Sale of Goodwill

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					A Sale of Goodwill Agreement is an agreement between a seller and a purchaser,
whereby the purchaser acquires the goodwill of a business, such as its name, customer
lists or reputation. This Agreement specifies the price of the agreement, the closing
date, and the representation and warranties of each party. This document contains
numerous standard provisions that are commonly included in these types of
agreements, and may be customized to fit the specific needs of the contracting parties.
This Agreement should be used by small businesses or other entities that want to
purchase or sell the goodwill associated with a business.
                    SALE OF GOODWILL AGREEMENT

       This Sale of Goodwill Agreement (this “Agreement”) is hereby made and entered into on
this _____ day of _____________, 20_____ by and between ___________________
(“Purchaser”) and __________________ (“Vendor”) (collectively the “Parties”).

       WHEREAS, Vendor owns the business known as _______________ (the “Business”)
and all business relationships, trade secrets, knowledge, and other information relating thereto
(the “Goodwill”) in connection with the Business and will continue to own the Business and the
Goodwill on the Closing Date (the “Closing Date”); and

       WHEREAS, Purchaser wishes to purchase and acquire the Goodwill of the Business
from Vendor and Vendor wishes to sell the Goodwill of the Business to Purchaser on the terms
and conditions as set forth herein.

       NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties hereby agree as follows:

I.     PAYMENT OF PURCHASE PRICE

       A.      Vendor hereby agrees to sell, assign, convey, deliver, and transfer to Purchaser at
the Closing Date the Goodwill of the Business, including but not limited to all of Vendor’s rights
and benefits associated with same.

      B.    Purchaser hereby agrees to pay to Vendor on the Closing Date the sum of
______________ dollars ($________) (the “Purchase Price”).

       C.     Vendor and Purchaser hereby agree that the Purchase Price shall be paid to
Vendor by Purchaser by way of certified check, bank draft, direct deposit, or wire transfer, or by
such other means as Vendor and Purchaser may agree in writing.

II.    CLOSING

        A.      Closing of the sale and purchase of Goodwill (the “Closing”) shall take place on
___________ [Comment: insert time] at the offices of ___________________________ located
at ___________________ on or before the _______ day of ________________, 20________, or
at such other place and date as the Parties hereto may agree in writing.

       B.      At Closing, Vendor shall deliver clear and marketable title of the Goodwill to
Purchaser.

       C.      At the Closing, Purchaser shall pay to Vendor any and all amounts due and owing
to Vendor for the purchase of the Goodwill and shall execute any and all further documents that
may be necessary to finalize this Agreement.


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III.   REPRESENTATIONS AND WARRANTIES OF VENDOR

       A.      Vendor hereby represents and warrants to Purchaser as follows:

                1.  On the date of this Agreement and on the Closing Date, the Goodwill is
owned and will be owned by Vendor, free and clear of any and all liens, encumbrances, and
security interests;

              2.      Vendor shall have full legal right and power to enter into this Agreement
with Purchaser and to sell, assign, and transfer the Goodwill to Purchaser on the Closing Date;

              3.      Vendor is a __________ operating under the laws of the State of
_____________ and is duly constituted, validly subsisting, and in good standing under such laws.
Vendor has the full capacity, power, and absolute authority and is qualified to own and dispose of
the Goodwill and to carry on the Business as presently carried on by it;

                4.    Execution and delivery of this Agreement by Vendor and the performance
of its obligations contemplated hereunder has been authorized by a duly appointed officer of
Vendor, and this Agreement forms a legal, valid, and binding obligation upon Vendor,
enforceable against it, in accordance with the terms of this Agreement and subject to any
bankruptcy or insolvency proceedings.

        B.      The representations and warranties made by Vendor contained herein or in any other
agreement, document, instrument, or certificate delivered pursuant to this Agreement will, unless
otherwise indicated in this Agreement, survive the Closing Date for a period of ________________
years/days/weeks/months from the Closing Date, and notwithstanding the Closing Date and any
investigation or inquiry made by or on behalf of Purchaser or any other person, or any knowledge of
Purchaser or any other person, shall continue in full force and effect for the benefit of Purchaser,
after which time Vendor shall be released from all obligations in respect of such representations and
warranties except with respect to any claims asserted by Purchaser in writing (setting forth, in
reasonable detail, the nature of each claim and the approximate amount of same) prior to the
expiration of such period. There shall be no time limit on the representations and warranties of
Vendor set out in this Agreement relating to the constitution and power of Vendor, the due
authorization of this Agreement by Vendor, the enforceability of Vendor’s obligations under this
Agreement, and/or to the title of any person to any Goodwill.

