LLC Purchase Agreement
Effective Date ____/____/______
Between [Legal Company Name], further referred to as "[Buyer / Company]",
A [State] [Type of legal entity],
Located at [Address], [City], [State] [Zip Code]
And [Seller Name], further referred to as "[Seller]"
A [State] [Type of legal entity],
Located at [Address], [City], [State] [Zip Code]
The above mentioned Seller and Buyer conduct business as partners in the production of [product] (further referred to as "Product"), the location of where they jointly conduct business has a mailing address of [Address, City, State and Zip] (further referred to as "Business").
The Managing Owners of the above mentioned Business are [Owners] and [Seller] are residents of [State]. The current existing owners of the Business are listed in Exhibit A of this Agreement.
The above mentioned [Company] under direction of [Owner] would like to obtain 100% interest of Seller's [number of units] of the Business including its Products, properties, and assets given the terms and conditions put forth in this Agreement and as of the Effective Date that is stated above.
[Company] will pay the Seller a total sum amount of [$] which has been described in detail in Exhibit B of this Agreement, and [Company] describes in this Agreement the terms and conditions of the sale and purchase of the Business and its properties along with assets below.
All property that is intellectual in nature or any other rights that are not currently in the Business, however, do belong to the Business are also included in this Agreement and are being transferred to [Company] with the Business.
On the Effective Date, the Seller will sell and transfer to [Company] and [Company] will purchase from Seller all rights, title and interest in the Business along with all intellectual property and assets according to the terms and conditions that are put forth in this Agreement.
The following Exhibits list out what is included in the above mentioned transaction:
Exhibit C lists all Product, Inventory, and Supplies.
Exhibit D lists all Accounts Receivable except those that are listed in Exhibit C.
Exhibit E lists all Office furniture, Office Equipment, Manufacturing Equipment, Computer Equipment, and any other machinery and equipment.
Exhibit F lists out all rights under the contracts, leases, licenses, insurance policies, fidelity or contract bonds, and any other Agreements that are related to the Business.
In addition to the above all rights, title and any other interest in and including all fixtures of the Sell shall be transferred to the Buyer per this Agreement. Including any expenses that are prepaid, charges that are deferred, any claims for refunds and deposits. Also, telephone numbers, service marks, and trade names [specific trade names], trade secrets, Business records and files along with lists that contain current and potential Customers and Vendors, promotional materials, including material with copyrights and all other intangibles.
The Seller shall deliver to the Business's address listed above on or before the Effective Date the following: [List all documents, files, Agreements, records, notices, Membership Certificates, and all papers and assets of any kind that relate to the Business].
[List out any other property and assets of any kind whether personal, real, mixed, tangible or intangible, and wherever it may be located and regardless if it is included in the Business' balance sheet.
The following assets shall be excluded from this contract: [List items to be excluded from this Agreement].
The Buyer will assume from the Seller, as of the Closing Date, only the liabilities and obligations that arise and accrue following the Closing Date of the Sale Transaction. The Buyer takes responsibility for the following: [List the paid sales orders / Agreements for Products that shall be delivered by the Seller to the Buyer at the Closing. Along with the sales Agreements for sales of the Products that are to be delivered by the Seller to the Buyer at the Closing including all commissions that are to be made to the sales personnel of the Seller that arise after the Closing and any vacation rights that are listed in Exhibit F that are to be delivered at the Closing. The documents listed in Exhibit D are a true copy of each and has been provided to the Buyer from the Seller.
The Buyer and Seller will both notify the other of any infringements of rights in the Products, Trade Names, and Trademarks that either party discovers. In the event that there are any infringements of any of the rights that are granted to [Company] in this Agreement. The [Company] has the first option to bring action for any infringement on behalf of itself and the Seller, and the Seller will cooperate with [Company] in such action. If the [Company] does bring an action it will be responsible for any expenses that may arise out of such action and will receive any financial sums that are recovered in the action. If the [Company] decides to decline in writing to bring any infringement action, then the Seller has the option and may proceed with action taking full responsibility for any expenses that may arise and may receive and recover any financial sums in the action.
While this agreement is active and in force along with after its expiration or termination, Seller agrees to not disclose Company's customer lists, trade secrets, or any other confidential material or information. Buyer does hereby agree to take proper security measures to prevent accidental disclosure and or industrial espionage.
For the Non-Disclosure document please see the attached agreement.
