This Agreement to Sell Land is used when a seller agrees to sell land to a buyer. This
document includes general information and instructions on how to use the Agreement to
Sell Land template. The agreement contains the material terms and conditions of the
sale including a legal description of the land, the purchase price, and seller's covenants
and warranties. It contains numerous standard provisions that are commonly included
in these types of agreements, and may be tailored to address the specific needs of the
contracting parties. This document should be used by buyers and sellers of land.
AGREEMENT TO SELL LAND
This Agreement to Sell Land (the “Agreement”) is hereby entered into on this
____________ day of ________, ___________ (the “Effective Date”) by and between
_____________ (“Buyer”) and __________________ (“Seller”).
The Parties hereto, intending to be legally bound, hereby agree as follows:
1. Property Details
Seller hereby agrees to sell the parcel of land located at ______________________ and
more particularly described in Schedule “A” attached hereto (the “Property”) to Buyer and Buyer
agrees purchase same from Seller.
2. Purchase Price, Financing, and Earnest Money
2.1 Purchase Price
Buyer shall pay to Seller the purchase price of ____________________________ dollars
($__) in the following manner:
a. The Earnest Money amount of _______ ($__) shall be paid at the time of the
Effective Date set forth herein and above.
b. The balance of the Purchase Price shall be paid (subject to pro-ratings and closing
adjustments) by cash at the time of Buyer’s acceptance of title, subject to the following
Continuing Mortgages: ___________________ [Any other if applicable]
2.2 Earnest Money
The Earnest Money shall will be paid in the manner described above, and shall be held by
______________ (“Holder”) for the benefit of Buyer and Seller.
a. Holder will hold any cash as specified until Closing or the earlier termination of
this Agreement and will pay over or apply the cash and deliver it and any other deposits made in
accordance with the terms of this Agreement.
b. Use of Deposited Funds
i. If Closing occurs as scheduled, any cash that is so held by Holder shall be
paid by Holder to Seller, and any earnings thereon shall be paid to Buyer. A deposit made in a
form other than cash will be treated as cash unless otherwise specified.
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ii. If Closing does not occur as scheduled:
(a). Upon receipt of a notice from a Party demanding delivery of the
Earnest Money, Holder shall notify the other Party of such a notice. If Holder does not receive a
written objection to the delivery demand from the other Party within ___ (__) business days after
the date upon which Holder gave such notice, Holder is authorized to deliver the deposit to the
demanding Party. If Holder receives an objection within the notice period or if for any other
reason Holder, in good faith, elects not to deliver the deposit, Holder shall continue to hold the
deposit until otherwise instructed by either the Parties themselves or the final judgment of a court
of law or equity.
(b). Any earnings on the Earnest Money will be paid to the Party
entitled to the Earnest Money and such Party shall pay any income tax thereon.
3. Title Insurance and Condition of Title
3.1 Title Commitment.
Promptly after the Effective Date, Buyer shall apply for issuance by a Title Insurer of a
commitment for an owner’s title insurance policy in the same amount as the Purchase Price that
includes a zoning endorsement insuring Buyer that the existing structures on and the present use
of the Property do not violate any zoning laws, regulations, and ordinances and covering title to
the Property on or after the Date of Execution.
3.2 Upon receipt of the title insurance commitment, Buyer shall promptly furnish a copy of
same to Seller’s attorney. Seller will use its best efforts to ensure that the commitment complies
with the condition of title specified in Section 3.3 herein and below within ___ (___) days after
Seller receives a copy of same and upon the expiration of any written loan commitment of
Buyer’s lender delivered to Buyer prior to the scheduled date of Closing. Seller shall pay for the
title insurance commitment and the resulting owner’s title policy.
3.3 Condition of Title
Seller shall use best efforts to convey, and Buyer will accept if tendered, fee simple title
to the Property in accordance with the terms of this Agreement, subject only to Permitted
Exceptions set forth in Schedule B, matters that are insured against pursuant to section 12. 4-b,
and (c) any other matters as to which both (i) Title Insurer is willing, without additional
premium, to insure by endorsement and (ii) Buyer’s Lender, if any, will accept, except that if
such acceptance by Buyer’s Lender is unreasonably withheld or delayed, the acceptance will be
deemed to have been given.
