Items That Should Be Addressed in a Practice Purchase Agreement
144 Items Across 12 Sections
This checklist does not determine whether the document is good or bad. It is not legal advice, a due-diligence substitute, a negotiation script, or a do-it-yourself transaction guide. A practice purchase is a major transaction. A buyer should retain a qualified dental transaction attorney, CPA, and lender. This tool only checks whether major topics are addressed; it does not decide whether the terms are favorable, fair, complete, enforceable, or appropriate. Mark Yes when the item is addressed clearly and specifically. Mark No when the item is not addressed. Mark Not Clear when the item appears to be addressed but the language is vague, incomplete, ambiguous, or needs additional explanation. Any No or Not Clear item should be addressed in writing with qualified professional guidance before the document is finalized.
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TRANSACTION STRUCTURE AND PARTIES
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1The buyer and seller are identified by correct legal name.
2The transaction is identified as an asset purchase, equity purchase, merger, or other structure.
3The practice location or locations included in the transaction are stated.
4The legal entity or entities involved are identified.
5The ownership interests or assets being transferred are stated.
6Any excluded owners, affiliates, or related parties are identified.
7The effective date and closing date are stated.
8The agreement identifies all exhibits and schedules.
9The agreement states whether the transaction is for the entire practice or a partial interest.
10The agreement states whether any real estate is included or excluded.
PURCHASE PRICE AND PAYMENT
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11The purchase price is stated.
12The payment structure is stated.
13Any deposit, escrow, or earnest money is stated.
14Any seller financing is stated.
15Any promissory note terms are stated.
16Any holdback amount is stated.
17Any working capital adjustment is stated.
18Any purchase price adjustment is stated.
19Any earnout or contingent payment is stated.
20The agreement states how purchase price allocation is handled.
21The agreement states who pays transfer taxes, sales taxes, recording fees, and similar costs if applicable.
22The agreement states what happens to the deposit if closing does not occur.
23The agreement states whether closing is contingent on the buyer obtaining financing and what happens to any deposit or earnest money if financing is not obtained.
ASSETS INCLUDED
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24Dental equipment included in the sale is identified.
25Furniture, fixtures, computers, and office equipment included in the sale are identified.
26Instruments, handpieces, and clinical supplies included in the sale are identified.
27Inventory included in the sale is identified.
28Practice phone numbers included in the sale are identified.
29Practice website domains included in the sale are identified.
30Social media accounts included in the sale are identified.
31Brand names, trade names, logos, and goodwill included in the sale are identified.
32Patient records included in the sale are identified.
33Radiographs, digital scans, photographs, and digital chart records included in the sale are identified.
34Practice management software data included in the sale is identified.
35Contracts, vendor accounts, or subscriptions included in the sale are identified.
36Membership plans, discount plans, or in-house plans included in the sale are identified.
37Referral relationships or referral source information included in the sale are addressed.
ASSETS AND LIABILITIES EXCLUDED
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38Excluded assets are listed.
39Cash on hand and bank accounts are addressed.
40Seller accounts receivable are addressed.
41Prepaid expenses are addressed.
42Personal property not included in the sale is identified.
43Excluded intellectual property is identified.
44Excluded contracts are identified.
45Seller debts and liabilities are addressed.
46Taxes arising before closing are addressed.
47Employee obligations arising before closing are addressed.
48Malpractice or patient claims arising before closing are addressed.
49The agreement states whether the seller must maintain or purchase tail coverage for pre-closing clinical work if applicable.
50Refunds, credits, and patient balances from before closing are addressed.
FINANCIAL INFORMATION
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51Financial statements provided by the seller are identified.
52Tax returns provided by the seller are identified.
53Production reports provided by the seller are identified.
54Collection reports provided by the seller are identified.
55Adjustment and write-off reports are addressed.
56Accounts receivable aging is addressed.
57Accounts payable are addressed.
58Payroll records are addressed.
59Doctor production and hygiene production are addressed.
60New patient reports are addressed.
61Active patient counts are defined.
62Recall status and reappointment data are addressed.
63Insurance plan participation, payer contracts, and fee schedules are addressed.
64The agreement states whether buyer may rely on seller financial representations.
65The agreement states what happens if material financial information is inaccurate.
PATIENTS AND RECORDS
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66The agreement addresses patient record transfer.
67The agreement addresses patient notification.
68The agreement addresses patient privacy compliance.
69The agreement states who retains access to records for pre-closing treatment issues.
70The agreement addresses continuity of care after closing.
71The agreement addresses unfinished treatment plans.
72The agreement addresses active orthodontic cases if applicable.
