*Strike-out that which is "NOT" applicable and insert all pertinent "facts" and "information" in the form*
For good and sufficient consideration, receipt of which is hereby acknowledged, the undersigned (Seller) hereby sells, transfers and conveys to _______________ (Buyer):
01. All and singular, the goods and chattels, property and effects, listed in Schedule "A" annexed hereto, which is incorporated herein and made a part hereof; and
02. The whole of the good will of the _________________ business formerly operated by the undersigned which is the subject of this sale.
03. The undersigned warrants that said goods and chattels are free and clear of all encumbrances, that it has full right and title to sell the same, and that it will warrant and defend the same against the claims and demands of all persons.
04. Seller's Covenant to Defend Buyer's Title to Items Sold. And Seller for himself, his heirs, executors, administrators, and assigns covenants and agrees to warrant and defend the title to the business and the assets sold and conveyed by this instrument to Buyer against all adverse claims made by any person, firm, corporation, and association.
05. Indemnification. The Buyer agrees to indemnify and hold Seller, its employees, officers, agents, and directors from any and all fines, penalties, losses, damages, claims, costs, expenses (including attorney fees) or other liabilities resulting from or in connection with this Business Bill of Sale or incurred whilst operating the business post signing of the Business Bill of Sale. This is in regards to a violation of any law, regardless of whether such damages are actual, direct, indirect, special, incidental, consequential, or punitive ("Damages").
The undersigned hereby warrants and covenants that I shall not within [----] years of the date of this instrument engage in the business of [Describe]:
06. Seller's Covenant Not to Compete. Seller agrees that for a period of [number] years from the date of this instrument, Seller will not directly or indirectly, either as principal, partner, agent, manager, employee, stockholder, director, officer, or in any other capacity, engage or be interested in the conduct of the business of [nature of business] within a radius of [number] miles from [city].
7. Covenant of Title and Covenant to Defend Title. Seller covenants with Buyer that seller is the lawful owner of the business and assets conveyed by this instrument, free from any encumbrance. Seller further covenants that Seller will warrant and defend the title to the business and assets against all adverse claims made by any person, firm, corporation, or association.
8. TO HAVE AND TO HOLD UNTO THE BUYER, his heirs, executors, administrators, and assigns forever.
9. Applicable Law. This Agreement shall be governed by the laws of the State of ______________.
10. Executed on the day and date first above written, at ____________________ State of ________.
If Required By State Law
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____