Business Store Closing Document

BUSINESS STORE CLOSING DOCUMENT

This Business Store Closing Document (the "Agreement") is entered into by and between Owner/Assignor: with principal business address: and Buyer/Assignee: with principal business address: .

Effective Date:

WHEREAS

WHEREAS, Owner/Assignor is the lawful owner of the store business operating under the trade name: and holds the inventory, fixtures and business goodwill located at: ;

WHEREAS, Owner/Assignor desires to close the store, wind down operations and effect the disposition of assets, and Buyer/Assignee desires to accept such disposition and related obligations on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Purchase Price (if applicable): $ . Deposit Amount: $ to be paid by .

Late Payment: Interest at the lesser of 1.5% per month or the maximum rate permitted by law will accrue on any past-due amounts. In addition, a late fee of may be assessed following a grace period of days.

TERM AND TERMINATION

Closing Period Start Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination does not relieve either party of accrued obligations or liabilities incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party shall hold in strict confidence all non-public information disclosed by the other party in connection with the closing, including financial records, customer lists, supplier terms, and trade secrets ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully received from a third party without restriction; or (c) is required to be disclosed by law or valid order of a court or governmental authority, provided that the disclosing party gives prompt written notice to the other party to permit a protective order or other appropriate remedy.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Owner/Assignor represents and warrants that, as of the Effective Date, it has good and marketable title to the assets being transferred, free and clear of liens and encumbrances except as disclosed in writing. Owner/Assignor further warrants that there are no undisclosed material liabilities related to the business that would adversely affect the Buyer/Assignee's intended use. Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses or liabilities arising from a breach of its representations, warranties or covenants under this Agreement, subject to any limitations in this Agreement.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement will be effective unless in writing and signed by both parties.

NOTICES

ADDITIONAL COVENANTS

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