SALE OF ATTENTION TO THE DETAIL, LLC AGREEMENT
THIS SALE OF A BUSINESS AGREEMENT is entered into on this XXX
BETWEEN
1.XXX BIRD whose address is at [insert address], Michigan, United
States of America ("Buyer")
2. XXX whose principal place of business is at XXX ("Seller")
RECITALS
WHEREAS, the Parties wish to set out in this Agreement the general terms and
conditions of a proposed acquisition of the 100% interest in ATTENTION TO
THE DETAIL LLC (the “Target”), from the Seller/owner of the Target to
(collectively, the “Parties”). The Target is in the business of [insert the day to
day activities of the business being acquired]; and
WHEREAS, the parties recognise that the various arrangements will need
careful review but each will endeavour in good faith to agree the detailed terms
of the acquisition, on the basis of the principles set out in this Memorandum,
and to take all necessary other actions in order successfully to complete the
Proposed Transaction (as defined below).
1. THE AGREEMENT
1.1 The Buyer will acquire 100% interest in the Target (the “Proposed
Transaction”), including all of the assets, owned by the Target that are
used in, or necessary for the conduct of its business activities.
2. PURCHASE PRICE AND PAYMENT TERMS
2.1 The aggregate consideration to be paid by the Buyer for the Proposed
Transaction is USD 18,000.00. (the “Purchase Price”),
2.2 The following are to be paid:
2.2.1 The sum of USD 1,800.00 (the “Deposit”) will be deposited by the
Buyer with the Seller immediately upon the signing of this agreement.
The arrangement shall be exclusive upon payment of Deposit until
Termination.
2.2.2 The remained of the purchase price shall be paid in seven (7)
equal monthly installments of USD 2,314.28 on or before the 10 th day
of each month until payment in full. The final installment shall be
made on the [insert specific day]
3. TRANSITION PERIOD
3.1 During the period following the execution of this Agreement between the
Parties, the Seller shall use all reasonable efforts to cooperate with the
Buyer so as ensure the continued operation of the Target, and the Seller
shall coach and train the buyer until the buyer is fully trained with regards
to operations of the Target.
3.2 All inventory, materials, furniture, employees, reports, invoices,
insurance, building/property, EIN/Tax ID and banking information will be
transferred to the Buyer immediately upon the signing of this agreement
but subject to the payment of the deposit.
4. CONFIDENTIALITY AND ANNOUNCEMENTS
4.1 Each of the parties shall keep confidential and not disclose to any other
person, nor use for any purpose except the purposes of the acquisition,
any information obtained from the other party as a result of negotiating,
entering into or implementing the acquisition. This does not apply to
information which:
a) is required to be disclosed by operation of law or any stock
exchange regulations or any binding judgment or order, or any
requirement of a competent authority;
b) is reasonably required to be disclosed in confidence to a party’s
professional advisers for use in connection with the
acquisition and/or matters contemplated in this Memorandum of
Understanding;
c) is or becomes within the public domain (otherwise than through
the recipient party’s default).
4.2 No public announcement or press release in connection with the subject
matter of this Agreement shall be made or issued by or on behalf of
either party without the prior written approval of the other. This does not
apply if the announcement or press release is required by law, by any
stock exchange or by any governmental authority.
5. NON-COMPETITION CLAUSE
5.1 For a period of 2 year after the closing of this agreement, the Seller may
not, without the Buyer’s prior written consent, engage in any activities
that in any way whatsoever directly or indirectly compete with the
Business subject to this agreement or a company affiliated with it, and
the Seller may not establish, conduct (alone or with others) or cause the
conduct of any competing business or take any interest in or be
employed in any way whatsoever by such business, whether or not for
consideration.
6. DISPUTE RESOLUTIONS
6.1 This document is governed by and are to be construed in accordance
with the laws of Michigan applicable therein.
6.2 Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of Michigan (and any court of appeal) and
waives any right to object to an action being brought in those courts,
including on the basis of an inconvenient forum or those courts not
having jurisdiction.
7. NOTICES AND SERVICE
7.1 Any notice to be given by one party to the other under, or in connection
with, this Agreement shall be in writing and signed by or on behalf of the
party giving it. It shall be served by sending it by email to the address set
out in clause 6.2, or delivering it by hand, or sending it by prepaid
recorded delivery, special delivery or registered post, to the address set
out in clause 6.3 and in each case marked for the attention of the
relevant party (or as otherwise notified from time to time in accordance
with the provisions of this clause 6). Any notice so served by hand, e-
mail, fax or post shall be deemed to have been duly given:
a. in the case of delivery by hand, when delivered;
b. in the case of fax or electronic mail on a Business Day prior to 5.00
pm, at the time of receipt;
c. in the case of prepaid recorded delivery, special delivery or
registered post, at 10am on the second Business Day following the
date of posting provided that in each case where delivery by hand
or by fax occurs after 5pm on a Business Day or on a day which is
not a Business Day, service shall be deemed to occur at 9am on the
next following Business Day. References to time in this clause are
to local time in the country of the addressee.
7.2 The addresses of the parties for the purpose of clause 11.1 are as
follows:
Buyer
LaMONTE BIRD
Address: [insert address]
Michigan
United States of America
E-mail: [insert email]
For the attention of: [insert name of contact person]
Seller
KEVIN BALIAS
Address: 360 E Maple Rd Suite W. Troy MI 48083
United States of America
E-mail: [insert email]
For the attention of: KEVIN BALIAS
7.3 A party may notify the other party to this Agreement/ of a change to its
name, relevant addressee, address or fax number for the purposes of
this clause 6, provided that, such notice shall only be effective on:
a. the date specified in the notice as the date on which the change is
to take place; or
b. if no date is specified or the date specified is less than five
Business Days after the date on which notice is given, the date
following five Business Days after notice of any change has been
given.
7.4 All notices under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a
translation into English. In the event of any conflict between the English
text and the text in any other language, the English text shall prevail.
7.5 Service of any legal proceedings concerning or arising out of this
Agreement shall be effected by causing the same to be delivered to the
party to be served at its principal place of business as specified in this
Agreement, or to such other address as may from time to time be notified
in writing by the party concerned.
8. NO RIGHTS OF THIRD PARTIES
A person who is not a party to this Document shall have no right to enforce any
of its terms.
AS WITNESS this Agreement has been signed by the duly authorised
representatives of the parties the day and year above written.
SIGNED by )
for and on behalf of XXX BIRD )
_________________________
SIGNED by )
for and on behalf of XXX )
__________________
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