Business Sale Agreement Template for Trail Books

Build an editable trail book asset sale agreement from your transaction terms, then copy or print the document and its schedules.

Parties and completion

Buyer and seller

Legal names, business identifiers, addresses and signing capacities.

Agreement date

The date the parties enter into the agreement.

Completion and jurisdiction

Completion event, selected jurisdiction and what happens if conditions fail.

Assets and payments

Asset schedule

Portfolio references, income rights, records, exclusions and retained liabilities.

Price and payment schedule

Price, deposit, balance, payment events and adjustment method.

Trail receipts schedule

Cutoff, receipts in transit, remittance deadlines and disputed amounts.

Transfer terms

Clawback schedule

Who bears each exposure, notice process, retention and release terms.

Assignment and handover

Rights, consents, handover tasks, client communications and confidentiality.

GST terms

Agreed GST basis, going-concern terms if applicable and any GST adjustment.

Your sale agreement

Unfinished fields

Blank form groups remain visible in the document.

All form groups contain text. Review each schedule for unresolved details.

Editable agreement and schedules

Editing pauses form updates. Rebuild to apply the form again.

BUSINESS ASSET SALE AGREEMENT - TRAIL BOOK
DRAFT FOR THE PARTIES TO COMPLETE AND REVIEW

Agreement date: 2026-10-31

1. PARTIES
Seller: Example O'Brien Brokerage Pty Ltd, business identifier to be entered, signatory: director.
Buyer: Example Harbour Finance Pty Ltd, business identifier to be entered, signatory: director.
Service addresses and contact details: to be entered.

2. SALE AND COMPLETION
The seller agrees to sell and the buyer agrees to buy the assets described in Schedule A on the terms recorded in this agreement and its schedules.
Completion and jurisdiction: Completion occurs on receipt of the completion payment and written confirmation that all required consents are effective.
Selected jurisdiction: Western Australia.
If conditions remain unmet after 30 days, parties must agree an extension or the deposit is refunded and the sale ends.

3. ASSIGNMENT
This agreement records a promise to assign. A required lender or aggregator consent, transfer instrument or other condition must be satisfied before the affected transfer takes effect. Signing this agreement alone does not supply third-party consent. Schedule E records the rights and transfer conditions.

4. PAYMENT AND RECEIPTS
The parties agree the price and payment events in Schedule B. Schedule C allocates trail receipts. Schedule D allocates clawback and any retention. GST terms appear in Schedule F.

SCHEDULE A - ASSETS, EXCLUSIONS AND RETAINED RIGHTS
Included: Portfolio EX-101 and EX-102, ongoing trail income rights from the cutoff and permitted portfolio reconciliation records.
Excluded: upfront commissions, seller cash and all other portfolios.
Liabilities: seller retains liabilities except those expressly accepted in the clawback schedule.
Retained entitlements: trail accruing before the cutoff.

SCHEDULE B - PRICE, PAYMENT AND ADJUSTMENTS
Purchase price: $270,000, subject to the GST terms.
Deposit: $27,000 payable on signing, credited to the price.
Completion payment: $189,000.
Balance: $54,000 deferred for 90 days after completion, subject to the agreed retention terms.
Adjustments: parties reconcile receipts against the cutoff statement. Payment instructions: to be entered.

SCHEDULE C - TRAIL CUTOFF, LATE RECEIPTS AND DISPUTES
Cutoff: completion time. Income accruing before the cutoff belongs to the seller; income accruing from the cutoff belongs to the buyer.
Receipts in transit: allocate by accrual period, regardless of payment date.
Late receipts: remit amounts belonging to the other party within 10 business days with a reconciliation statement.
Disputed amounts: notify within 5 business days, keep a separate record and resolve before remitting the disputed portion.

SCHEDULE D - CLAWBACK AND RETENTION
Seller retains pre-completion clawback exposure for EX-101 and EX-102. Buyer bears clawback arising solely from its post-completion conduct.
Notify the other party within 5 business days of a demand and provide the supporting calculation.
The deferred $54,000 is security for substantiated seller clawbacks. Release the balance after 90 days, less agreed deductions. Disputed deductions remain separate pending resolution.

SCHEDULE E - ASSIGNMENT AND HANDOVER
Rights to assign: the trail income rights for EX-101 and EX-102 from the cutoff, subject to the governing contracts.
Required consents: lender and aggregator written approvals where required by those contracts. Seller obtains evidence before completion.
If consent is refused: exclude the affected rights and agree the price adjustment in writing before completion, or end the sale under the completion terms.
Handover: seller provides the approved transfer forms and permitted reconciliation records at completion.
Client communications: buyer and seller approve the message, lawful basis and delivery responsibility before any disclosure.
Confidentiality: use sale information only to assess or complete this sale; restrict access and return or securely destroy due-diligence material when no longer required, subject to lawful retention.