4. Inspection, Due Diligence, and Termination
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4.1 Information Regarding the Premises
Within ___ (__) days from the Date of Execution, Seller will make available to Buyer for
inspection and copying, documents such as leases and tenancy agreements, and other documents
such as building plans and specifications. Seller shall also provide those operating statements
and balance sheets for the current fiscal year and for the immediately preceding fiscal year that
are in the possession or control of Seller and relate to the Premises.
4.2 Inspection of the Premises
Within ___ (__) days after the Date of Execution, Buyer may inspect the Premises and
obtain soil environmental reports of the Premises, all subject to the rights of any tenants. Seller
will use best efforts to obtain any necessary consent from tenants.
4.3 Buyer’s Election to Terminate
Buyer may terminate this Agreement by notice to Seller at any time prior to ___ (__)
days after expiration of the time period provided for by section 4.2 above if Buyer has not made
available, Buyer has not been able to inspect the Premises and obtain soil and environmental
report of the Premises, or Buyer is dissatisfied with any matters disclosed by such documents,
inspections, or tests.
4.4 Acceptance of the Premises
If Buyer does not elect to terminate this Agreement pursuant to section 4.3, Seller shall
deliver to Buyer and Buyer shall accept the Premises “as is” at closing as of the Date of
Execution, except for normal wear and tear, and matters described in section 10 below, but
Buyer shall have the benefit of any representations and warranties made by Seller relating to the
5. Continuing Mortgage
5.1 Due-on-Sale Provision
If a mortgage that encumbered the Premises before the Date of Execution exists
(“Continuing Mortgage”) or a note secured thereby contains a Due-on-Sale Provision (that either
prohibits or restricts conveyance or encumbrance of the Property or any part thereof without the
prior consent of the Mortgagee or enables the Mortgagee to accelerate payment of the
indebtedness), the following provisions shall apply:
a. Seller shall, will within __ (___) days after the Date of Execution, request that the
Mortgagee consent to sale of the Premises pursuant to this Agreement. Seller and Buyer will
furnish the Mortgagee with all information as may reasonably be required in connection with
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such request and will cooperate with each other to procure such consent from Mortgagee, but
neither will be required to make any payment to obtain the consent.
b. If: (i) Mortgagee fails or refuses to consent in writing on or before ______; (ii)
Mortgagee requires that a consideration be paid and neither Seller nor Buyer is willing to pay the
consideration as a condition of the consent; or (iii) the terms of the Continuing Mortgage are
changed and Buyer is unwilling to accept the changes, then Buyer may terminate this
Agreement, and if Seller has continuing personal liability under a Continuing Mortgage, Seller
may terminate this Agreement.
c. If this Agreement is terminated pursuant to section 5.1-b, section 16.3 will apply.
6. Seller’s Covenants
Seller covenants that:
6.1 Seller will comply with all provisions of any Continuing Mortgage and will timely make
all payments required thereunder. Seller shall not attempt to amend, supplement, or prepay any
6.2 Seller will not amend any Service Agreement or enter into any new Service Agreement
unless the same is terminated without penalty by the then owner of the Premises.
6.3 Seller will maintain in full force and effect until Closing the insurance policies for
______________________________________________(Mention the insurance policies Seller
shall maintain), which are set forth in Schedule “C” attached hereto. Seller will renew or replace
any policy that expires before Closing with a policy having a term of not more than one year.
6.4 Seller will remove the fixtures, equipment, and personal property included in the sale
from the Property only if replaced with similar items of at least equal quality prior to Closing.
6.5 Seller will not settle, or otherwise compromise any protest or reduction proceeding
affecting Property taxes assessed against the Property for the tax year in which the Closing is to
occur or any subsequent tax year without the prior consent of Buyer, which consent will not be
unreasonably delayed or withheld.
6.6 Seller will allow Buyer, with reasonable prior notice, access to the Premises (subject to
the rights of any tenants) and to the documents required to be delivered under this Agreement.
Seller will make all tenant files and records reasonably available to Buyer for copying.
