Assignment and Bill of Sale

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					Assignment and Bill of Sale
This Assignment and Bill of Sale is between a buyer and seller that formally specifies
the terms and conditions of a sale of personal property. More than just a simple bill of
sale, this agreement requires the seller to assign all of the rights, titles, permits,
licenses, approvals and contracts associated with the personal property being sold.
Customize the information of the parties, the personal property being transferred, the
purchase price and more. This agreement can be used by individuals or small
businesses that want to buy or sell an interest in personal property.
                   ASSIGNMENT AND BILL OF SALE AGREEMENT

THIS ASSIGNMENT AND BILL OF SALE AGREEMENT (hereinafter referred to as the
“Agreement”) is made and entered into as of ______________________, [Instructions: Insert
the date of this agreement] between ____________________________ [Instructions: Insert
the    Seller’s    name]     (hereinafter  referred  to     as the    “Assignor”),     of
_____________________________________________ [Instructions: Insert the Seller’s
address] and ____________________________ [Instructions: Insert the Buyer’s name]
(hereinafter        referred        to        as        the      “Assignee”),          of
_____________________________________________. [Instructions: Insert the Buyer’s
address]

WHEREAS, Assignor is the owner of the personal property assets described in “Exhibit A”
attached hereto and incorporated herein (hereinafter referred to as the “Property”); and

WHEREAS, Assignee wishes to acquire the Property from Assignor pursuant to this
Agreement, and subject to the terms and conditions hereof, Assignor desires to transfer to
Assignee Assignor’s entire right, title and interest in and to the Property.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.       SALE AND ASSIGNMENT OF THE PROPERTY

       a.      Assignor hereby sells, transfers, assigns, delivers, sets over and conveys to
Assignee all of Assignor’s right, title and interest in and to the Property in perpetuity (or for the
longest period of time otherwise permitted by law). The Property sold hereunder is transferred,
assigned, delivered, set over and conveyed on an “as is, where is” basis.

        b.      Along with the Property, Assignor hereby sells, transfers, assigns, delivers, sets
over and conveys to Assignee all right, title and interest of Assignor in and to the following
(collectively, referred to as the “Property Interests”):

              i.       All licenses, permits and authorizations presently issued in connection
with the operation of all or any part of the Property as such Property are presently being
operated, to the extent such may be transferred under applicable law;

             ii.       All contract rights, licenses, permits, approvals, utility contracts, telephone
exchange numbers, advertising materials, plan and specifications, drawings, surveys,
governmental approvals and development rights and all warranties and guaranties (if any) issued
to or held by Assignor by any manufacturer, supplier, contractor, subcontractor or materialman
in connection with the construction or installation of any improvements on the Property or the
equipment or fixtures included as part of the Property or the maintenance of the Property, to the
extent such are assignable; and




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            iii.       All trade names and general intangibles relating to the Property, to the
extent such are assignable.

2.       FURTHER ASSURANCES

Upon request by Assignee, Assignor shall execute and deliver such further instruments and take
such further actions as may be necessary to evidence more fully the transfer to Assignee of
ownership of the Property and the Property Interests relating thereto.

3.       CONSIDERATION

In consideration of Assignor’s transfer of right, title and interest in and to the Property and the
Property Interests relating thereto, Assignee shall pay to Assignee the sum of ___________
Dollars ($_____) [Instructions: Insert the purchase price] promptly upon execution hereof.

4.       WARRANTIES

Assignor represents and warrants that: (a) Assignor is the owner of the Property and the Property
Interests relating thereto; (b) to the knowledge of Assignor, the Property as heretofore used by
Assignor, does not infringe the rights of any other person or business entity; (c) to the knowledge
of Assignor, no claim of infringement or violation has been threatened or asserted with respect to
the Property and no such claim is pending with respect to the Property; and (d) Assignor has not
entered into any agreement, license, release or order that restricts the right of Assignor or
Assignee to use the Property in any way.

5.       PROTECTION AND DEFENSE

Assignor shall indemnify and hold harmless Assignee from and against any damage or liability,
including reasonable attorneys' fees and legal expenses actually incurred and paid by Assignee
for or on account of any charge, claim, suit or proceeding that alleges or is based upon any claim
of any prior infringement by Assignor of the rights of any third party resulting from Assignor's
use of the Property and the Property Interests relating thereto. Assignee shall give Assignor
prompt notice of any such claim and Assignor shall have the right, at its own expense, to
participate in the defense thereof with legal counsel of its choice. Assignor's decisions in all
such matters shall be final so long as the decisions do not involve or adversely affect Assignee or
its licensees, and Assignor shall retain the right to control or resume control of the litigation at
any time.

6.       MISCELLANEOUS

       a.     This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.




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       b.       In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.

         c.     Any modification to this Agreement must be in writing and signed by the parties
or it shall have no effect and shall be void.

        d.      No party shall be deemed in breach of any provision hereunder unless such party
shall have failed to cure such breach within ______________________ [Instructions: Insert the
amount of time a party has to cure a breach under this agreement. e.g. 30 days] after
receiving notice from the other party advising such party of such breach and requesting that it be
cured.

        e.     This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.

       f.      No failure by either party to pursue any remedy resulting from a breach of any
provision of this Agreement by the other party shall be construed as a waiver of that breach or as
a waiver of any subsequent or other breach unless such waiver is in writing and signed by an
authorized representative of the non-breaching party.

         g.    This Agreement shall be governed in accordance with the laws of the State of
_______________________________, [Instructions: Insert the state’s laws that will govern
this agreement] applicable to agreements to be wholly performed therein, without giving effect
to its laws governing conflict of laws.


IN WITNESS WHEREOF, this Agreement has been signed and delivered by and on behalf of
the parties hereto as of the date first set forth above.


ASSIGNOR:                                                        ASSIGNEE:



__________________________                                       __________________________




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                                                    EXHIBIT A

                                                    PROPERTY



[Instructions: Insert all of the personal property that will be sold and transferred to the
Buyer under this agreement]




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DOCUMENT INFO
Description: This Assignment and Bill of Sale is between a buyer and seller that formally specifies the terms and conditions of a sale of personal property. More than just a simple bill of sale, this agreement requires the seller to assign all of the rights, titles, permits, licenses, approvals and contracts associated with the personal property being sold. Customize the information of the parties, the personal property being transferred, the purchase price and more. This agreement can be used by individuals or small businesses that want to buy or sell an interest in personal property.