Fill and Sign the Agreement Dental Contract Form

Asset Purchase Agreement Asset purchase agreement made on the ___________________________ (date) , between _________________________________ (Name of Seller) , of ___________________________ _________________________________________ (street address, city, county, state, zip code) , hereinafter called Seller , and ____________________________________ (Name of Purchaser) of ___________________________________________________________________________ _________________ (street address, city, county, state, zip code) , hereinafter called Purchaser . 1. Sale of Practice and Consideration for Sale Seller , for and in consideration of $_______________, the receipt of which is acknowledged, hereby sells, conveys and delivers to Purchaser all the dental and orthodontic equipment, furniture and supplies contained in the suite occupied by Seller in the _____________________________________ (Name of Building) Building at ______________ ______________________________________________________________________________ (street address, city, state, zip code) , which equipment, furniture and supplies are more particularly described in the Inventory attached hereto as Exhibit A and incorporated by reference. The proration of the consideration is as follows: A. Furniture and fixtures: $___________________. B. Stock of Goods: $________________________. C. Office supplies: $ ________________________. D. Accounts receivable: $ ____________________. E. Goodwill: $ ____________________. F. Lease: $_________________________. Total: $__________________. Seller covenants with Purchaser that the property is free from all encumbrances; Seller has the legal right to transfer and sell the property; and Seller will defend the title to the property against all persons. 2. Seller shall work for Purchaser in the above-described dental and orthodontic office whenever convenient for Seller to do so, doing work that Purchaser desires Seller to do or doing work for people who call on Seller at the Dental and Orthodontic Office (the Office ) desiring the personal attention of Seller , for a period of ________ (number) months from the date of this Agreement. The consideration for Seller 's work in said Office is to be ________% of the amount received for Seller 's work from the patient. The remaining _________% received is to be paid to Purchaser . 3. Maintenance of Office Seller shall furnish all material and expenses for maintaining the Office for the consideration above stated. 4. Restriction against Competition Seller further agrees not to do any kind of dental or orthodontic work for any patient in _________________________ (Name of County) , ______________________ (Name of State) , other than for the benefit of Purchaser as stated above, for a period of ______ (number) of years from the date of this Agreement. 5. Use of Seller’s Name Purchaser will conduct the dental business in the names of Dr. _____________________ (Name of Seller) and Dr. _____________________ (Name of Purchaser) , as if it were a partnership, and Seller agrees to the use of Seller 's name as such a partner for the period of _______ (number) years from the date of this Agreement. 6. Assignment of Lease A. Whereas, Seller entered into a lease agreement, as lessee, on _________________ (date of lease) , with _____________________ (name of lessor) , of ____________________ ________________________________________ (street address, city, state, zip code) ; and B. Whereas, Seller desires to assign and Purchaser desires to assume the rights, duties, and liabilities of lessee under the lease agreement, a copy of which is attached hereto as Exhibit B ; Now, therefore, for and in consideration of the amount set forth aforesaid, Seller assigns all rights, title to and interest in the said lease agreement for the balance of the lease agreement term of _________ (number) years provided in the lease agreement. Purchaser shall assume all rights and duties required of Seller under the lease agreement, including all required payments and shall comply with all terms and conditions of the lease agreement. C. Seller does hereby warrant that he has received the consent of lessor to assign said lease agreement to Purchaser , and a copy of said consent is attached hereto as Exhibit C . 7. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 8. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________. 9. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 10 . Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 12. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. ______________________________ ____________________________ SELLER PURCHASER