If there is a Material Breach by the Seller of a material item of this Agreement and the breach is not addressed and cured within sixty days following a written notice that is delivered to the Seller by the [Company]. Then the [Company] has the right to pursue any remedies at law or financial in nature. Following a resolution of the claim, any amounts that are in escrow including any accrued interest shall be distributed to the Seller following the deductions of any amounts that are required to be paid to the [Company] as stated in this Agreement. In addition if a cure is not made following sixty days of notice form Buyer to the Seller then the Buyer may terminate this Agreement and may pursue any remedies legal or financial.
This Agreement establishes an independent contractor relationship between both parties listed in this Agreement and there is nothing contained in this Agreement that is to be understood as giving either party the power to direct or control the day to day activities of the other. Neither party is an agent, representative or partner of the other party that is listed in this Agreement. Neither party has any right, power, authority to enter into any agreement for or on behalf of the other party. This Agreement is not to be understood as creating an association, joint venture or partnership between the two parties or to impose any liability that arises out of such a relationship.
This agreement and the actions that the parties carry out under this Agreement will be governed by and the laws used shall be that of the state of [State]. The parties hereby consent to the jurisdiction and venue of both the federal and state courts within the state of [State]. Each party consents to the service of process in any action that may develop by the mailing of copies by registered or certified mail, with postage prepaid, to the above mentioned parties in this Agreement and this service is to become effective thirty days following such a mailing.
This Agreement including all the attached exhibits comprise the entire Agreement between both parties concerning this transaction and shall replace all prior communications whether they were verbal and or written. There are no representations or statements of any kind that is not expressly stated in this Agreement that will be binding on the above mentioned parties.
All amendments to this Agreement shall be made in writing. No modifications to this Agreement shall be made effective unless they are in writing and signed by a representative of the party against such modification is to be made against. Also, there are no provisions in either party's business forms employed by either party that will supersede the terms and conditions that this Agreement consists of.
Any notice that is required or is permitted by this Agreement is to be given if sent by registered mail with postage prepaid and with a return receipt requested and addressed to the other party found above in this Agreement or another address for which the party gives proper notice for. Delivery shall be deemed effective three days following the deposit with the postal authorities.
In the event that legal action is brought against either party in this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including but not limited to attorney's fees and court costs.
Both parties are of the understanding and acknowledge that any violation of this Agreement may cause the other party harm and damage that may not be recoverable by legal means, and each agrees that the other's remedies for breach of this Agreement may be of financial or legal in nature.
If there is any dispute that relates to the interpretation or performance of this Agreement may be resolved at the request of either party through a binding arbitration process. All arbitration shall be conducted in [County], [State] in accordance with the rules of the American Arbitration Association. Following arbitration the final judgment may be entered by any state or federal court that has jurisdiction over this Agreement.
No failure or delay by either party in exercising any right or remedy that is contained under this Agreement shall operate as a waiver of any such right.
In the event that either party is not able to perform any of its obligations under this Agreement or to enjoy any of its benefits due to any act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system that is not available, miscellaneous system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (otherwise known as a "Force Majeure Event"), the party that has been affected shall give notice immediately to the other party and shall use its best efforts to resume performance. Any failure to meet due dates that may result from a Force Majeure Event shall extend such stated due dates for what is considered a reasonable period of time. If the period of nonperformance exceeds sixty days from the receipt of a stated notice of Force Majeure Event, the party whose ability to perform has not been affected may, give written notice that this Agreement is terminated immediately upon receipt of such notice or at a later date that is stated in the Termination Notice.
Except as otherwise provided by this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the written permission of the other that is stated in this Agreement. If any such described assignment is made it shall be deemed null and void by this Agreement.
If any provisions of this Agreement are held by a court of competent jurisdiction to invalid under any applicable statute or rule of law they shall be omitted from this Agreement and all remaining provisions shall remain intact and in full force.
The warranties and confidentiality obligations that are set forth in this Agreement shall survive the termination of this Agreement by either party and for any reason whatsoever.
We the undersigned have carefully reviewed this contract and agree to and accept all of its terms and conditions. Upon the execution of this Agreement, the Seller agrees to no other future claims of any kind of the Business and we are executing this Agreement as of the Effective Date that is stated above.
This contract shall be governed by the laws of the State of __________ in __________ County and any applicable Federal Law.
Signature of Seller
Signature of Buyer