Business Transfer Request Form

BUSINESS TRANSFER REQUEST FORM

Recitals

WHEREAS, Transferor Name: is the owner and operator of the business described below and has authority to propose transfer of ownership and specified assets; and

WHEREAS, Transferee Name: desires to acquire the business and its specified assets on the terms set forth in this Request; and

WHEREAS, Business Name: , Registration/ID No.: , is the subject of the requested transfer of ownership, assets, accounts, contracts, licenses and goodwill as further described herein.

Parties and Contact Information

Transfer Details

Requested Effective Date: Month Day Year .

Tangible assets (inventory, equipment)    Contracts and service agreements    Intellectual property    Licenses and permits

Leases and real property interests    Goodwill    Customer lists/accounts

Scope of Transfer

Payment Terms

Purchase Consideration (Total): .

Late Payment Charge: % per month on overdue amounts, plus all reasonable collection costs and attorneys' fees incurred to enforce payment.

Term and Termination

Agreement Start Date: Month Day Year .

Agreement End Date (if any): Month Day Year .

Either party may terminate this transfer request upon material breach by the other party that remains uncured for the notice period specified above. Termination shall not relieve the parties of obligations that by their nature survive termination, including payment, confidentiality and indemnification obligations.

Confidentiality

The parties acknowledge that information exchanged in connection with this transfer, including financial records, customer lists, pricing, supplier terms and trade secrets, is confidential. Each party shall (a) use such information solely for purposes of evaluating and effecting the transfer, (b) limit disclosure to its employees, advisors and financiers who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose such information to third parties without the prior written consent of the other party except as required by law.

Acknowledgment of Confidentiality Obligation: I acknowledge and agree to the confidentiality obligations set forth above.

Representations; Authorization

Transferor represents and warrants that it has good and marketable title to the assets to be transferred, that all material contracts identified for assignment are exercisable and assignable subject to applicable consent requirements, and that there are no undisclosed liens or material liabilities other than those disclosed in writing to Transferee. Transferee represents that it has the financial capacity and authority to complete the acquisition in accordance with the payment terms.

Transferor Authorization: By signing below the Transferor certifies that the signatory has full authority to propose and effect the transfer on behalf of the Transferor and to bind Transferor to the terms of this Request.

Governing Law

This Request and any resulting transfer 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 of courts located within that state for disputes arising from this Request.

Entire Agreement

This Request, together with any schedules and exhibits attached hereto and any fully executed transfer agreement later adopted by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, representations and understandings. Any amendment or modification must be in writing and signed by both parties.

Additional Instructions and Attachments

Please attach copies of: recent financial statements, asset schedules, copies of licenses/permits to transfer, and copies of contracts proposed for assignment. Describe any special conditions below.

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