Business Shelf Document

Business Shelf Document

This Business Shelf Document (the Agreement) is entered into as of by and between:

Seller:    Address:

Buyer:    Address:

Recitals

WHEREAS, Seller is the registered owner of a formed but inactive business entity identified as , formed under the laws of on (Formation Date), and maintained in good standing as of the Effective Date.

WHEREAS, Buyer desires to acquire the company and Seller desires to sell and transfer all ownership, corporate records, and associated rights in accordance with the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to document the transfer mechanics, payments, representations and warranties, and post-closing obligations associated with the transfer of the shelf entity.

Scope of Work

Seller shall deliver to Buyer at Closing the executed instruments necessary to effect the transfer of ownership, including corporate resolutions, stock or membership certificates endorsed in blank or accompanied by executed assignments, the minute book, certificates of good standing, tax identification information and other corporate records as agreed.

Payment Terms

Purchase Price: $ payable in accordance with the Schedule below.

Deposit (if any): $ due on or before .

Late Payment: Any amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Buyer shall be liable for reasonable collection costs and attorneys' fees incurred by Seller in enforcing payment obligations.

Term and Termination

Term: This Agreement commences on the Effective Date and continues until all obligations hereunder have been fully performed or until terminated as provided below. Commencement Date: . Anticipated Closing Date:

Termination: Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any representation, warranty or covenant and fails to cure such breach within days after receipt of written notice. Termination shall not relieve Buyer of liability for amounts accrued prior to termination.

Confidentiality

Each party (the Recipient) shall hold in confidence all non-public information disclosed by the other party (the Discloser) relating to the company, its formation, financial condition, corporate records, customer lists and business plans (Confidential Information). Recipient shall not disclose, use, copy or permit use of Confidential Information except as necessary to perform obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes public other than through Recipient's breach of this Agreement; (ii) was known to Recipient prior to disclosure; (iii) is received from a third party free of restrictions; or (iv) is independently developed by Recipient without use of the Discloser's Confidential Information.

Duration: The obligations of confidentiality shall survive termination or expiration of this Agreement for years.

Representations and Warranties

Seller represents and warrants that: (a) it is the lawful owner of the company and has full right, power and authority to sell and transfer the company free of any liens, encumbrances or undisclosed liabilities; (b) the corporate records delivered at Closing will be true, complete and accurate to Seller's knowledge; and (c) there are no pending or threatened actions, claims or investigations against the company except as disclosed in writing to Buyer.

Buyer represents and warrants that Buyer has the financial capacity and corporate authority to complete the transaction and that Buyer has conducted or had the opportunity to conduct such due diligence as Buyer deems appropriate.

Indemnification

Seller shall indemnify, defend and hold Buyer harmless from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising from any breach of Seller's representations, warranties or covenants hereunder or from undisclosed liabilities of the company existing prior to Closing.

Buyer shall indemnify, defend and hold Seller harmless from and against any losses, liabilities or expenses arising from Buyer's post-Closing actions, failure to make payment as required, or use of the company after transfer in violation of law.

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 purchaser of substantially all of its assets without Seller's consent provided Buyer remains primarily liable for performance.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any action arising out of this Agreement shall be in the state or federal courts located in that State.

Entire Agreement

This Agreement, together with any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

Additional Provisions

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice pursuant to this provision.

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