73The agreement addresses implant, endodontic, surgical, sedation, or specialty cases in progress if applicable.
74The agreement addresses prepaid treatment.
75The agreement addresses patient credits and refunds.
76The agreement addresses warranties, remakes, redos, and post-operative care for pre-closing treatment.
77The agreement states how emergency care is handled during transition.
EMPLOYEES AND TEAM
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78The agreement identifies employees expected to transfer or be offered employment.
79The agreement states whether buyer must hire any employees.
80The agreement states whether seller must terminate employees before closing.
81The agreement addresses accrued wages, bonuses, vacation, PTO, and benefits.
82The agreement addresses payroll taxes and employee-related liabilities before closing.
83The agreement addresses employee manuals, policies, and employment agreements if transferred.
84The agreement addresses independent contractors if any are involved.
85The agreement states whether seller may discuss the transaction with employees before closing.
86The agreement states who communicates with employees and when.
87The agreement addresses key employee retention if relevant.
LEASE AND FACILITY
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88The existing lease is identified.
89The agreement states whether the lease will be assigned, amended, replaced, or terminated.
90The agreement states whether landlord consent is required.
91The agreement states who obtains landlord consent.
92The agreement states whether closing depends on acceptable lease terms.
93The agreement addresses security deposit transfer or replacement.
94The agreement addresses personal guarantees under the lease.
95The agreement addresses equipment leases tied to the facility.
96The agreement addresses buildout, repairs, code issues, and maintenance obligations.
97The agreement addresses signage rights.
98The agreement addresses parking, access, and exclusive use rights if relevant.
EQUIPMENT AND TECHNOLOGY
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99The agreement states whether equipment is owned or leased.
100Equipment leases and financing obligations are identified.
101The agreement states whether equipment is transferred free of liens.
102The agreement states whether equipment is in working order at closing.
103The agreement addresses maintenance records if relevant.
104The agreement addresses warranties if any are transferable.
105The agreement addresses software licenses and data migration.
106The agreement addresses passwords, administrative access, and digital account transfer.
107The agreement addresses phone systems, numbers, email accounts, and web accounts.
108The agreement addresses cybersecurity, data backups, and data access during transition.
INSURANCE, PLANS, AND REVENUE SOURCES
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109The agreement identifies all PPO, HMO, Medicaid, Medicare, discount plan, and other payer participation.
110The agreement states whether payer contracts are transferable.
111The agreement addresses credentialing transition.
112The agreement addresses revenue disruption during credentialing.
113The agreement addresses capitation payments if applicable.
114The agreement addresses membership plan obligations, included services, unused benefits, and prepaid membership revenue.
115The agreement addresses payment plans and third-party financing accounts.
116The agreement addresses deposits and prepayments related to future care.
117The agreement addresses refunds owed to patients or payers.
118The agreement addresses audits, recoupments, and payer disputes related to pre-closing treatment.
SELLER TRANSITION AND RESTRICTIVE COVENANTS
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119The seller's post-closing transition duties are stated.
120The seller's clinical schedule after closing is stated if seller remains temporarily.
121The seller's compensation after closing is stated if seller remains temporarily.
122The seller's role with patients and staff after closing is stated.
123The agreement addresses patient introduction and goodwill transfer.
124The agreement addresses seller communication with patients after closing.
125Any non-compete obligation is stated with duration, geography, and scope.
126Any non-solicitation obligation is stated with duration and scope.
127Any non-disparagement obligation is stated.
128The agreement addresses seller use of name, likeness, biography, or reputation after closing.
REPRESENTATIONS, CLOSING CONDITIONS, AND DISPUTES
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129Seller representations about ownership of assets are stated.
130Seller representations about financial information are stated.
131Seller representations about compliance and licensing are stated.
132Seller representations about litigation, claims, audits, or investigations are stated.
133Seller representations about patient records and privacy are stated.
134Buyer representations are stated.
135Closing conditions for buyer are stated.
136Closing conditions for seller are stated.
137Required third-party consents are stated.
138Required lender approvals are stated.
139Any required transition agreement, escrow agreement, or other related closing document is identified and signed.
140Required board, regulatory, or permit issues are addressed if applicable.
141Indemnity obligations are stated.
142Survival periods for representations and indemnities are stated.
143Dispute resolution process is stated.
144Attorney fee responsibility is stated.
A downloadable, interactive version is available on the Publications page at DDS Private Capital.
This checklist is for educational purposes only and is not legal advice. A practice purchase is a major transaction. Consult a qualified dental transaction attorney, CPA, and lender before relying on any agreement or completing a transaction.
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