What provisions should be in the purchase agreement? Use a California business purchase agreement to record the sale of a business.Download your free template today. Once you have a general agreement with the buyer, the buyer usually drafts and signs a non-binding letter of intent. Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. This article discusses seven (7) types of seller liabilities that should concern a buyer when negotiating the purchase of a California business. Use a Business Bill of Sale to set out the terms for the sale of a business and transfer the ownership and all assets to the buyer. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity.