defend, and hold Seller harmless from and against any and all losses, claims, damages, liabilities, and expenses arising from:

☐ Breach of Buyer's representations and warranties
☐ Operation of the Business after Closing
☐ Any assumed liabilities

11.3 Survival

All representations, warranties, and indemnification obligations shall survive Closing for a period of [____] years.

11.4 Limitation of Liability

☐ Seller's indemnification liability capped at: $[________]
☐ No cap on indemnification
☐ Basket/deductible of $[________] before indemnification applies

ARTICLE 12: DISPUTE RESOLUTION

12.1 Governing Law

This Agreement shall be governed by the laws of the State of [________________].

12.2 Dispute Resolution Process

☐ Mediation: Disputes shall first be submitted to mediation
☐ Arbitration: Binding arbitration under AAA Commercial Rules
☐ Litigation: Courts of [________________] County, [________________]

12.3 Attorneys' Fees

The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

ARTICLE 13: MISCELLANEOUS

13.1 Confidentiality

Both parties agree to maintain the confidentiality of all information exchanged during this transaction and not to disclose such information to third parties except as necessary to complete the transaction.

13.2 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

13.3 Amendments

This Agreement may only be amended by written agreement signed by both parties.

13.4 Notices

All notices shall be in writing and sent to the addresses set forth above by certified mail, overnight courier, or email with confirmation.

13.5 Assignment

Buyer may assign this Agreement to an entity owned or controlled by Buyer without Seller's consent. Otherwise, neither party may assign without the other's written consent.

13.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be an original.

13.7 Severability

If any provision is found invalid, the remaining provisions shall remain in effect.

13.8 Time is of the Essence

Time is of the essence with respect to all dates and deadlines in this Agreement.

EXHIBITS

☐ Exhibit A - Furniture, Fixtures & Equipment List
☐ Exhibit B - Kitchen Equipment List
☐ Exhibit C - Contracts and Vendor List
☐ Exhibit D - Promissory Note (if applicable)
☐ Exhibit E - Employee List
☐ Exhibit F - Financial Statements
☐ Exhibit G - Lease Agreement
☐ Exhibit H - Liquor License Documentation
☐ Exhibit I - Intellectual Property List

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Restaurant Purchase Agreement as of the date first written above.

SELLER:

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

BUYER:

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

SPOUSAL CONSENT (if applicable)

The undersigned spouse of Seller consents to this Agreement and agrees to be bound by its terms with respect to any community property interest.

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

BROKER ACKNOWLEDGMENT (if applicable)

Broker Name: [________________________________]
Broker License #: [________________________________]
Commission: $[________] or [____]% of Purchase Price
Paid by: ☐ Seller ☐ Buyer ☐ Split

Broker Signature: ________________________________
Date: [__/__/____]

This template is provided for informational purposes only. Restaurant purchase transactions involve complex legal, financial, and regulatory considerations. Both buyers and sellers should engage qualified attorneys, accountants, and business brokers before completing any transaction.