6.7 Between the Date of Execution and Closing, Seller will not, without the prior consent of
Buyer, which shall not be unreasonably withheld, amend, renew, extend any lease or tenancy
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agreement effective on the Date of Execution, terminate same except by reason of a default by
the tenant, or grant any abatements of rent for any period following Closing.
6.8 Seller will not apply any part of a security deposit of a tenant unless the tenant has
vacated the Premises, it is used as reimbursement for money spent in repairing damage, or for
paying operating expenses for which the tenant is responsible.
[Add more if applicable]
7. Seller’s Warranties
Seller makes the following warranties to Buyer. Seller’s liability under the warranties
shall survive any termination of this Agreement.
7.1 Title to the Land and Seller’s interest in the Property are set forth in Schedule “A”
attached hereto. Seller has full legal and corporate authority to enter into and perform this
7.2 If the Property is encumbered by one or more Continuing Mortgages, and Seller has not
received written notice of any breach or default , then no breach, if has occurred. Copies of
Seller’s rights and obligations under a Continuing Mortgage furnished under this Agreement are
true and original and have not been modified except as shown in the copies.
7.3 Seller has provided to Buyer true copies of all leases, and all information concerning any
leases and tenancies, set forth in Schedule “D” attached hereto, is accurate, excepting those
matters in Schedule “D” that have been set forth.
a. All of the Leases are in full force and effect,
b. All rents are being collected on a current basis and there are no arrears in excess
of one month,
c. Seller has not given oral or written notice to any tenant claiming that the tenant is
in default that remains uncured.
d. Seller has not received oral or written notice from any tenant claiming that Seller
is in default that remains uncured,
e. No action or proceeding instituted against Seller by any tenant is pending in any
court, except with respect to claims involving personal injury or property damage that are
covered by insurance,
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f. There are no security deposits other than those set forth in Schedule “E” attached
g. No Lease has been modified, amended, or extended, and no renewal or extension
option has been granted, to any tenant.
7.4 Schedule “H” attached hereto lists all Service Agreements and any other contracts (such
as options or rights of first refusal or opportunity) that affect the Premises.
7.5 Schedule “I” attached hereto lists all permits and licenses issued and presently in effect
with respect to the Premises.
[Mention other representations and warranties such as valuation or assessments, or existence
of any proceedings and other liens]
8. Inspections and Violations
8.1 Prior Notices
Seller warrants that, except as specified in this Agreement, Seller has not received any
violation notice issued prior to the Date of Execution, and that no inspection has been made
(after such Date) by a Party authorized to initiate or issue a Violation Notice, unless in each such
case all required corrective action was completed prior to the Date of Execution.
8.2 Future Notices
Seller shall promptly: (a) send to Buyer any violation notice Seller receives and (b)
advise Buyer as to any such inspection occurring after the Date of Execution.
9. Damage, Destruction, and Condemnation
9.1 Seller’s obligation to deliver the Premises to Buyer as described in section 4.4 is subject
to the following:
a. If, prior to Closing, any part of the Property is destroyed or damaged by fire, other
casualty, or any act or occurrence other than a deliberate act of Buyer and the cost to repair
exceeds _______________ dollars ($__), then Buyer may terminate this Agreement. Otherwise,
Buyer is required to complete the transaction.
b. In the event of any damage or loss covered by insurance prior to closing, and this
Agreement is yet to be performed, Seller shall permit Buyer to take part in negotiations with the
insurance companies, but Seller shall receive the proceeds of insurance applicable thereto.
