Legal BPSA Agreement

LEGAL BPSA AGREEMENT

This Business Purchase and Sale Agreement (the Agreement) is made and entered into this day: month: year: by and between Seller Name: and Buyer Name: .

RECITALS

WHEREAS, Seller conducts a business described as: (the Business), and owns certain assets, contracts and goodwill used in connection with the Business;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the assets of the Business or all membership interests as set forth in this Agreement, subject to the terms and conditions contained herein; and

WHEREAS, the parties intend to set forth the terms and conditions of the purchase and sale, the allocation of purchase price, the manner of closing, and certain post-closing covenants and indemnities.

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

1. DEFINITIONS

1.1 Defined Terms. For the purposes of this Agreement, the following capitalized terms have the meanings set forth below. "Closing" means the consummation of the transactions described in Section 3. "Closing Date" means the date on which the Closing occurs as set forth in Section 3. "Excluded Liabilities" means those liabilities specifically identified as retained by Seller in Schedule A below.

2. PURCHASE AND SALE

2.1 Assets to be Sold. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase and assume from Seller, all of Seller's right, title and interest in and to the assets of the Business (the Purchased Assets), including but not limited to inventory, equipment, intellectual property listed on Schedule B, customer lists, and goodwill, except for the Excluded Assets set forth on Schedule C.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The aggregate purchase price for the Purchased Assets (the Purchase Price) shall be $ payable as set forth in Section 3.2.

3.2 Payment at Closing. At the Closing, Buyer shall deliver to Seller (a) cash in the amount of $, (b) a promissory note in the principal amount of $ with the terms set forth in Schedule D, and (c) other consideration as agreed in writing.

4. CLOSING

4.1 Closing Date and Location. The Closing shall take place on the date that is: day month year at the offices mutually agreed by the parties or by exchange of documents in escrow consistent with this Agreement.

4.2 Deliveries at Closing. At the Closing, Seller shall deliver to Buyer assignments, bills of sale, certificates of title, resignations of officers as required, and such other instruments reasonably necessary to transfer the Purchased Assets free and clear of liens, except for Permitted Encumbrances. Buyer shall deliver the Purchase Price and assume the Assumed Liabilities as provided herein.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Buyer that, as of the date of this Agreement and as of the Closing: (a) Seller is the sole legal and beneficial owner of the Purchased Assets; (b) Seller has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (c) there are no actions, suits, claims or proceedings pending or, to Seller's knowledge, threatened against Seller that would reasonably be expected to adversely affect the Purchased Assets; and (d) the financial statements provided to Buyer fairly present the financial condition of the Business as of their respective dates.

5.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement and has sufficient funds or financing commitments to satisfy the Purchase Price and other obligations at Closing.

6. COVENANTS

6.1 Conduct of Business Prior to Closing. From the date of this Agreement until the Closing, Seller shall operate the Business in the ordinary course and shall not, without Buyer’s prior written consent, enter into any material contract, incur any material obligation or dispose of material assets other than in the ordinary course of business.

6.2 Access and Due Diligence. Seller shall provide Buyer and its representatives reasonable access to relevant books, records, personnel and facilities for the purposes of due diligence and shall promptly respond to reasonable information requests.

7. CONDITIONS TO CLOSING

7.1 Conditions to Each Party's Obligation. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the party entitled to the benefit thereof) of customary closing conditions, including: (a) the accuracy of the other party’s representations and warranties as of the Closing Date; (b) performance by the other party of its covenants required to be performed prior to Closing; (c) the absence of any governmental injunction or order preventing consummation; and (d) delivery of all required certificates, instruments and approvals.

8. INDEMNIFICATION

8.1 Survival. The representations, warranties and covenants of the parties shall survive the Closing for a period of (the Survival Period) except for fraud, which shall survive indefinitely.

8.2 Indemnification by Seller. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any Losses arising out of (a) any breach of Seller's representations or warranties hereunder, (b) liabilities not expressly assumed by Buyer, and (c) liabilities arising from Seller's operation of the Business prior to the Closing, subject to the limitations set forth in Schedule E.

9. TAX MATTERS

9.1 Allocation of Purchase Price. The parties shall allocate the Purchase Price among the Purchased Assets for tax purposes in accordance with an allocation schedule to be agreed prior to Closing (the Allocation Schedule). Absent agreement, the parties shall allocate as reasonably determined by Buyer.

10. EMPLOYEES

10.1 Employees. The parties shall identify employees to be offered employment by Buyer on Schedule F. Buyer shall have sole discretion to offer employment; any continuing employment shall be on terms determined by Buyer. Seller shall be responsible for accrued obligations and wages due prior to the Closing, unless otherwise agreed in writing.

11. CONFIDENTIALITY

11.1 Confidential Information. Each party shall keep confidential all non-public information disclosed by the other party in connection with the negotiation and performance of this Agreement and shall not use such information except to perform its obligations hereunder. This Section does not apply to information that is or becomes public other than through a breach of this Section.

12. NON-COMPETE

12.1 Covenant. For a period of following the Closing, Seller shall not directly or indirectly engage in any business in the Territory described as: in competition with the Business, subject to customary carve-outs for passive investments.

13. NOTICES

13.1 Method. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may specify by notice to the other parties.

14. MISCELLANEOUS

14.1 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.

14.2 Entire Agreement. This Agreement, including the Schedules and Exhibits hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings and negotiations.

14.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

14.4 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

14.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

EXECUTION

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first written above.

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