SCHEDULE F - GST AND GOING-CONCERN TERMS
Treatment: unresolved for this example. Parties must enter the agreed GST basis, whether price includes GST and invoice obligations after tax review.
Going concern: no conclusion is selected. Enter any written agreement, registration evidence, enterprise supplied, things necessary for continued operation and seller operation until supply.
If treatment changes: enter who pays additional GST, the timing, evidence required and any corresponding price adjustment.

EXECUTION
Complete the execution form required for each party and its signing capacity before signing.
Seller authorised signatory name and capacity: ____________________
Seller signature: ____________________
Date signed: ____________________
Additional signatory or witness details, if required: ____________________

Buyer authorised signatory name and capacity: ____________________
Buyer signature: ____________________
Date signed: ____________________
Additional signatory or witness details, if required: ____________________

UNFINISHED FORM FIELDS
All form groups contain text. Review each schedule for unresolved details before signing.

This draft records the parties' entered terms. Review the complete transaction, tax treatment and execution requirements before signing.

Your entries stay in this browser. Use anonymised portfolio references.

BUSINESS ASSET SALE AGREEMENT - TRAIL BOOK DRAFT FOR THE PARTIES TO COMPLETE AND REVIEW Agreement date: 2026-10-31 1. PARTIES Seller: Example O'Brien Brokerage Pty Ltd, business identifier to be entered, signatory: director. Buyer: Example Harbour Finance Pty Ltd, business identifier to be entered, signatory: director. Service addresses and contact details: to be entered. 2. SALE AND COMPLETION The seller agrees to sell and the buyer agrees to buy the assets described in Schedule A on the terms recorded in this agreement and its schedules. Completion and jurisdiction: Completion occurs on receipt of the completion payment and written confirmation that all required consents are effective. Selected jurisdiction: Western Australia. If conditions remain unmet after 30 days, parties must agree an extension or the deposit is refunded and the sale ends. 3. ASSIGNMENT This agreement records a promise to assign. A required lender or aggregator consent, transfer instrument or other condition must be satisfied before the affected transfer takes effect. Signing this agreement alone does not supply third-party consent. Schedule E records the rights and transfer conditions. 4. PAYMENT AND RECEIPTS The parties agree the price and payment events in Schedule B. Schedule C allocates trail receipts. Schedule D allocates clawback and any retention. GST terms appear in Schedule F. SCHEDULE A - ASSETS, EXCLUSIONS AND RETAINED RIGHTS Included: Portfolio EX-101 and EX-102, ongoing trail income rights from the cutoff and permitted portfolio reconciliation records. Excluded: upfront commissions, seller cash and all other portfolios. Liabilities: seller retains liabilities except those expressly accepted in the clawback schedule. Retained entitlements: trail accruing before the cutoff. SCHEDULE B - PRICE, PAYMENT AND ADJUSTMENTS Purchase price: $270,000, subject to the GST terms. Deposit: $27,000 payable on signing, credited to the price. Completion payment: $189,000. Balance: $54,000 deferred for 90 days after completion, subject to the agreed retention terms. Adjustments: parties reconcile receipts against the cutoff statement. Payment instructions: to be entered. SCHEDULE C - TRAIL CUTOFF, LATE RECEIPTS AND DISPUTES Cutoff: completion time. Income accruing before the cutoff belongs to the seller; income accruing from the cutoff belongs to the buyer. Receipts in transit: allocate by accrual period, regardless of payment date. Late receipts: remit amounts belonging to the other party within 10 business days with a reconciliation statement. Disputed amounts: notify within 5 business days, keep a separate record and resolve before remitting the disputed portion. SCHEDULE D - CLAWBACK AND RETENTION Seller retains pre-completion clawback exposure for EX-101 and EX-102. Buyer bears clawback arising solely from its post-completion conduct. Notify the other party within 5 business days of a demand and provide the supporting calculation. The deferred $54,000 is security for substantiated seller clawbacks. Release the balance after 90 days, less agreed deductions. Disputed deductions remain separate pending resolution. SCHEDULE E - ASSIGNMENT AND HANDOVER Rights to assign: the trail income rights for EX-101 and EX-102 from the cutoff, subject to the governing contracts. Required consents: lender and aggregator written approvals where required by those contracts. Seller obtains evidence before completion. If consent is refused: exclude the affected rights and agree the price adjustment in writing before completion, or end the sale under the completion terms. Handover: seller provides the approved transfer forms and permitted reconciliation records at completion. Client communications: buyer and seller approve the message, lawful basis and delivery responsibility before any disclosure. Confidentiality: use sale information only to assess or complete this sale; restrict access and return or securely destroy due-diligence material when no longer required, subject to lawful retention. SCHEDULE F - GST AND GOING-CONCERN TERMS Treatment: unresolved for this example. Parties must enter the agreed GST basis, whether price includes GST and invoice obligations after tax review. Going concern: no conclusion is selected. Enter any written agreement, registration evidence, enterprise supplied, things necessary for continued operation and seller operation until supply. If treatment changes: enter who pays additional GST, the timing, evidence required and any corresponding price adjustment. EXECUTION Complete the execution form required for each party and its signing capacity before signing. Seller authorised signatory name and capacity: ____________________ Seller signature: ____________________ Date signed: ____________________ Additional signatory or witness details, if required: ____________________ Buyer authorised signatory name and capacity: ____________________ Buyer signature: ____________________ Date signed: ____________________ Additional signatory or witness details, if required: ____________________ UNFINISHED FORM FIELDS All form groups contain text. Review each schedule for unresolved details before signing. This draft records the parties' entered terms. Review the complete transaction, tax treatment and execution requirements before signing.

