Business Transfer Example

BUSINESS TRANSFER EXAMPLE

This Business Transfer Agreement (the Agreement) is made effective as of Effective Date: by and between Transferor Name: with address: and Transferee Name: with address: .

RECITALS

WHEREAS, Transferor is the owner of a going business enterprise operating under the trade name indicated above and holds certain assets, contracts, goodwill, proprietary information and other property used in connection with that business (collectively, the Business); and

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer and assign, substantially all of the assets of the Business as further described below, subject to the terms, conditions and representations contained in this Agreement; and

WHEREAS, the parties intend for this Agreement to provide for the orderly transfer of assets, allocation of assumed liabilities, transition assistance and the payment terms agreed by the parties.

SCOPE OF WORK (ASSET TRANSFER)

Transferor agrees to transfer, assign and deliver to Transferee, and Transferee agrees to accept, the assets of the Business subject to the terms of this Agreement. Assets to be transferred include but are not limited to tangible assets, inventory, accounts receivable, customer lists, goodwill, intellectual property, permits and specified contracts. The parties agree that certain assets and obligations may be excluded as expressly set forth below or in an attached schedule.

PAYMENT TERMS

The total purchase price for the assets to be transferred (Purchase Price) shall be Purchase Price: payable as follows.

Any amounts not paid when due shall incur a late fee of Late Fee Percentage: % plus interest at the lesser of the maximum lawful rate or Interest Rate: % per month on overdue amounts until paid. Payment obligations are independent covenants of the parties.

CLOSING AND ASSUMPTION OF LIABILITIES

The closing of the transfer (Closing) shall occur on Closing Date: or such other date as agreed in writing by the parties. At Closing, Transferor will deliver duly executed instruments of assignment and transfer, bills of sale and such other documents as are reasonably necessary to effectuate the transfer of assets.

Transferee shall assume only those liabilities expressly set forth in this Agreement. Transferee assumes the following liabilities: . Excluded liabilities remain the responsibility of Transferor.

TERM AND TERMINATION

This Agreement commences on Start Date: and, except for obligations that survive termination as provided herein, terminates on End Date: . Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for Notice Period (days): days after written notice of the breach.

Termination shall not relieve a party of liabilities accrued prior to termination, nor shall it affect any provision that by its nature is intended to survive termination, including but not limited to confidentiality, indemnification and payment obligations.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any confidential information of the other party obtained in connection with the negotiation or performance of this Agreement, except as required by law or to those advisors or affiliates who have a need to know and who are bound to confidentiality obligations no less protective than those contained in this section. Confidentiality obligations shall survive for a period of five (5) years following termination or expiration of this Agreement.

Acknowledgement of confidential terms: I acknowledge and agree to the confidentiality obligations set forth above.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Transferor represents and warrants that it has good and marketable title to the assets being transferred, free and clear of all liens and encumbrances except as specifically disclosed in writing to Transferee. Transferor further represents that the financial information and material contracts disclosed to Transferee are true and accurate in all material respects.

Each party agrees to indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities and expenses arising out of breaches of its representations, warranties or covenants under this Agreement, subject to customary limitations and procedures for notice and defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of laws. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any action or proceeding arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall be severable and enforceable. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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