Business. Agreement made in duplicate original at _________ this _________ day of _________, between _________, of _________, called seller, and _________, of _________, called buyer, witness: Seller is engaged in business as a _________ in the City of _________, State of _________, and has agreed to sell to buyer all his [her] right, title and interest in his [her] business and the goodwill in the business. Now, therefore, it is mutually agreed as follows: 1. Seller sells to buyer all his [her] right, title and interest in his [her] business of _________, including goodwill as a going concern, stock in trade, fixtures, equipment, tools, effects, book accounts and other debts now due and owing to seller upon account or in respect of the business, and all securities for the business, and also all contracts and engagements, benefits, and advantages, which have been entered into by seller, or to which he [she] is or can be entitled on account or in respect of the trade or business. 2. Buyer purchases above-described property from seller and agrees to pay seller $_____ payable as follows: _________. 3. Seller agrees that he [she] will not, for a period of _________ years from the date of this contract, directly or indirectly, engage in the business of _________ within _________, nor aid or assist anyone else in the business in the territory, except as an employee of buyer. 4. It is agreed that if at any time seller shall violate paragraph three, damages to buyer from the violation shall be substantial but difficult of ascertainment, seller agrees that for each violation he [she] shall pay to buyer $_____ as liquidated damages therefor, it being agreed by the parties that $_____ is a fair measure of damages for each violation. 5. Seller, for himself [herself], his [her] heirs, executors, and administrators, covenants with the buyer, his [her] executors, and administrators, and assigns, that he [she], seller, has now in himself [herself] good right to assign the goodwill, stock in trade, fixtures, and effects, book and other debts, and premises, and that they shall be enjoyed by buyer, his [her] executors, administrators, and assigns, free from any interruption or disturbance as aforesaid; and also that seller, shall not, either by himself [herself] or with any other person or persons, do or cause to be done, any wilful act or thing to the prejudice of the trade or business of a _________, as previously carried on and conducted by seller, his [her] executors, administrators, and assigns, but will, whenever required by buyer, his [her] executors, administrators, or assigns, render every assistance and give all necessary evidence for the purpose of recovering or otherwise enforcing payment of all or any of the trade
debts, and vesting absolute ownership in buyer, his [her] executors, administrators, or assigns. 6. Seller, for himself [herself], his [her] executors, administrators, and assigns, covenants with buyer, his [her] executors, administrators, and assigns that seller will at all times save harmless and keep indemnified buyer, his [her] executors, administrators, and assigns, and his [her] and their estate and effects, from and against all losses, costs, expenses and damages which may be incurred by or by reason of any action or proceeding which shall or may be brought and instituted against buyer, his [her] executors, administrators or assigns, for or in respect of any debts, contracts, and engagements for or on account of the business or credit thereof which do not appear from the books or from seller's affidavit of creditors furnished buyer, and also all interest, costs, expenses, losses, claims, and demands on account of the debts, contracts, and engagements respectively or otherwise in relation to the premises. 7. [If sales tax payable on transaction] [Seller] [Buyer] shall pay the _________[state or tax levying authority] sales tax on the sale of business and personal property under this contract, and covenants to save harmless and indemnify [buyer] [seller] from and against all liability for the tax. 8. Buyer, for himself [herself], his [her] executors, administrators [successors] and assigns, covenants with seller, his [her] executors, administrators [successors] and assigns, that buyer will at all times save harmless and keep indemnified seller, his [her] executors, administrators [successors] and assigns, and his [her] and their estate and effects, from and against all losses, costs, expenses, and damages which may be incurred by or by reason of any action or other proceeding which shall or may be brought or instituted against buyer, his [her] executors, administrators, or assigns, for or in respect of the goodwill, stock in trade, effects, and premises, or for or in respect of the recovery of the several sums of money which by the books appear to be due and owing from seller in respect of the trade or business, and also from and against the contracts and engagements to which by the books seller appears to be now liable, and also all interest, costs, expenses, losses, claims, and demands on account of the debts, contracts, and engagements respectively or otherwise in relation to the premises. 9. The proration of the consideration for this contract is as follows: a. Stock in trade b. Fixtures c. Equipment, tools, effects d. Debts receivable $.................................................................................................... $.................................................................................................... $.................................................................................................... $....................................................................................................
e. Goodwill as $.................................................................................................... going concern
10. Seller agrees to furnish buyer with this document seller's affidavit containing a true, correct and full list of the names and addresses of all creditors of seller for or on account of the business and a schedule of the property transferred under this document, as is required by the Uniform Commercial Code—Bulk Transfers of _________[state], _________[statutory citation]; and the parties agree that this contract of sale and [down] payment of $_____ shall be placed in escrow with _________, Esq., who is instructed to notify all creditors listed in the affidavit and to publish notice to creditors of this sale and of the time and place for presentation and payment of their claims, to pay all claims of creditors presented to him [her] out of the funds in escrow and to do all things, in his [her] sound discretion, without liability for doing so, as are required by the Uniform Commercial Code—Bulk Transfers of _________, in regard to execution of this contract. 11. This contract is effective upon its execution, but the sale of the business shall not be completed until close of escrow, which shall be on or before _________[date], and, upon close of escrow, a duplicate original of this contract shall be delivered to buyer and the other duplicate original shall be delivered to seller, and out of funds in escrow, attorney fees of _________, Esq., for services in connection with this contract and escrow will be paid first, expenses in connection with this contract and escrow will be paid next, and the balance shall be paid over to seller. Also, upon close of escrow the sale under this contract shall be fully executed, title to the business and property sold shall pass from seller to buyer and vest in buyer absolutely, and possession of the business and property shall be delivered to buyer. 12. This agreement shall bind and inure to the heirs, executors, administrators, successors and assigns of the parties. 13. In witness of these things, etc. [Signatures] [Acknowledgment where required]