IV.    REPRESENTATIONS AND WARRANTIES OF PURCHASER

       A.      Purchaser hereby represents and warrants to Vendor as follows:

             1.      Purchaser is a ___________ operating under the laws of the State of
__________ and is duly constituted, validly subsisting, and in good standing under such laws;




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               2.     Execution by Purchaser of this Agreement and the performance of its
obligations hereunder will not violate or result in a breach of or constitute a default under any
material agreement to which Purchaser is a party or by which it or its assets are bound; and

               3.      Execution and delivery of this Agreement by Purchaser and the performance
of the transaction contemplated herein have been duly and validly authorized by an appointed
officer of Purchaser, and this Agreement forms a legal, valid, and binding obligation of Purchaser,
enforceable against it, in accordance with the terms of this Agreement and subject to any
bankruptcy or insolvency proceedings.

        B.      The representations and warranties made by Purchaser contained in this Agreement
or contained in any other agreement, document, instrument, or certificate delivered pursuant to this
Agreement will, unless otherwise indicated in this Agreement, survive Closing for a period of
_________________ years/days/weeks/months from the Closing Date, and notwithstanding the
Closing Date, shall continue in full force and effect for the benefit of Vendor, after which time
Purchaser shall be released from all obligations in respect of such representations and warranties
except with respect to any claims asserted by Vendor in writing (setting forth in reasonable detail
the nature of each claim and the appropriate amount of same) prior to the expiration of such period.
There shall be no time limit on the representations and warranties of Purchaser set out in this
Agreement relating to the incorporation of Purchaser, the due authorization of this Agreement by
Purchaser, and/or the enforceability of Purchaser’s obligations under this Agreement.

V.     CONFIDENTIALITY

        Vendor and Purchaser hereby agree not to disclose any information contained herein to
any third party, use any confidential information disclosed thereto except as expressly permitted
under this Agreement, and that Vendor and Purchaser will take all reasonable measures and
actions to maintain the confidential information in the possession or control of each.

VI.    INDEMNIFICATION

        A.      Each Party (“Indemnifier”) agrees to indemnify, defend, and hold the other Party
(“Indemnified Party”) and its respective officers, employees, agents, and representatives
harmless in respect of any claim, loss, cost, expense, liability, fine, penalty, interest, payment,
and/or damage (including attorney and other professional fees and disbursements) (collectively
referred to as a “Claim”) directly or indirectly incurred by or asserted against the Indemnified
Party relating to, arising out of, resulting from or in any way connected with:

               1.     Any breach of, or any incorrectness in, any of the representations and
warranties made by Indemnifier under this Agreement or under any other agreement, certificate,
or instrument executed and delivered pursuant to this Agreement;

                2.     Any breach or non-fulfillment of any agreement on the part of Indemnifier
under this Agreement or under any other agreement, certificate, or instrument executed and
delivered pursuant to this Agreement, including any construction contracts, including the failure
on the part of Indemnifier to make any payment when due hereunder or thereunder.



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        B.     Vendor and Purchaser agree to indemnify, defend, and hold their respective
officers, employees, agents, and representatives harmless in respect of any Claim directly or
indirectly incurred by or asserted against Vendor or Purchaser relating to, or arising from, or in
any way connected with this Agreement.

VII.   DISPUTE RESOLUTION

        The Parties hereby commit to good faith negotiations for a period of _______ (___) days
from the date of notice, by one Party to another, that there is a dispute between the Parties arising
out of or relating to the validity, construction, meaning, performance, or effect of this Agreement
or the rights and liabilities of the Parties hereto with respect to same (the “Dispute”), prior to
referring the dispute to arbitration. If after the _______ (___) day negotiation period, the
Dispute persists, the Dispute shall be determined by arbitration pursuant to the Arbitrations Act
_______________ [Comment: insert Act or Statute applicable], by a panel of three (3)
arbitrators, one to be appointed by each disputing Party within ________ (___) business days
after the end of such _______ (____) day negotiation period, and a third to be appointed within
_________ (___) business days thereafter by the two arbitrators appointed by the Parties. If one
of the Parties fails to appoint its arbitrator within such ____________ (____) business day
period, the arbitrator that has been appointed shall conduct the arbitration with no right of the
other Party to subsequently appoint its own arbitrator. The award rendered by the arbitrator or
arbitrators shall be final, binding, and not subject to appeal. The arbitrator or arbitrators shall be
empowered to determine all questions of law and fact, shall have all powers of the Arbitration
Act _______________ [Comment: insert Act or Statute applicable] and may grant interim
injunctive relief. The prevailing Party shall be entitled as part of the arbitration award to the
reasonable costs and expenses (including legal fees and disbursements) of investigating,
preparing, and pursuing such claim or defense, and the Party enforcing an award shall be entitled
to reasonable costs and expenses (including legal fees and disbursements) incurred in connection
therewith.

