What contracts do I need for my business?

Good morning - I am a WA State attorney. The purchase and sale agreement should, itself, specify the governing law that would be applicable; if that term is not already part of the PSA you were presented, it should be added. If you are buying a business in WA, normally the PSA will say that WA law will apply, but if you are buying a franchise, it's possible that the PSA will say something like that law of Delaware may apply. Washington has good governing law for this type of agreement. I also suggest that you discuss any concerns with your buyer's agent, and possibly request a WA State attorney to review all the documents before you sign anything.

It is almost always possible to amend a signed contract, but, of course, all signatories to the original contract would also need to sign any amendment. If, however, you foresee things you may want to sign later down the road, it'd be best to negotiate changes to the original contract, rather than amending an existing one....for one thing, what if the other signatories don't agree to your proposed amendment(s)?

Some contracts incorporate both reasons for breaching or ending a contract, and some incorporate the amount of a penalty. Most business contracts incorporate what state's laws apply, and whether a dispute will be taken to arbitration or court. If nothing is specified in a contract, parties are most likely to sue for lost income. To truly make an informed decision, I recommend that you consult with a business attorney BEFORE you sign a contract, so that he or she can review the proposed contract and recommend changes BEFORE you sign.

It is not necessary to have a witness(es) witness the signing of a contract, but it can be helpful if you later wanted to content that you were coerced into signing or agreeing to terms that you protested. However, if you have such concerns, you should not sign any contract. The advantage of having a notary witness a signing is that a WA State notary will check the legal indentification of all signatories to a contract and ensure they are who they say they are; appear to be competent to understand what they're signing; etc.

There is no requirement for confidentiality in ANY type of contract; this is a negotiated term, like all other terms in any contract (except that in some instances, such as WA State Residential Landlord/Tenant contracts, state law may supercede terms in a lease that would violate the law). As far as breach of a confidentiality term (or any other term) in a contract, often the contract itself will state what the consequences may be for a breach - however, if this is not specified, the other party could sue for breach of contract - what a court may decide to award would generally be based on the amount of damages the Plaintiff incurred by having the breach occur. If you are considering buying a business, I urge you to have all paperwork, your business plan, your finances, and all other important documents and information reviewed by a business attorney prior to signing anything at all.