Process

Training Agreement

A contractual provision in the purchase agreement requiring the seller to train the buyer on business operations for a defined period post-closing — typically included as part of the transition arrangements.

Key Insight

"I'll be around to help" is not a training agreement. A training agreement defines what the seller must teach, for how long, and what the buyer can require — before the seller has been paid and incentives have evaporated.

What Training Agreements Specify

A well-drafted training clause includes:

  • Duration: Number of days or hours of training included (typically 30-90 days, 20-40 hours/week)
  • Format: On-site, remote, or mixed; scheduled in advance or on-call
  • Scope: What must be covered — operational systems, customer relationships, vendor management, employee management, financial reporting processes
  • Consulting rate: If the buyer requests additional training beyond the included period, a pre-agreed hourly or daily rate for extended consulting

Training vs. Transition vs. Consulting

Training: Formal knowledge transfer on how the business operates — systems, processes, vendors, operational protocols

Transition: Relationship-focused — introductions to customers, employees, and key contacts; continuity of operations; credibility transfer

Consulting: Ongoing paid advisory after the formal transition period ends

Most purchase agreements combine training and transition under a single provision.

Enforcing Training Obligations

If the seller fails to provide required training, the buyer's remedies are generally:

  1. Offset against any holdback or escrow
  2. Claims under the indemnification provisions
  3. Direct lawsuit for breach of the purchase agreement

In practice, litigation over training obligations is rare and expensive — it's more productive to structure financial incentives (holdback tied to training completion) than to rely on enforcement.

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