Free Attorney Share Purchase Agreement

This Share Purchase Agreement (“Agreement”) is entered into as of [Month Day, Year], by and between [Your Company Name], a corporation with its principal office located at [Your Company Address] (“Seller”), and [Client Name], an individual with its permanent address located at [Client Address] (“Buyer”). The Seller and Buyer are collectively referred to as the “Parties” and agree to the terms and conditions set forth below for the sale and purchase of certain shares.

I. Sale and Transfer of Shares

1. The Seller agrees to sell, assign, and transfer to the Buyer fifty (50) shares (“Shares”), representing twenty five percent (25%) of the issued and outstanding shares of the Company. The Shares shall be sold free and clear of all liens, encumbrances, claims, and restrictions.

2. The Buyer agrees to purchase the Shares for the purchase price specified in this Agreement. The Buyer confirms they have reviewed relevant information about the Company and understand the value and risks associated with the Shares.

3. The Parties agree to execute all necessary documentation, including stock transfer forms and resolutions, to complete the legal transfer of ownership. These documents will be finalized and submitted to the appropriate authorities on or before the closing date.

4. The transfer of Shares shall be effective upon receipt of payment by the Seller and the completion of filings. Both Parties agree to cooperate in ensuring all legal formalities are fulfilled.

5. The Buyer acknowledges that the Shares are being sold “as is,” with the Seller’s representations and warranties serving as the only assurances regarding their quality and title.

II. Purchase Price and Payment Terms

1. The purchase price for the Shares shall be fifty thousand dollars ($50,000) (“Purchase Price”), payable in cash or via other mutually agreed payment methods. Both Parties agree to communicate payment logistics prior to the due date.

2. The Buyer shall pay twenty five percent (25%) of the Purchase Price as a non-refundable deposit upon executing this Agreement. The remaining balance shall be paid on or before the closing date, ensuring the Seller receives full compensation for the Shares.

3. All payments shall be made via wire transfer or check, and the Seller will provide acknowledgment of receipt in writing. Payments will only be deemed complete upon clearance of funds.

4. If the Buyer fails to pay the full Purchase Price by the deadline, the Seller reserves the right to terminate the Agreement and retain the deposit as liquidated damages. This provision serves as compensation for the Seller's time and resources.

5. Any taxes, duties, or fees arising from this transaction shall be the Buyer’s responsibility. The Seller agrees to provide reasonable assistance to facilitate compliance with tax obligations.

III. Representations and Warranties

The terms below establishes the guarantees made by each Party regarding their authority to enter the Agreement and the condition of the Shares.

1. The Seller represents and warrants that:

   • The Seller has full authority and legal capacity to sell the Shares and has obtained all necessary consents. The Shares are validly issued, fully paid, and non-assessable, with no outstanding obligations tied to them.

   • The Seller is not aware of any ongoing litigation, regulatory actions, or claims that may affect the Shares or the Company’s operations. The Seller has disclosed all material information about the Company that could reasonably impact the Buyer’s decision.

2. The Buyer represents and warrants that:

   • The Buyer has full authority and capacity to enter this Agreement and purchase the Shares. The Buyer has conducted due diligence and acknowledges the risks associated with the Shares.

   • The Buyer has sufficient funds to fulfill the payment obligations outlined in this Agreement. The Buyer will not use the Shares for any unlawful purpose or in violation of any laws.

IV. Closing

1. The Closing of this transaction (“Closing”) shall occur on [Month Day, Year], or as mutually agreed upon in writing by the Parties. This date serves as the finalization point of the sale.

2. The Seller shall deliver to the Buyer the stock certificates representing the Shares, duly endorsed or accompanied by valid stock transfer forms. A copy of the Company’s shareholder registry reflecting the updated ownership.

3. The Buyer shall deliver to the Seller the payment of the remaining balance of the Purchase Price. Any signed acknowledgments, consents, or other documentation required by the Seller.

4. Both Parties shall cooperate to ensure the timely and accurate registration of the Share transfer in the Company’s shareholder records. This step formalizes the transfer of ownership.

5. In the event of non-compliance by either Party at Closing, the non-breaching Party may terminate this Agreement and pursue legal remedies as permitted by law.

V. Confidentiality

1. The Parties agree to maintain the confidentiality of all non-public information disclosed in connection with this Agreement. This includes financial data, business plans, and sensitive documentation.

2. Neither Party shall disclose such information to third parties without prior written consent, except as required by law or court order. Reasonable notice of such disclosure shall be provided to the other Party.

3. This confidentiality obligation extends beyond the Closing or termination of this Agreement and remains in effect for five (5) years.

4. Both Parties shall take reasonable steps to ensure that their employees, agents, and advisors comply with the confidentiality provisions herein. Breaches by such third parties shall be the responsibility of the Party employing them.

5. Any breach of confidentiality may result in injunctive relief and damages, as determined by a court of competent jurisdiction.

VI. Indemnification

1. The Seller agrees to indemnify and hold harmless the Buyer from any losses, claims, or liabilities arising from beach of the Seller’s representations, warranties, or obligations under this Agreement.

2. The Buyer agrees to indemnify and hold harmless the Seller from any losses, claims, or liabilities arising from breach of the Buyer’s representations, warranties, or obligations under this Agreement.

3. The indemnified Party must promptly notify the indemnifying Party of any claims covered under this section. The indemnifying Party will have the right to control the defense and resolution of such claims.

4. Both Parties agree to cooperate in resolving any indemnified claims and to act in good faith to mitigate losses.

VII. Governing Law and Dispute Resolution

1. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. The Parties submit to the exclusive jurisdiction of the courts.

2. Any disputes arising from this Agreement shall first be attempted to be resolved through good-faith negotiations. If negotiations fail, the Parties agree to engage in mediation or arbitration as specified in a separate agreement.

3. The prevailing Party in any legal action or proceeding shall be entitled to recover attorney fees, court costs, and other related expenses.

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

Seller Signature:

[Your Name]

[Job Title]

[Your Company Name]

[Month Day, Year]

Buyer Signature:

[Client Name]

[Job Title]

[Month Day, Year]

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