Business Sale Agreements for Trail Books

A business sale agreement records the assets a seller agrees to transfer and the terms a buyer accepts. For a trail book, identify the income rights by portfolio reference and specify which records accompany them. This business asset sale agreement covers an asset transaction between Australian mortgage brokerages.

The seller's promise to transfer rights is separate from the transfer itself. Lender or aggregator contracts can require consent, approved documents or other conditions before the buyer receives those rights. Record each condition in the assignment schedule and connect completion to the evidence that satisfies it.

Use anonymised references during drafting. The OAIC's business-sale privacy guidance recommends de-identified information where possible during due diligence. A confidentiality agreement does not itself authorise every disclosure of client information.

Assets, Price and Completion

The asset schedule identifies the portfolios, income rights and permitted records included in the sale. It also records excluded assets, retained entitlements and liabilities. A business sale purchase agreement needs a payment schedule that separates the deposit from the completion payment and any deferred balance.

Enter the agreement date using the date field. In Completion and jurisdiction, name the selected Australian state or territory and the event that completes the sale. Add the consequence if consent or another completion condition fails. Selecting a jurisdiction records the parties' choice; it does not supply a complete prescribed contract for that state.

Schedule E is an editable assignment schedule. Identify each right, the contract it arises under, the required consent and who obtains it. Record handover tasks, responsibility for client communications and confidentiality terms. If a separate assignment deed or provider transfer form is required, complete it alongside the sale agreement.

Before agreeing the price, use the buying a mortgage broker trail book guide to review the proposed purchase. Trail book valuation can inform the proposed price; the agreement records the price the parties choose.

Trail Receipts and Clawback After the Sale

The trail receipts schedule decides who receives income before and after the cutoff. Specify whether entitlement follows accrual, the payment date or another agreed rule. Cover receipts in transit, late payments and remittance deadlines. Give disputed amounts their own notification and resolution process.

In the invented example, a $750 payment arrives 20 days after completion for income accrued before the cutoff. The entered accrual rule allocates it to the seller. If the buyer receives it, the example requires remittance within 10 business days with a reconciliation statement. A different entered cutoff rule changes that outcome.

The clawback schedule separately records who bears each repayment exposure and how a demand is notified. Include evidence, any retention and its release conditions. An allocation between buyer and seller does not change the lender's or aggregator's rights under its own contract.

GST and Going-Concern Terms

The GST field records the parties' selected treatment. Enter whether the price includes GST, tax-invoice obligations and the adjustment process if treatment changes. The generator makes no automatic GST calculation or eligibility decision.

The ATO's going-concern ruling explains the conditions for a GST-free supply. These include consideration, the buyer's GST registration or required registration and a written agreement between the parties. The seller must supply everything necessary to continue the enterprise and carry it on until supply.

To complete going-concern terms, identify the enterprise supplied and the assets or arrangements needed to continue it. Record the buyer's registration position, the written agreement and the seller's operating obligations. Have the transaction's tax treatment assessed before signing. Selling selected trail rights alone does not establish that every condition is met.

Edit the Agreement and Print a PDF

The business sale agreement template is free to edit, copy and print. Reset example restores the invented brokerage terms in the form and document. Example O'Brien Brokerage sells portfolios EX-101 and EX-102 to Example Harbour Finance for $270,000, subject to unresolved GST terms.

The example separates a $27,000 deposit, a $189,000 completion payment and a $54,000 balance deferred for 90 days. The seller retains specified clawback exposure, secured against that deferred amount. Replace the invented names and references, then complete identifiers, payment instructions and the tax terms.

Read the generated agreement and its six schedules together. Empty form groups remain blank lines and appear in the unfinished-fields list. The list detects empty groups; it cannot judge whether the terms within a completed group are sufficient. Signing lines stay blank for execution.

Edit the document directly to add clauses or change any schedule. Editing pauses replacement from the form. Discard edits and rebuild from the form applies the current form again. Copy agreement, Download text file and Print or save PDF use the displayed document, including your edits.

Paste copied text into your document editor for further formatting. Print or save PDF opens the browser's print dialog to create a small business sale agreement PDF. Check every printed schedule and unfinished field before signing. Obtain legal review of the transaction and the required execution form. Your entries remain in this browser, so save your document before leaving the page.

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