VIII. NOTICES

         A.      Any notice, certificate, consent, determination, or other communication required
or permitted to be given or made under this Agreement shall be in writing and shall be
effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail,
or (iii) sent prepaid by fax or other similar means of electronic communication, in each case to
the following addresses:

Vendor:
               ________________________
               ________________________
               Facsimile: (_____) ________

With a copy to:
              ________________________ (Attorney)
              ________________________



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               Attention: ________________
               Facsimile: (_____) _________

Purchaser:
               ________________________
               ________________________
               Attention: _______________
               Facsimile: (___) __________

With a copy to:
              ________________________ (Attorney)
              ________________________
              Attention: ________________
              Facsimile: (_____) _________

       B.      Any such communication so given or made shall be deemed to have been given,
made, and received on the day of delivery if delivered, or on the day of faxing or sending by
other means of recorded electronic communication, provided that such day, in either event, is a
business day and the communication is so delivered, faxed, or sent prior to 4:30 p.m. on such
day. Otherwise, such communication shall be deemed to have been given, made, and received on
the next following business day. Any such communication sent by mail shall be deemed to have
been given, made, and received on the ____ business day following the mailing thereof;
provided, however, that no such communication shall be mailed during any actual or
apprehended disruption of postal services. Any such communication given or made in any other
manner shall be deemed to have been given, made, and received only upon actual receipt.

        C.      Any Party may from time to time change its address under this section by notice
to the other Parties given in the manner provided by this section.

IX.    GENERAL PROVISIONS

       A.      Except as otherwise set forth herein, the Parties shall be responsible for their own
legal and other expenses incurred in connection with the negotiation, preparation, execution,
delivery, and performance of this Agreement.

       B.      Vendor hereby agrees to cooperate and assist Purchaser on and after the Closing
Date in connection with any actions, proceedings, arrangements, or disputes of any nature in
respect to matters pertaining to the period prior to the Closing Date, will take or cause to be
taken any and all such further action, and will execute and deliver such further documents and
instruments as Purchaser may reasonably request.

       C.     This Agreement and all of the terms and conditions contained herein may be
assigned by Purchaser provided that Purchaser provides written notice of such assignment to
Vendor within ___________ (___) days of the Closing Date.




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       D.     This Agreement shall inure to the benefit of, and be binding upon, each of Vendor
and Purchaser, and their respective successors and permitted assigns.

        E.     This Agreement (together with all other agreements or documents executed by
Vendor and Purchaser as may be contemplated by this Agreement) constitutes the entire
agreement between Vendor and Purchaser pertaining to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations, and discussions, whether oral or written
including, without limitation, any confidentiality agreements that may have been entered into
between Vendor and Purchaser prior to the date first set forth herein.

        F.      Any provision of this Agreement which, as it may relate to Vendor or Purchaser,
is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to
the extent of such prohibition or unenforceability and shall be severed from the balance of this
Agreement, all without affecting the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.

        G.     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be deemed to constitute
one and the same instrument. Counterparts may be executed either in original or faxed form and
the parties adopt any signatures received by a receiving fax machine as original signatures of the
parties; provided, however, that any party providing its signature in such manner shall promptly
forward to the other party an original of the signed copy of this Agreement so faxed.

       H.       This Agreement shall be governed by and construed in accordance with the laws
of the State of ________________ and the laws of __________ [Comment: enter country]
applicable in that State.

        IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date
first above written.

                             [SIGNATURE PAGE TO FOLLOW]




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                           VENDOR
                           Per:


                           Name:
                           Title:
                           I have authority to bind Vendor.

                           PURCHASER
                           Per:


                           Name:
                           Title:
                           I have authority to bind Purchaser.




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DOCUMENT INFO
Description: A Sale of Goodwill Agreement is an agreement between a seller and a purchaser, whereby the purchaser acquires the goodwill of a business, such as its name, customer lists or reputation. This Agreement specifies the price of the agreement, the closing date, and the representation and warranties of each party. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This Agreement should be used by small businesses or other entities that want to purchase or sell the goodwill associated with a business.