The people in the business are just as important as the assets, stock, or membership interest. Sometime the buyer will want to keep an owner as a consultant, a part-time or full-time employee, or an advisor. The buyer might want to consider a transition period for an owner. This requirement can either be included in the business sale agreement or negotiated separately. If an ex-owner becomes an employee, then treat him or her as you would any other employee by providing an employment contract or an at-will offer. Make sure to specify their duties. If the ex-owner is a consultant, then make sure to negotiate an independent contractor agreement.
Sometimes the business will have key employees that the buyer wants to keep. If the key employee has a contract, the buyer might just take over their contract. If it’s an entity sale, the contract will automatically be part of the deal. If it’s an asset sale, then the parties need to get proper consent to assign the contract to the buyer.
Sometime the seller’s owners will have no part in the business once it transfers to the buyer. If this is the case, the buyer should consider a non-compete agreement to protect itself from future competition. The seller might start a competing business or work for a competitor. The non-compete normally covers a geographic area (these days that might include the internet), the type of activities, and the duration of the noncompete. The non-compete can be part of the business sale agreement or a separate document.