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Sale of CPA Firm - Short Form

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					Sale of certified public accountancy firm – Short Form

                                               AGREEMENT

       Agreement made on __________ [date], between the firm of __________ and
__________, certified public accountants, of __________ [address], __________ [city],
__________ County, __________ [state], referred to as seller, and __________, of __________
[address], __________ [city], __________ County, __________ [state], referred to as buyer.

                                               SECTION ONE

                                   DESCRIPTION OF ASSETS SOLD

        Seller agrees to sell, and buyer agrees to buy, effective __________ [date], the business and
assets set forth below and owned by seller, the business being located at __________ [address], in
__________ [city], County of __________, __________ [state], and all of which business and
assets are free and clear of any and all liens, encumbrances and indebtedness of any nature
whatsoever:

Asset                                                                 Price
         (a)Lease (to be assigned) ......................      $___
         (b)Furniture, furnishings, signs and fixtures .. $___
         (c)Library ..................................... $___
         (d)Stationery, printing and other office
supplies ....................................        $___
         (e)Books records and accounts .................. $___
         (f)Office copies of audit records, work papers,
and correspondence with clients and other
persons .....................................        $___
         (g)Accounts receivable, prepaid expenses and
deferred charges, as per attached schedule,
including uncompleted portions of audit
contracts outstanding ....................... $___
         (h)Good will (including the right to the
exclusive use by buyer of the firm name of
__________ and __________ within __________
(state)) .................................... $___

                                               SECTION TWO

                                        ASSIGNMENT OF LEASE

         Seller agrees to assign, or cause to be assigned, to buyer, simultaneously with the execution
of this contract, the lease of the premises described, held by seller as lessee.

                                             SECTION THREE
                                 COVENANT NOT TO COMPETE

      Seller agrees that seller will not engage in the practice of public accounting, either in seller's
own name or under the name of another, as principal or as an employee, in the following area:
__________ [specify area], for a period of __________ years from and after __________ [date].

                                           SECTION FOUR

                         RECOMMENDATIONS TO PRESENT CLIENTS

       Seller agrees that seller will, in every manner consistent with the ethics of the profession of
public accountancy, recommend to the present clients of seller that they continue to allow their
accounting requirements to be handled by buyer as successor to the business.

                                           SECTION FIVE

                                              PAYMENT

        Buyer agrees to pay as consideration for the business and assets described, the following:

        (a) Cash. __________ Dollars ($__________) in cash on the execution of this agreement,
receipt of which is hereby acknowledged by seller.

      (b) Monthly Payments. The sum of __________ Dollars ($__________) each month for the
months of __________, payable monthly on the __________ day of each such month.

        (c) Percentages of Fees. Monthly for a period of __________ years from __________
[date], an amount equal to __________ percent ($__________%) of all fees collected by buyer
from its business conducted through its __________ office, arising out of professional assignments
and contracts other than from state, county or city auditing assignments, and an amount equal to
__________ percent ($__________%) of all fees collected arising out of state, county or city
auditing assignments.

        (d) Good will; Effect of Nonresidence or Death of Seller. It is recognized that a portion of
the good will being purchased by buyer will be dependent on the continued support and good will
of seller, and it is agreed that if, prior to __________ [date], seller ceases to be a bona fide resident
of the __________ [state], or dies, the percentages named in Section Five, Paragraph (c) will be
reduced by __________ percent ($__________%), and, in case of death, will be payable to the
estate of seller.

                                            SECTION SIX

                              ASSISTANCE BY SELLER TO BUYER

        Seller agrees to devote a reasonable amount of seller's time to the details involved in turning
over the accounting practice to buyer during the months of __________, compensation for which is
included in the amounts set forth in Section Five.

                                         SECTION SEVEN

                    DELIVERY OF POSSESSION; SELLER'S WARRANTY

        Seller will deliver possession to buyer of the business and assets described in this agreement
on or before __________ [date], together with all records and documents necessary for buyer to
carry on the business. Seller warrants that all fixtures, furnishings and other personal property sold,
will be delivered to buyer on this date in as good condition as they exist on the date of execution of
this agreement, allowing for reasonable use in the ordinary course of business and for ordinary wear
and tear.

                                         SECTION EIGHT

                            PRORATION OF TAXES AND UTILITIES

        Personal property taxes on the items of personal property sold will be prorated between
seller and buyer as of __________ [date]. Utility expenses will be prorated as of __________
[date].

               IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year first set forth above.

[FIRST PARTY:]

                               IF BUSINESS ENTITY:

                               [Name of Company                                                      ]



                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:


                               Sign: __________________________________

                               Print Name: _____________________________
[SECOND PARTY:]


                  IF BUSINESS ENTITY:

                  [Name of Company                            ]



                  By: ___________________________________

                  Name: _________________________________

                  Title: __________________________________


                  IF INDIVIDUAL:


                  Sign: __________________________________

                  Print Name: _____________________________
                                   [Notary Seals, if needed]

[IF BUSINESS ENTITY]

STATE OF _____________ )

______________ COUNTY )

               I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ______________________ [Name], whose name as ________________ [Title] of
_____________________ [Name of Company], a _____________ [Entity Type] formed and
existing under the laws of the State of ___________ [State in which entity was formed], is signed
to the foregoing Agreement, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said Agreement, ______ [he, she or it], as such officer or
director and with full authority, executed the same voluntarily for and as the act of said
corporation on the day the same bears date.

              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________
[IF INDIVIDUAL]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ____________________________ is signed to the foregoing Agreement, and who is
known to me, acknowledged before me on this day that, being informed of the contents of said
Agreement, ____ [he or she] executed the same voluntarily on the day the same bears date.


              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________

				
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