Free Buy Sell Agreement

This Buy-Sell Agreement ("Agreement") is made effective as of [Month Day, Year], by and between, [Your Company Name], a corporation with its principal place of business located at [Your Company Address] (hereinafter referred to as the "Seller"), and [Your Partner Company Name], a corporation with its principal place of business located at [Your Partner Company Address] (hereinafter referred to as the "Buyer"). Collectively, referred as the "Parties."

I. Scope and Purpose

This Agreement sets forth the terms and conditions under which the Seller agrees to sell, and the Buyer agrees to purchase, certain assets, goods, or business interests from the Seller. The purpose of this Agreement is to provide a clear, legally binding framework that governs the transaction, ensuring both Parties' interests are protected. The terms of this Agreement shall commence on the effective date listed above and shall continue until all obligations under this Agreement have been fulfilled.

II. Sale of Assets

A. Description of Assets

The Seller agrees to sell to the Buyer the following assets, hereinafter referred to as the "Assets":

1. Inventory: All existing inventory, including but not limited to one thousand (1,000) units of consumer electronics, valued at five hundred thousand dollars ($500,000).

2. Equipment: All equipment, machinery, and tools listed in Exhibit A, including five (5) industrial-grade 3D printers, valued at two hundred fifty thousand dollars ($250,000).

3. Intellectual Property: All trademarks, trade names, patents, copyrights, and other intellectual property rights associated with the business operations listed in Exhibit B, including the trademark of the respective company and associated patents, valued at one hundred fifty thousand dollars ($150,000).

B. Purchase Price

The Buyer agrees to pay the Seller a total purchase price of nine hundred thousand dollars ($900,000), hereinafter referred to as the "Purchase Price", for the Assets. The Purchase Price shall be paid according to the payment terms specified in this Agreement.

III. Payment Terms

A. Initial Payment

The Buyer shall make an initial payment of three hundred thousand dollars ($300,000), which is thirty three percent (33%) of the Purchase Price on the effective date of this Agreement. This payment shall be non-refundable except in the event of Seller's default.

B. Balance Payment

The remaining balance of six hundred thousand dollars ($600,000) shall be paid by [Month Day, Year], or according to a payment schedule mutually agreed upon by the Parties and attached as Exhibit C.

C. Payment Method

All payments shall be made in U.S. dollars via wire transfer to the Seller's designated bank account or by any other method agreed upon in writing by both Parties.

IV. Transfer of Ownership

1. Closing Date: The transfer of ownership of the Assets (the "Closing") shall occur on [Month Day, Year], or at such other date as mutually agreed upon by the Parties.

2. Delivery of Assets: The Seller agrees to deliver the Assets to the Buyer on the Closing Date. The Assets shall be delivered in the same condition as they were at the time of inspection, reasonable wear and tear excepted.

3. Transfer of Title: Upon full payment of the Purchase Price, the Seller shall transfer all rights, title, and interest in the Assets to the Buyer. The Seller agrees to execute any additional documents necessary to effectuate this transfer.

V. Representations and Warranties

A. Seller’s Representations

The Seller represents and warrants that:

1. Clear Title: The Seller has good and marketable title to the Assets, free and clear of all liens, encumbrances, and restrictions.

2. Authority: The Seller has the full legal right and authority to enter into this Agreement and to sell the Assets.

3. Condition of Assets: The Assets are in good working condition and have been maintained according to industry standards.

B. Buyer’s Representations

The Buyer represents and warrants that:

1. Financial Capability: The Buyer has the financial capacity to complete the purchase of the Assets in accordance with the terms of this Agreement.

2. Authority: The Buyer has the full legal right and authority to enter into this Agreement and to purchase the Assets.

3. Due Diligence: The Buyer has conducted all necessary due diligence regarding the Assets and accepts them as-is, except as otherwise provided in this Agreement.

VI. Covenants

A. Seller’s Covenants

1. Non-Compete Agreement: The Seller agrees not to engage in any business that directly competes with the Buyer’s newly acquired business within the state of [State] for a period of three (3) years.

2. Further Assurances: The Seller agrees to provide any additional documents or information necessary to complete the transaction and ensure a smooth transition of ownership.

3. Confidentiality: The Seller agrees to maintain the confidentiality of any proprietary information related to the Buyer’s business.

B. Buyer’s Covenants

1. Payment Obligation: The Buyer agrees to fulfill all payment obligations under this Agreement in a timely manner.

2. Operation of Assets: The Buyer agrees to operate the Assets in compliance with all applicable laws and regulations.

3. Indemnification: The Buyer agrees to indemnify and hold the Seller harmless from any claims arising out of the operation of the Assets following the transfer of ownership.

VII. Indemnification

1. Seller’s Indemnification: The Seller agrees to indemnify and hold harmless the Buyer from any claims, damages, or expenses arising from any breach of the Seller’s representations, warranties, or covenants under this Agreement.

2. Buyer’s Indemnification: The Buyer agrees to indemnify and hold harmless the Seller from any claims, damages, or expenses arising from the Buyer’s operation of the Assets or any breach of the Buyer’s representations, warranties, or covenants under this Agreement.

VIII. Dispute Resolution

1. Mediation and Arbitration: In the event of any dispute arising from this Agreement, the Parties agree to first attempt to resolve the dispute through mediation. If mediation fails, the dispute shall be settled by binding arbitration in the State of [State] in accordance with the rules of the American Arbitration Association.

2. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.

IX. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether oral or written, concerning the subject matter hereof.

2. Amendments: Any amendment to this Agreement must be in writing and signed by both Parties.

3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

4. Notices: All notices required under this Agreement shall be sent to the respective Parties at the addresses provided above by certified mail, return receipt requested, or by a nationally recognized courier service.

IN WITNESS WHEREOF, the Parties have executed this Buy-Sell Agreement as of the date first above written.

[Your Company Name] Signature:

[Your Name]

[Job Title]

[Month Day, Year]

[Your Partner Company Name] Signature:

[Name]

[Job Title]

[Month Day, Year]

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