Boutique and Clothing Store Purchase and Sale Agreement

What a good one includes

• A precise method for counting and valuing current, stale, and damaged physical inventory at the time of close.
• A clear breakdown of intangible brand assets being transferred, including social media accounts, website domains, customer email lists, and trademarked logos.
• Detailed terms regarding the landlord's consent and the formal assignment of the physical retail lease to the new owner.
• A non-compete clause preventing the seller from opening a rival boutique nearby, coupled with a defined period of hands-on training for the buyer.
• Explicit language stating that the seller remains responsible for all pre-closing debts, sales tax liabilities, and outstanding supplier invoices.
• A clear policy on how outstanding customer gift cards, store credits, and layaways will be financially credited to the buyer at closing.

Common mistakes to avoid

• Relying on retail price rather than wholesale cost or landed cost to value the store's inventory on the final closing day.
• Finalizing the purchase agreement before securing written landlord approval for the lease transfer, which can result in sudden eviction.
• Forgetting to explicitly include logins, Shopify domains, customer databases, and Instagram handles in the legally transferred assets list.
• Neglecting to adjust the final purchase price to account for unredeemed gift cards and store credits that the new owner will eventually have to honor.

Frequently asked questions