Business Store Takeover

BUSINESS STORE TAKEOVER AGREEMENT

This Business Store Takeover Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Transferor Name: , a Corporation LLC Individual, with principal place of business at (\"Transferor\"), and Transferee Name: , a Corporation LLC Individual, with principal place of business at (\"Transferee\").

RECITALS

WHEREAS, Transferor operates the retail business known as Business Name: located at Business Location: (the "Store"); and

WHEREAS, Transferor desires to transfer to Transferee, and Transferee desires to assume and operate, the Store and certain associated assets and obligations pursuant to the terms set forth herein.

WHEREAS, the parties intend that this Agreement effect a takeover of the Store by assignment, sale and assumption as expressly provided in this Agreement and that the parties' respective rights and obligations be governed by the terms below.

SCOPE OF WORK

ASSETS AND EXCLUSIONS

Transferor agrees to transfer to Transferee, and Transferee agrees to accept, the following assets (collectively, the "Assets"): inventory; furniture, fixtures and equipment; trade name and goodwill associated with the Store; existing customer lists to the extent transferable; permits and licenses as listed in License Schedule: . Excluded assets: .

PAYMENT TERMS

Deposit due on or before Deposit Due Date: . Remaining balance of payable according to the Payment Schedule below.

Late Payment: Any amount not paid when due shall accrue interest at the rate of or a flat late fee of , whichever is greater, from the due date until paid in full.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement upon Notice Period (days): days prior written notice to the other party. Material breach not cured within days after written notice shall entitle the non-breaching party to terminate immediately.

CONFIDENTIALITY

Each party acknowledges that in connection with the takeover it may receive confidential information of the other party. Each party shall (a) hold all such Confidential Information in strict confidence, (b) use such Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose such Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound to confidentiality at least as protective as this Agreement. Confidential Information does not include information that is publicly available other than by breach of this Agreement, rightfully received from a third party without restriction, or independently developed without use of the other party's Confidential Information. The obligations under this clause survive termination for a period of .

Confidentiality Acknowledged: (check to confirm acceptance)

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Transferor represents and warrants that: (a) it has good and marketable title to the Assets to be transferred free of liens and encumbrances except as expressly disclosed in Schedule of Liens: ; (b) to the best of Transferor's knowledge the Store is in compliance with applicable laws and permits except as disclosed; and (c) Transferor has full authority to enter into and perform this Agreement.

Transferee represents and warrants that it has the financial capacity and authority to assume operation of the Store and to perform its obligations under this Agreement.

Indemnification: Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of any representation, warranty or covenant under this Agreement, or from the Indemnitor's negligence or willful misconduct in connection with the operation of the Store prior to or after the Effective Date as expressly assumed herein.

LEASES, LICENSES AND EMPLOYEES

Lease Assignment: If the Store premises are leased, Transferor shall promptly seek landlord consent to assignment or approved novation of the lease. Obtaining landlord consent is a condition precedent to Closing unless parties agree otherwise in writing. Licenses and permits shall be transferred or reissued as required by law; the party responsible for each transfer shall be as set forth in the Scope of Work.

Employees: Any obligations or liabilities relating to employees (wages, benefits, accrued leave) shall be allocated as described in the Scope of Work. Neither party shall effect mass employee terminations in a manner that violates applicable law.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising hereunder.

ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits referenced herein, 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, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their addresses set forth below or such other address as either party may designate by notice to the other. Notices shall be deemed given on the date of personal delivery, the date of confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor by merger or sale of substantially all assets upon prior notice.

Execution: This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be an original and all of which together shall constitute one instrument.

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