Sale of goodwill and right to use corporate name. Whereas, A, a _________ corporation has for many years been engaged in the business of _________ in the City of _________ and elsewhere and is now about to cease that business and be dissolved; And whereas, B is desirous of acquiring the entire business of A and the goodwill of that business, as well as the right to use the name of A in that business; In consideration of one dollar and other money paid by B to A, receipt of which is acknowledged, and in consideration of the undertakings of each party to the other, it is agreed between A and A's stockholders, X, Y and Z, who own all the stock of A, parties of the first part, and B, party of the second part, as follows: A agrees to sell and does sell, assign, convey and transfer to B all A's business, assets and property, including the goodwill of A's business and the exclusive right to use A's name in that business. B assumes and agrees to pay the following debts and liabilities of the business: _________. X, Y and Z represent that there are no other debts and liabilities of the business and agree to pay and save B harmless in regard to any other debts and liabilities now existing, and, to secure this guaranty and indemnity agreement, to deposit the sum of $_____ for a period of _________ from this date with _________ to be applied by _________ to the payment of any other debts and liabilities of the business now existing, if any, and, at the expiration of that period, to be returned, or any part remaining to be returned, to X, Y and Z. A, X, Y and Z agree, collectively, jointly and severally, that they or any one or more of them will not engage or be employed by any person, firm or corporation in the business of _________ in _________ for a period of _________. This contract may be assigned by B to any person, firm or corporation. This contract shall be binding upon the successors, assigns and personal representatives and heirs of the parties. In witness etc.