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Agreement for Sale of Business (Asset Purchase Agreement) by Sole Proprietorship with Closing in Escrow to Comply with Bulk Sales Law This Asset Purchase Agreement made on the       day of       , 20       , between       of       , (Name of Seller) (Street Address, City, County, State, Zip Code) referred to herein as Seller , and       of (Name of Buyer)       , referred to herein as Buyer; (Street Address, City, County, State, Zip Code) Whereas, Seller is engaged in       , (the Business ), (Description of Business) in       ,       ; and (Name of City) (Name of State) Whereas, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, all of Seller's right, title, and interest in the Business and the goodwill of the Business; In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: I. Assets. Seller sells to Buyer all of Seller's right, title, and in Seller's Business, including the goodwill of it as a going concern, stock-in-trade, fixtures, equipment, tools, effects, book accounts and other debts now due and owing to Seller on account or in respect to the Business, and all securities for the same, and also all contracts and engagements, benefits, and advantages that have been entered into by Seller, or to which Seller is or can be entitled on account or in respect to the Business. II. Purchase Price. Buyer purchases the above-described Business from Seller and agrees to pay $       to Seller for the Business, which amount is payable as follows:       . (Description of terms of payment) III. Covenant not to Compete. Seller agrees not to, for a period of       years from (Number) the date of this Agreement, directly or indirectly, engage in the business of       within       , (type of business) (description of geographic area) nor will Seller aid or assist anyone else in that type of business in the indicated territory, except as an employee of Buyer. IV. Liquidated Damages. If at any time Seller shall violate Section III, damages to Buyer from the violation shall be substantial but difficult of ascertainment. Seller agrees for each violation to pay Buyer $       as liquidated damages, it being agreed by the parties that $       is a fair measure of damages for each such violation. Agreement for Sale of Business Page 1 of 4 V. Covenants of Seller. Seller, and Seller's heirs, executors, administrators, and assigns covenant with Buyer, and Buyer's heirs, executors, administrators, and assigns, that Seller has now good right to assign the goodwill, stock-in-trade, fixtures, and effects, book and other debts, and premises, in the manner set forth above, and that the same shall be enjoyed by Buyer, and Buyer's heirs, executors, administrators, and assigns, free from any interruption or disturbance. Seller shall not, either alone or with any other person or persons, cause to be done any willful act or thing to the prejudice of the trade or Business of a       , as (type of business) carried on and conducted by Seller, or Seller's heirs, executors, administrators, and assigns. Seller shall, whenever required by Buyer, or Buyer's heirs, executors, administrators, or assigns, render every assistance and give all necessary evidence for the purpose of recovering or otherwise enforcing payment of all or any of the trade debts, and vesting absolute ownership in Buyer, and Buyer's heirs, executors, administrators, and assigns. VI. Indemnification by Seller. Seller and Seller's heirs, executors, administrators, and assigns covenant with Buyer and Buyer's heirs, executors, administrators, and assigns that Seller will at all times save harmless and keep indemnified Buyer, and Buyer's heirs, executors, administrators, and assigns, from and against all losses, costs, expenses, and damages that may be incurred by or by reason of any action or proceeding that shall or may be brought and instituted against Buyer, and Buyer's heirs, executors, administrators, and assigns, for or in respect of any debts, contracts, and engagements for or on account of the Business or credit of them that do not appear from the books or from Seller's Affidavit of Creditors furnished Buyer with this Agreement, and also all interest, costs, expenses, losses, claims, and demands on account of the same debts, contracts, and engagements respectively or otherwise in relation to the premises. VII. Sales Tax.       shall pay the       (Buyer or Seller) (Name of State) sales tax on the sale of the Business and personal property under this Agreement, and covenants to save harmless and indemnify (Seller or Buyer) from and against all liability for the tax. VIII. Indemnification by Buyer. Buyer and Buyer's heirs, executors, administrators, and assigns covenant with Seller, and Seller's heirs, executors, administrators, and assigns, that Buyer will save harmless and keep indemnified Seller, and Seller's heirs, executors, administrators, and assigns, from and against all losses, costs, expenses, and damages that may be incurred by or by reason of any action or other proceeding that may be brought or instituted against Buyer, or Buyer's heirs, executors, administrators, or assigns, for or in respect of the goodwill, stock-in- trade, effects, and premises, or for the recovery of the several sums of money that by the books appear to be due and owing from Seller in respect of the Business, and also from and against the contracts and engagements to which by the books Seller appears to be now liable, and also all interest, costs, expenses, losses, claims, and demands on account of the same debts, contracts, and engagements respectively or otherwise in relation to the premises. IX. Allocation of Purchase Price. The proration of the consideration for this Agreement is as follows: Agreement for Sale of Business Page 2 of 4 A. Stock-in-trade: $       ; B. Fixtures: $       ; C. Equipment, tools, effects: $       ; D. Debts receivable: $       ; and E. Goodwill as going concern: $       . X. Bulk Sales Compliance. Seller agrees to furnish Buyer with Seller's affidavit containing a true, correct, and full list of the names and addresses of all creditors of Seller for or on account of the Business and a schedule of the property transferred, as is required by the Uniform Commercial Code of             . (Name of State) ( (citation of statute) ) The parties agree that this contract of sale and down payment of $       shall be placed in escrow with       , who is instructed to notify all creditors (Name of Escrow Agent) listed in the affidavit and to publish a notice to creditors of this sale and of the time and place for the presentation and payment of their claims, to pay all claims of creditors presented out of the funds in escrow, and to do all things in       sound discretion, without liability for so (his/her) doing, as are required by the Uniform Commercial Code in regard to the execution of this Agreement. XI. Escrow. This Agreement is effective on its execution, but the sale of the Business shall not be completed until the close of escrow, which shall be on or before       . On (Date) the close of escrow, a duplicate original of this Agreement shall be delivered to Buyer and the other duplicate original shall be delivered to Seller. Out of the funds in escrow, the attorney's fees of $       , for services rendered in connection with this Agreement and the escrow first will be paid, expenses in connection with this Agreement and the escrow next will be paid, and the balance shall be paid over to Seller. Also, on the close of escrow the sale under this Agreement shall be fully executed, title to the Business and property sold by this Agreement shall pass from Seller to Buyer and vest in Buyer absolutely, and possession of the Business and property shall be delivered to Buyer. XII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XIII. 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 Agreement for Sale of Business Page 3 of 4 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. XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XV. Notices. Unless provided herein to the contrary, 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. XVI. 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. XVII. 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. XVIII. 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. XIX. 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. XX. 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. XXI. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. By: By: (Signature of Seller) (Signature of Buyer)             (P rinted Name of Seller) (P rinted Name of Buyer ) Agreement for Sale of Business Page 4 of 4