Business Purchase Document

BUSINESS PURCHASE AGREEMENT

This Business Purchase Agreement (the Agreement) is made and entered into as of by and between Seller: , with principal address , and Buyer: , with principal address .

WHEREAS

WHEREAS, Seller is the owner of the business operating under the trade name (the Business), including the assets, goodwill, contracts and licenses described herein; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the assets and equity of the Business on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the parties agree as follows.

1. SCOPE OF TRANSACTION

1.1 Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase from Seller, the assets and interests of the Business as described below and on Schedule A attached hereto.

2. PURCHASE PRICE AND PAYMENT TERMS

2.1 Purchase Price. The aggregate purchase price for the Purchased Assets shall be $ (the Purchase Price), subject to adjustments as set forth in this Agreement.

2.2 Late Payment. Any amount not paid when due shall bear interest at the rate of % per month, after a grace period of days. Buyer remains responsible for all costs of collection, including reasonable attorneys' fees.

3. CLOSING AND CONDITIONS PRECEDENT

3.1 Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall occur on or before , unless otherwise mutually agreed in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Seller represents and warrants to Buyer that Seller has good and marketable title to the Purchased Assets, that the Purchased Assets are free and clear of liens and encumbrances except as disclosed in writing, that Seller is duly authorized to enter into and perform this Agreement, and that there are no material actions, claims or proceedings pending or threatened against the Business that would adversely affect the Purchased Assets.

4.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has the authority to enter into this Agreement and that Buyer has the financial capacity to consummate the transactions contemplated hereby.

5. TERM; TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall terminate upon the expiration or satisfaction of all post-Closing obligations or earlier termination in accordance with this Section.

5.2 Termination. This Agreement may be terminated prior to Closing (a) by mutual written consent of the parties; (b) by Buyer if any condition precedent set forth in Section 3 remains uncured and unmet at Closing; or (c) by either party upon material breach by the other party that remains uncured for a period of days following written notice specifying the breach.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party, except to those employees, agents, counsel, accountants or financiers with a need to know who are bound by confidentiality obligations no less restrictive than those herein. "Confidential Information" includes business plans, financial statements, customer lists, pricing, trade secrets and proprietary processes.

6.2 Exceptions; Permitted Disclosures. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, independently developed without access to Confidential Information, or required to be disclosed by law or court order, provided that the disclosing party gives prompt notice and seeks protective measures.

6.3 Survival. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

7. ALLOCATION OF PURCHASE PRICE; TAX MATTERS

7.1 Tax Filings. The parties shall cooperate in good faith to prepare and file any required tax forms reflecting the allocation and shall retain documentation supporting such allocation for the applicable statutory retention period.

8. INDEMNIFICATION

8.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer from and against any losses, damages, liabilities, costs and expenses resulting from breaches of Seller's representations, undisclosed liens or liabilities of the Business existing prior to Closing.

8.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller from and against any losses arising from Buyer's operation of the Business after Closing or breaches of Buyer's representations.

9. MISCELLANEOUS

9.1 Notices. All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and addressed to the addresses set forth above or as otherwise designated in writing by a party.

9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

9.3 Entire Agreement. This Agreement, including its schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

9.4 Amendments; Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right or remedy will constitute a waiver thereof.

9.5 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign to an affiliate or a financing source provided Buyer remains primarily liable.

SIGNATURES

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