Fill and Sign the Title Owns Form

Agreement for Sale of all Right, Title and Interest in Limited Liability Company which Owns and Operates a Website Design and Hosting Business along with Assignment of Membership Units Agreement made on the _____ day of ____________, 20_____, between ______________________ (Name off Owner of all Membership Units) of _________ ______________________________________________________________ (street address, city, county, state, zip code) , hereafter referred to herein as Seller , and ___________________ (Name of Buyer) of __________________________________ ________________________________________ (street address, city, county, state, zip code) , hereafter referred to as Buyer . Whereas, Seller represents that he is the sole member of __________________ (Name of LLC) , a limited liability company organized and existing under the laws of the State of ________________ with its principal office located at _____________________ ___________________________________________________ (street address, city, county, state, zip code) and hereinafter referred to as LLC ; and Whereas, Buyer desires to buy, and Seller desires to sell, all of Seller’s rights, title and interest in and to LLC; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Distribution of Property Sold Seller agree to sell to Buyer and Buyer agrees to purchase from Seller at the price and under the terms and conditions set forth in this Agreement, all of Seller’s rights, title and interest in and to LLC, including all of his rights to any membership unit in said LLC. The property owned by LLC, hereinafter called the Property , includes, but is not limited to, the following: A. The Trade Name (describe) ___________________________________ ________________________________________________________________ ; B. The Customer List of LLC; C. The Intellectual Property of LLC; and D. The Domain Name ___________________________ (name of domain) . 2. Consideration Buyer shall pay Seller the sum of $_____________ for his interests in LLC. 3. Closing of Sale Closing of this sale and purchase shall take place on or before the ____ day of ______________, 20_____. The time for closing may be extended by the Buyer ____________ (once) for an additional period of ______days and by the Seller ____________ (once) for an additional period of ______days. All costs of closing (including document preparation and attorney’s fees) shall be paid (e.g., equally) ____________ by Buyer and Seller as of the date of closing. Seller will transfer his membership interest in the LLC pursuant to and 4. Warranties and Representations of Seller Seller warrants, represents, and agrees to and with Buyer as follows: A. Seller is the only member of LLC; B. Title of Seller to his 100% ownership of LLC as the only members of LLC is free of any lien charge or encumbrances, and Buyer, on the closing date , will receive good and absolute title to 100% ownership of LLC as sole member of LLC , free of any liens, charges, or encumbrances on it. C. Title of LLC to the Property is free of any lien charge or encumbrances, and shall be free of any liens, charges, or encumbrances on said property at closing. D. LLC is a limited liability company organized and existing under the laws of the State of ____________ with its principal office located at ______________ __________________________________________________ (street address, city, county, state, zip code) , and is in good standing under the laws of that State. E. There are no undisclosed or contingent liabilities of LLC . If any such undisclosed or contingent liabilities subsequently arise applicable in whole or in part to a ______ (number) day period prior to the closing date, Buyer shall give Seller written notice of them. Seller shall then, within ______ (number) days following receipt of the notice, discharge the liabilities or undertake to defend and hold Buyer free and harmless from them and shall so notify Buyer. On the failure of Seller after such notice to discharge or undertake to defend against any liability or liabilities within the time specified, Buyer may declare this Agreement to be null and void. F. There is no litigation pending against LLC at the present time. G. All tax returns required to be made by LLC have been properly prepared, issued, and duly filed pursuant to applicable laws and regulations. H. LLC has not violated any federal, state, or municipal law, statute, rule, or regulation required to be observed or performed by LLC. 5. Indemnity Without in any way limiting or diminishing the warranties, representations, or covenants contained in this Agreement, or the rights or remedies available to Buyer for the breach of this Agreement, Seller agrees to hold Buyer harmless from and against all loss, liability, damages, or expenses arising out of any claims, demands, penalties, fines, taxes, or other loss resulting directly or indirectly from the assertion against LLC of claims by any government, corporation, partnership, entity, or person arising before the closing date and not fully disclosed in or not specifically excepted by the provisions of this Agreement. 6. Waiver of Transfer Restrictions LLC, by its signature hereon, and Seller waive any and all preemptive rights and restrictions on the sale and transfer of this 100% interest in LLC. 7 . Ordinary Course of Business A. Until the closing, the business of LLC shall be conducted only in the ordinary course. Except with the consent of Buyer, no contract or commitment, including leases of real or personal property, shall be entered into by or on behalf of Seller or LLC involving an amount in excess of $____________ . No assets, the cost of which is in excess of $_____________, shall be purchased by Seller or LLC . B. Seller will use his best efforts to preserve LLC’s business organization intact, keep available to LLC the services of its present employees, and preserve the goodwill of LLC's suppliers, customers, and others having business relations with it. Seller is not responsible if and of LLC’s suppliers, customers, and others having business relations with it, should discontinue their relationship with LLC after this sale. 8. ____________________ (Name of Seller) does hereby convey and quitclaim all of his rights, title to and interest in said Property to Buyer . 9. Warranties of Buyer Seller shall assume services for my existing clients by providing website hosting and website updates. 10. Continuing Warranties The warranties and representations in this Agreement shall be continuing and shall survive the assignment by Seller and the receipt by Buyer of the 100% interest in LLC. 11. Miscellaneous Agreements between Seller and Buyer A. Seller agrees: 1. To assist in training Buyer through the remainder of 20____; 2. To do website hosting for Seller ; 3. To provide documentation on how this type of business is run including how to get a domain name, how to bill customers, and where to purchase hosting, B. Buyer agrees to pay Seller $________ per hour for the services mentioned above. If a client needs for Seller to make changes to the website and Buyer wants him to do it, Seller agrees to provide such services for $50 per hour. Such payments shall be made on the _____ day of each month. 12. Attorney Fees If it is necessary for any one of the parties to bring any action to enforce any of the terms and covenants of this Agreement, it is agreed that the prevailing party shall be entitled to a reasonable attorney fee to be set by the court or arbiter. 13. Binding Effect Except as otherwise provided, this Agreement shall be binding on and inure to the benefit of, and be enforceable by, the heirs, assigns, and legal representatives of the parties, provided that no assignment of this Agreement or any interest in it shall be valid without the prior written consent of Seller. 14. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. __________________________ _______________________ (Name of Seller), Individually & (Name of Buyer) of LLC as Member of Acme, LLC