A buy-sell agreement (sometimes known as a shareholder's agreement) provides for an orderly transfer of ownership of a closely held corporation. It is a legal agreement among the shareholders or between a company and its shareholders. The owner's objectives for the future ownership and control of the company determine what goes into a buy-sell agreement. State laws also affect what provisions are allowable. The buy-sell agreement usually addresses 10 areas of potential conflict. 1. Specific value 2. Date of value 3. Triggering event 4. Limiting ownership 5. Majority shareholder/minority shareholder clause 6. Dispute clause 7. Terms and conditions 8. Trusted agreement 9. Non-compete clause 10. Gift to heirs