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If, after the Date of Execution, any authority commences negotiations with or against
Seller for the damaging, taking, or acquiring of all or any part of the Property, either temporarily
or permanently, by condemnation or by exercise of the right of eminent domain, Seller will
promptly notify Buyer. Upon the occurrence of any such event, Buyer may terminate this
Agreement by giving notice to Seller on or before the Closing Date. If Buyer does not terminate
this Agreement, Seller shall allow Buyer to participate in any negotiations regarding such
10. Closing; Option for Escrow
10.1 Time and Place of Closing
The closing (“Closing”) of the transaction contemplated by this Agreement is scheduled
to occur on ________________ (date) at _______________ (time), and at __________________
10.2 Option for Escrow Closing
At the election of either Party, and with notice to the other Party not less than __ (__)
business days prior to the scheduled Closing, this sale shall be closed through an escrow with
Title Insurer (or affiliate) pursuant to Title Insurer’s (or affiliate’s) usual form of deed and
money escrow contract modified as necessary to conform to this Agreement. Either Party may
elect different escrow provisions not inconsistent with this Agreement, but only with the other
Party’s consent if the provisions would impose any additional expense or liability on the other
Party. Upon the creation of an escrow under this Section, payment of the Purchase Price and
delivery of the deed and all closing documents will be made through escrow, and the Earnest
Money will be deposited in escrow. The cost of escrow will be divided equally between Seller
11. Seller’s Closing Obligations
11.1 At Closing, Seller will deliver the following to Buyer:
a. Deed and Transfer Declaration: a statutory form of recordable general warranty
deed sufficient to convey the title described in section 3.3, all required real property transfer tax
declarations, and (if Seller is a natural person) an affidavit of title executed on the Closing Date.
b. Leases: all leases and/or tenancy agreements pertaining to the Premises, duly
assigned to Buyer, and if requested by Buyer, estoppel certificates from tenants, to the extent
required by tenants’ leases.
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c. Security Deposits: a schedule of all security deposits and a check or credit to
Buyer in the amount of cash security deposits, including any interest thereon to which Seller is
not entitled, held by Seller on the Closing Date under the leases.
d. Rent Schedule: Schedule “F” attached hereto contains the rental information and
sets forth any arrears and prepayments of rents.
e. Service Agreements and Insurance Policies: all Service Agreements and original
insurance policies that Buyer has agreed to accept (as listed on the attached Schedules) and all
certificates, licenses, permits, authorizations, and approvals issued for or with respect to the
Premises by governmental and quasi-governmental authorities.
f. Assignment of Escrow Deposits: an assignment to Buyer of Seller’s interest in
any amounts then held by a Mortgagee, including any escrow deposits for Property taxes,
insurance premiums and other amounts.
g. Letter to Tenants: an original letter, executed by Seller, advising the tenants of the
sale of the Premises to Buyer and directing rents and other payments be sent to Buyer or as
Buyer may direct.
h. Corporate Resolutions: if Seller is a corporation but not a corporate trustee, a
resolution of Seller’s board of directors authorizing the sale and delivery of the deed, and a
certificate executed by the secretary or assistant secretary of Seller certifying the due adoption of
i. Possession: possession of the Premises, as called for by section 4.4, subject to any
Leases, New Leases and Tenancies, and all keys to the Premises in Seller’s possession.
j. Bill of Sale: a bill of sale transferring title to any personal property, described in
Schedule “G” attached hereto, with full warranty of title and freedom from encumbrances but
without warranty of quality, merchantability, fitness for use, or otherwise.
k. Other Documents: [Mention other documents such as consents, documents related
to the IRS, the state tax acts etc.].
11.2 If Buyer does not terminate this Agreement pursuant to section 9.1a, Seller will assign to
Buyer all rights of Seller to any insurance proceeds or other proceeds payable by reason of any
fire or other casualty loss that is described in section 9.1 a, and will credit Buyer with the amount
of any such proceeds that Seller receives before Closing.
11.3 If Buyer does not terminate this Agreement pursuant to section 9.2 then (a) the Purchase
Price shall be reduced by the total of any awards, settlement funds, or other proceeds received by
Seller at or before Closing with respect to any damaging, taking, or acquiring the Property and
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(b) Seller will assign to Buyer all right of Seller in any awards, settlement funds, or other
proceeds payable by reason of any such damaging, taking or acquiring the Property.
