Sale of Franchise Business

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					                                              Sale of franchise business.

   This agreement is made this [date] by and between           (Buyer), and         (Seller).

   Seller desires to sell the business operated by h— under the name              in the City of  , State of        and
Buyer desires to purchase the business as a going concern, exclusive of cash and accounts receivable, and free from any
obligations for accounts payable or other liabilities of Seller, it is agreed as follows:

       1. Seller agrees to sell and Buyer agrees to buy, free from any liabilities and encumbrances, the goodwill of the
   business, the exclusive right to use the trade name            , the right to the         franchise, and to the extent
   permitted under Seller's contract franchise agreement covering the franchise, an assignment of the contract subject
   to approval by the franchisor         , together with all inventory pertaining to the business.

       2. The building located at      Street where the business is now located and which is owned by Seller, shall be
   rented to Buyer at a monthly rental of $      per month for a period commencing [date] and ending [date].

       3. All records, customer lists, and correspondence along with all files and advertising materials and data relating
   to the franchise are included in this sale.

       4. Purchase price, exclusive of rentals as set out in paragraph 3 above, is $       of which $          shall be
   allocated to physical goods, wares and merchandise, and $        to goodwill. Purchase price is payable in full upon
   the signing of this agreement and upon Buyer's assumption of the premises and business.

      5. Seller covenants not to, for a period one year, sell [franchise item] within a radius of         miles from the
   premises described above.

       6. Seller further covenants to lend every reasonable effort in securing assent from [franchisor] to the transfer of
   ownership of the business from Seller to Buyer, which approval is required in Seller's contract with franchisor dated
          . Notwithstanding any other provision of this agreement, the duties and obligations of both Buyer and Seller
   as set out in any other provision of this agreement are made contingent upon securing from [franchisor] written
   approval to the transfer of ownership of the business in accordance with the terms of this agreement, no later than
   [date] and in the event that such approval is not so secured, this agreement shall be of no force or effect.


                                                                                                            electronic form 2005
                                                                                                            Law Publishers