Agreement for Sale of Personal Property with Warranty

Agreement for Sale of Personal Property with Warranty Against Infringement

This Sales Agreement is made on the (date), between

, of , hereinafter called Seller, and of , hereinafter called Buyer.

Seller agrees to sell and Buyer agrees to buy the property described in the following Section 1.

1. Description and Price of Property

Seller is the owner of the following described property (hereinafter called the Property):

(Description of Property)

The total purchase price of the Property, is $ (the Purchase Price). Buyer shall pay all transfer and sales taxes, fees, and all other applicable charges required by federal, state, and local rules and regulations.

2. Terms and Method of Payment

Payment shall be made by certified check presented on the date of delivery. If in Seller's judgment Buyer's financial condition does not justify the terms of payment specified in this paragraph, Seller may cancel this Agreement.

3. Title and Delivery

The Property shall be delivered by Seller to Buyer at on or before .

4. Seller’s Warranties

A. Seller warrants and represents that he/she is the sole and exclusive owner of the Property, and that he/she has the full and sole right and authority to sell, grant, and convey the Property. Seller further warrants and represents that no part of such rights has in any way been encumbered, conveyed, granted, or otherwise disposed of, and such rights are free and clear of all liens or claims in favor of any party.

B. Seller warrants and represents that the use or re-sale of the Property will not in any way infringe on or violate the intellectual property rights (including, but not limited to, copyright, trademark, patent, and/or trade dress) of any other party.

C. Seller represents and warrants that neither Seller nor any previous owner of the Property has done or will do any act or thing that will prevent or interfere in any manner with the full and exclusive enjoyment by Buyer of the rights to the Property, or that may impair or encumber such rights.

D. Seller warrants and represents that there are no claims or litigation pending or threatened that may adversely affect or in any way prejudice Seller's or Buyer's exclusive rights in the Property.

E. Seller warrants and represents that he/she will protect and safeguard for Buyer all of the rights granted to Buyer and that Seller has not done or caused or permitted to be done any acts through which any of the rights granted have been or may be impaired.

The foregoing warranties and representations are made by Seller to induce Buyer to execute this agreement, and Seller acknowledges that Buyer has executed this agreement in reliance on such warranties and representations.

5. Indemnity

Seller agrees to indemnify Buyer, his/her successors and assigns, against any charges, damages, costs, expenses (including attorney's fees), penalties, or losses of any kind which may be sustained or suffered by or imposed on Buyer by reason of the breach of any of the warranties and representations of Seller in Section 4, or by reason of any infringement or violation of any intellectual property right (including, but not limited to, copyright, trademark, patent, and/or trade dress) or right of privacy or any other right of any third party, in connection with the use by Buyer of the Property or any part of it.

6. 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.

7. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

8. 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.

9. 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.

10. 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.

11. 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.

12. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

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