[Describe other obligations as applicable]
11.4 Status of Leases at Closing.
Seller does not represent or warrant that any particular lease or tenancy will be in effect at
Closing or that the tenant(s) will have performed his/her/their obligations thereunder.
a. Except to the extent that section 11.4b applies, the termination of any lease or
tenancy prior to Closing due to tenant’s default will not affect the obligations of Buyer under this
Agreement in any manner, or entitle Buyer to an abatement of or credit against the Purchase
Price, or give rise to any other claim by Buyer. If any space in the Premises is vacant on the
Closing Date, Buyer shall accept the Premises subject to the vacancy, provided that the vacancy
was not permitted or created by Seller in violation of this Agreement.
b. If Buyer’s Lender reasonably refuses to provide financing by reason of any such
vacancy or tenant default, Buyer may elect to terminate this Agreement.
12. Buyer’s Closing Obligations
12.1 At Closing, Buyer will pay to or as directed by Seller the portion of the Purchase Price
that is payable at Closing, as adjusted for proration and escrow deposits pursuant to section 13
(below) and section 11.1f (above).
Buyer shall, at or immediately after Closing: (a) complete all required real property
transfer tax declarations, (b) cause all declarations and payments of transfer taxes to be delivered
to the appropriate officials, and (c) cause the deed to be recorded.
13. Proration, Closing Adjustments, and Form of Payment
13.1 Matters to be Prorated.
The Parties will arrange for transfer of any utility services. The following proration will
be made as of the end of the Closing Date and will adjust the Purchase Price accordingly:
a. Prepaid rents;
b. Interest on any Continuing Mortgage;
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c. Property taxes on the basis of the last-issued bills;
d. Special assessments for the year in which Closing occurs;
e. Any expenses of Property tax and assessment proceedings, and any water, sewer
and vault charges, all on the basis of the period for which assessed;
f. Wages, vacation pay, pension and welfare benefits, and other fringe benefits of all
persons employed in the operation of the Premises whose employment was not terminated at or
prior to Closing;
g. Cost (including any taxes) of fuel stored on the Property at the price charged by
Seller’s supplier at the time of Closing;
h. Charges under transferable Service Agreements or permitted renewals or
i. Premiums on transferable insurance policies enumerated in Schedule “H,”
attached hereto, or permitted renewals thereof; and
j. Any amount payable to Seller under this Agreement
13.2 The expenses (including attorneys’ fees) of any tax proceeding described in section 6.5
shall be prorated between Seller and Buyer in proportion to the applicable time periods.
13.3 Transfer Taxes
Seller shall pay any transfer taxes imposed by state or county law or ordinance and Buyer
shall pay any other such taxes.
13.4 Amount of Continuing Mortgages
If there is an amount of _______________ dollars ($__) in reference to a Continuing
Mortgage, the amount may be approximate and if, at Closing, the aggregate principal amount of
any Continuing Mortgages is different from the amount so specified, the difference will be added
to or subtracted from the amount payable at Closing, unless otherwise specified. This section
does not affect Seller’s obligations under section 6.1.
13.5 Form of Payment
All monies payable to Seller at Closing, unless otherwise provided in this Agreement,
shall be paid by _______________________________ [describe the various ways how monies
may be paid]
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14. Post-Closing Adjustments
[Describe situations such as reprobation of property tax items, benefit of any tax
assessment reductions, tax refunds and credits, tenant arrears etc if applicable]
15. Termination and Default
15.1 Seller’s Default
a. If Seller defaults by reason of Seller’s title being defective:
i. If Seller’s default does not involve Seller’s fraud or deceit:
(1) Buyer may elect to accept Seller’s title, in which event: (1) Buyer
will be entitled at Closing to a credit against any Cash Balance, equal to the reasonably estimated
cost (not to exceed the Maximum Cure Amount) to cure the defect; (2) Buyer will not be entitled
to any other claim or credit arising from the defect; (3) Seller will not be required to take any
action or to pay any amount to cure the defect; and (4) Seller will have no liability for the defect.
B. If Buyer does not so elect, this Agreement will terminate.
ii. If Seller’s default involved fraud or deceit on Seller’s part, Buyer may
elect (1) to proceed as above, or (2) to pursue any available remedy, despite any such election.
b. If Seller otherwise defaults, Buyer may elect (1) to proceed as above or (2) to
pursue any available remedy.
c. The “Maximum Cure Amount” shall be __________________ dollars ($___).
