Fill and Sign the Agreement to Sell Business by Sole Proprietorship Including Right to Tradename and Business Franchise with Assignment of Form

AGREEMENT TO SELL BUSINESS BY SOLE PROPRIETORSHIP INCLUDING RIGHT TO USE TRADENAME AND BUSINESS FRANCHISE WITH ASSIGNMENT OF BUSINESS FRANCHISE SUBJECT TO APPROVAL OF FRANCHISORAgreement made on the ___ day of __________, 20___, between _____________ d/b/a ___________________ of ___________________________(street address, city, county, state, zip code), referred to herein as Seller, and __________________, 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.Whereas, Seller desires to sell the business operated by Seller at _____________ (street address, city, county, state, zip code) , under the name of ___________________, hereinafter called Business; andWhereas, Buyer desires to purchase the Business as a going concern, exclusive of cash and accounts receivable, and free of any obligation for accounts payable or other liabilities of Seller; Now, therefore, in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I.Sale of Business Seller shall sell to Buyer, free of any liabilities and encumbrances, the good will of the Business, the exclusive right to use the trade name ____________________, the right to use the Franchise, and to the extent permitted under the Business Franchise Contract of Seller, an assignment of the Contract subject to the approval of _____________________(name of franchisor), hereinafter called Franchisor, of ____________________________(street address, city, county, state, zip code), together with certain inventory set forth in Exhibit A, which is attached and incorporated by reference. II.Property Tax All property taxes, including, but limited to personal property and advalorem taxes, shall be prorated. III. Rental of Building The Building located at the above address, owned by Seller, will be rented to Buyer on a __________(e.g., monthly) basis at a rental of $_______ per ____________(e.g., month) payable in advance each ______________(e.g., month). Utilities are to be paid by Buyer during that period. IV.Records of Business All records, customers' lists, and correspondence, all files and advertising materials, and data relating to the Franchise are included in this sale. V.Purchase Price and Allocation The purchase price for the above items, exclusive of rental, shall be $_________, of which $___________ shall be allocated to physical goods, wares, and merchandise, and $_____________ to good will. Parts inventory will be valued and sold separately. VI. Time of Payment The purchase price is payable in full on the signing of this contract, or approval of the Franchisor as referred to in Section I above, whichever is later. VII. Bulk Transfers Law The Seller will comply with the Bulk Transfers Law of the State of ___________ by furnishing lists of creditors of the Business, as required by the laws of said State. VIII. Covenant Against Competition Seller covenants that Seller will not, for a period of ___________(e.g., one year), operate a business similar to the one being sold within a radius of _________(e.g., 10) miles of the location of the above Business address. IX. 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. X.Assistance by Seller Seller further covenants that Seller will lend every reasonable effort on Seller's part to assist Buyer in obtaining full and complete contractual agreement and franchise with Franchisor. WITNESS our signatures as of the day and date first above stated. ___________________, INC. ________________________ By___________________________(Name if Seller) (Name & Office in Corporation)(Attach Exhibit)