Conditional Agreement

Conditional Sales Agreement of Automobile between Individuals and Assumption of Outstanding Indebtedness

Agreement made on the , between (Name of Buyer) of , referred to herein as Buyer, and (Name of Seller), of , referred to herein as Seller.

Seller hereby sells and Buyer hereby purchases, on the terms and conditions set forth in this Agreement, the following Automobile, hereinafter called Vehicle, delivery and acceptance of which is acknowledged by Buyer:

Year and model:

No. of cylinders:

Make or trade name:

Body type (If truck, give tonnage):

Model number or series:

Vehicle Identification No.:

Title to the Vehicle shall not pass to Buyer until the indebtedness hereinafter described is paid and satisfied in full.

1. Seller is indebted to (Name and Address of Lender), hereinafter called Lender, under a certain promissory note dated , in the principal amount of $ (the Indebtedness), which is secured by a security interest from Seller to Lender. In consideration of the execution of this Agreement by Seller, Buyer agrees to assume and promises to pay the Indebtedness due and owing from Seller to Lender, such assumption having been agreed to between Seller and Buyer to be part of the consideration for the conveyance as stated above of the Automobile by Seller to Buyer.

2. Creation of Security Interest

For the purpose of securing payment of the obligation under this Agreement, Seller shall have a security interest pursuant to Article 9 of the Uniform Commercial Code of the State of , until such Indebtedness is fully paid.

3. Protection and Use of Vehicle

Buyer shall keep Vehicle free of all taxes, liens and encumbrances, and any sum that may be paid by Seller in release or discharge of the same shall be paid by Buyer on demand of Seller as an additional part of the obligation secured under this Agreement. Buyer shall not use Vehicle illegally, improperly or for hire. Buyer shall not, without Seller's express permission, permanently transfer or otherwise dispose of any interest in this contract or in Vehicle.

4. Damage or Destruction to Vehicle

No loss, damage or destruction of Vehicle, shall release Buyer from his obligation under this Agreement.

5. Registration, Licenses and Taxes

Buyer shall pay for and procure all necessary tags or licenses for Vehicle. Buyer shall pay and bear all federal, state, and local sales, use, excise, personal property, and other taxes and all governmental assessments, fees, and charges imposed on or in connection with the Vehicle.

6. Repair and Maintenance

Buyer shall keep and maintain the Vehicle in good operating condition and working order, and shall make all necessary repairs and replacements to said Vehicle.

7. Fines and Violations of Law

Buyer shall be liable for all fines, parking violations, and any fines imposed by any governmental authority upon the Vehicle or the driver which shall be paid by Buyer. Buyer shall hold Seller harmless from any and all fines, penalties, and forfeitures imposed on account of the operation of the Vehicle in violation of any law or ordinance, together with expenses incurred in connection with the same.

8. Insurance

A. Insurance shall be procured and maintained by Buyer for the Vehicle with insurance companies satisfactory to Seller. Policies are to include the interest of both Seller and Buyer and will provide limits of:

1. $ per person for bodily injury;

2. $ per accident for bodily injury;

3. $ property damage;

4. $ deductible collision; and

5. $ deductible fire and theft (comprehensive).

B. Buyer shall pay any deductible and any amounts not covered by insurance payments.

C. Buyer shall comply with all terms and conditions of the insurance policies. All claims (including claims for bodily injury, property damage, or vehicle damages) are to be reported immediately to both Seller and the insurance company.

9. Indemnification

Buyer shall defend, indemnify, and hold harmless Seller from and against any and all damages, loss, theft, or destruction of any Vehicle and against all losses, liabilities, damages, injuries, claims, demands, costs, and expenses of every kind and nature, including legal fees and disbursements arising out of and in connection with the use, condition, or operation of Vehicle. Buyer agrees to pay any and all costs of repossession together with reasonable attorney's fees and costs that grow out of any suit or suits commenced by Seller under this provision.

10. Operation of Vehicles

A. Buyer shall permit only licensed drivers to operate the Vehicle, and shall require them to operate the Vehicle with reasonable care and diligence.

B. Buyer shall not permit Vehicle to be used in violation of any federal, state, or municipal statutes, laws, ordinances, rules, or regulations, or contrary to the provision of any applicable insurance policy, and Buyer shall indemnify and hold Seller harmless from any and all fines, forfeitures, damages, or penalties resulting from violation of such laws, ordinances, rules, regulations, or any of them.

C. Buyer shall notify Seller immediately of any and all accidents involving Vehicle. Such notice shall be by telephone and in writing and shall include full details of the accident and the names and addresses of all parties and witnesses. Buyer shall keep Seller and the insurer fully informed of all claims, suits, or proceedings arising out of any accident involving Vehicle. Buyer shall forward to insurer and Seller a copy of every demand, notice, summons, or other process received in connection with any and all claims, suits, or other legal proceedings resulting from an accident involving Vehicle.

D. In no event shall the Vehicle be operated by any person under the influence of alcohol or narcotics. Seller shall have the right to cancel this Agreement and to demand that the person operating the Vehicle be forbidden to drive it.

11. Default and Termination

A. If Buyer fails to pay in full on the due date any payment due on the Indebtedness or defaults in the performance of any of the terms, conditions, or covenants contained in this Agreement, Seller shall have the right to take immediate possession of the Vehicle wherever found with or without process of law. Buyer authorizes Seller and his agents to enter on any premises where the Vehicle may be found for the purpose of repossessing the Vehicle, and waives any further interest in the Vehicle and any right of action arising out of such entry and repossession. Seller shall not be liable in damages for any termination pursuant to this paragraph and no termination of this Agreement by Seller or repossession of Vehicle shall in any way relieve Buyer of liability for any sum or sums due or to become due Seller or Lender under this Agreement, or for any damages which Seller shall have sustained as a result of any default by Buyer, including but not limited to the cost of repossession.

B. If upon the termination, cancellation, or breach of this Agreement, Buyer fails or refuses to return the Vehicle to Seller, upon demand by Seller, the failure or refusal to return the Vehicle may be considered as a conversion and treated as a theft of the Vehicle and Seller shall have the right to notify and request the police authorities to recover same as a stolen vehicle.

12. Disclaimer of Warranties

EXCEPT AS PROVIDED IN THIS PARAGRAPH, THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS CONTRACT:

A. There is no implied warranty of merchantability, no implied warranty of fitness for a particular purpose, and no implied warranty otherwise extending beyond the description of Vehicle on the face of this contract.

B. No express warranties and no representations, promises, or statements have been made by Seller with respect to Vehicle unless endorsed on this Agreement.

13. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

14. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred

15. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

The parties have executed this Agreement this the .