15.2 Buyer’s Default
If Buyer defaults, Seller may elect (a) to retain the Earnest Money as full compensation
for all loss (in which event the Earnest Money will be treated as liquidated damages), or (b) to
pursue any available remedy.
If this Agreement terminates and section 15.3 is to apply, no Party shall thereafter have
any obligation or liability under this Agreement, but: (a) Seller will cause the Earnest Money,
and any earnings thereon, to be refunded to Buyer; (b) the Parties will terminate any deed-and-
money escrow; and (c) Buyer will return to Seller any material (such as leases, Building plans,
and financial statements) that Buyer received from Seller, and will reasonably restore the
Property after any action (such as soil tests) that Buyer has taken.
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15.4 Payment of liens
Section 15.1 shall not permit Seller to refuse to pay off at Closing any mortgage, trust
deed, or financing statement that imposes a lien on the Premises, other than Continuing
Any notice, request, demand, waiver, approval, or other communication that is required
or permitted to be given hereunder shall be in writing and shall be deemed given if delivered
personally or sent by telegram or telecopy (with transmission confirmed) or by certified or
registered mail, return receipts required with postage prepaid, or by Federal Express, or an
equivalent overnight delivery service, addressed to the Parties at their respective addresses as
either Party may designate in writing to the other. Such notice, request, demand, waiver,
consent, approval or other communication shall be deemed to have been given as of the date so
delivered, telegraphed, or telecopied, or on the fifth day after deposit in the United States mail or
on the second day after deposit with Federal Express or an equivalent overnight delivery service.
17. Survival of Obligations
The Parties’ obligations (which include obligations under warranties and representations)
under section 2.1, section 3.2, section 6, section 7 (except subsections a through d of section 7.3),
section 8, section 11 through 16 inclusive, and sections 18.1, 18.5, 18.7 and 18.9 will survive
Closing; all other obligations of the Parties under the Agreement will (in the absence of fraud
and deceit) be extinguished by completion of Closing.
If consent of a Mortgagee is required under a Continuing Mortgage, Buyer shall not
assign this Agreement or Buyer’s rights hereunder without the prior consent of Seller; in all other
cases Buyer may affect such assignment without restriction. No permitted assignment of
Buyer’s rights under this Agreement will be effective against Seller until an executed counterpart
of the instrument of assignment has been delivered to Seller and Seller has been furnished with
the name and address of the assignee.
Time is of the essence of this Agreement. If a time period would expire on other than a
week day that is a full business day, the time period will be extended to the next week day that is
a full business day.
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No provision of this Agreement may be waived, modified, amended, discharged, or
terminated without a written amendment of the Agreement signed by all Parties.
Buyer will not be deemed to have assumed any personal liability under a Continuing
Mortgage unless Buyer has specifically assumed the liability under a document that is entitled to
be recorded (or filed) or that has been recorded (or filed).
18.5 Governing Law
This Agreement will be governed by, and construed in accordance with, the law of the
State of ______________.
The captions in this Agreement are provided for convenience of reference only and do
not by themselves define, describe, or limit the scope or intent of the Agreement.
18.7 Binding Effect
This Agreement will be binding on and will inure to the benefit of the Parties hereto and
their respective heirs, personal representatives, successors, and permitted assigns.
Unless otherwise provided herein, a representative of a Party may act for that Party.
18.9 Schedules and Riders
If the provisions of any Schedule or rider attached to this Agreement are inconsistent with
the provisions of the Agreement, the provisions of the Schedule or rider will prevail.
IN WITNESS THEREOF, the parties hereto agree to the above conditions of sale this
________day of ______, 20_____.
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The undersigned Holder acknowledges receipt of ________ dollars ($__) as Earnest Money
hereunder, and agrees to be bound by the provisions of this Agreement.
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Schedule A—Premises and Ownership
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Schedule B—Permitted Exceptions
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Schedule C—Insurance Policies
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Schedule D—Leases and Tenancies
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Schedule E—Security Deposit
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Schedule F—Rent Schedule
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Schedule G—Bill of Sale
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Schedule H—Service Agreement
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Schedule I—Permits and Licenses
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