Agreement for Sale of Business

Agreement for Sale of Business by Sole Proprietorship
with Purchase Price Contingent on Audit

Agreement made on the day of , 20 ,

between (Name of Seller) of

referred to herein as Seller, doing business as (Name of Business),

and (Name of Corporation), a corporation organized and existing under the laws of the state of ,

with its principal office located at (street address, city, county, state, zip code), referred to herein as Buyer.

I. Sale of Assets

Subject to the terms, conditions and agreements provided elsewhere in this Agreement, Buyer agrees to purchase and Seller agrees to sell, as of the closing date, all of the assets held by Seller together with the business of Seller as a going concern, including, but not limited to, its goodwill, franchises, contract rights, trademarks and trade names, and cash, except any funds withheld from employees of Seller for taxes as of the closing date.

II. Purchase Price

The purchase price shall be $ , together with the assumption by Purchaser of certain obligations and liabilities of Seller as provided in Section IV of this agreement and subject to the adjustments set forth in Section V of this Agreement.

III. Audit; Financial Statements

Smith, PLLC, certified public accountants, shall, at the expense of Purchaser, make an audit of the books and records of Seller as of the close of business on , and shall furnish the parties, when the audit is completed, with a certified balance sheet of seller as of the close of business on that date (the balance sheet) and a statement of income and earnings retained in the business of Seller for the period ending on that date (the income statement).

IV. Assumption of Debts and Obligations

Purchaser shall assume:

A. All of the liabilities shown as liabilities on the balance sheet to be prepared as provided in this Agreement, except liabilities for taxes (other than taxes the value of which have been included in inventory and are shown as accounts payable or accrued taxes on the balance sheet), and withheld funds of employees;

B. Liabilities asserted by customers relating to goods shipped on or after ; and

C. All contracts, commitments, and obligations incurred in the ordinary course of business that are specifically referred to or are described in and meet the requirements and conditions as set forth in Section VIII of this Agreement.

V. Price Adjustment

The purchase price shall be adjusted if the net assets (which term shall mean the excess of the assets to be transferred to the Purchaser less the liabilities to be assumed by the Purchaser valued at their book value as shown on the balance sheet) is not equal to $ by decreasing the purchase price $ for each dollar that $ exceeds the net assets, or by increasing the purchase price $ for each dollar by which the net assets exceed $ .

However, in the computation of the net assets for the purpose of the adjustment contemplated by this Section V, the amount of allowance for bad debts provided for in the balance sheet shall not be subtracted from gross assets.

VI. Seller’s Warranties

Seller represents and warrants that:

A. Seller has delivered to purchaser an accurate list and summary description of all patents, patent applications, trademarks, trade names, and copyrights presently owned or held by seller as set forth in Exhibit A, which is attached and incorporated by reference, including, but not limited to, rights appurtenant to the line of goods, all of which are valid and in good standing except to the extent of any notations or references made in the summary description; and

B. Seller has no presently existing contracts or commitments, including leases of real or personal property extending beyond , except as set forth in Exhibit B, which is attached to and incorporated in this Agreement.

VII. Operation of Business for Account of Purchaser

Beginning on , and until the closing date, Seller shall use the assets to be purchased to continue to operate the business for the account of Purchaser. In that connection Seller shall establish and maintain separate books of account as soon as practicable and convenient, which shall be transferred to Purchaser at the closing. All profits and losses during this period shall be for the account of Purchaser. All assets received or acquired by seller during that period shall be transferred to Purchaser and/or accounted for at the time of closing. All liabilities incurred by Seller during that period shall be assumed by purchaser at the closing, provided that the business of Seller during the period has been conducted in the regular and ordinary course and not in violation of any provision of this Agreement.

VIII. Ordinary Course of Business

A. Until the closing, the business of Seller shall be conducted only in the ordinary course. Except with the consent of Purchaser, no contract or commitment, including leases of real or personal property, shall be entered into by or on behalf of Seller involving an amount in excess of $ . No assets, the cost of which is in excess of $ , shall be purchased by Seller.

B. Seller will use its best efforts to preserve its business organization intact, keep available to the company the services of its present officers and employees, and preserve for the company the goodwill of seller's suppliers, customers, and others having business relations with it.

C. Except with the consent of Purchaser, seller shall not extend credit to any one customer in excess of $ .

D. Seller will use its best efforts to maintain existing licenses and franchises in full force and effect. All reasonable steps shall be taken to renew or extend any such licenses and franchises expiring in accordance with its or their terms.

WITNESS our signatures as of the day and date first above stated.

(Name of Business)

(Attach Exhibits)