BUSINESS SALE AGREEMENT
This Business Sale Agreement effective as of 31st January 2022 is entered into by and between George Jacob Rosenbaum, “hereinafter ‘Buyer’ AND Seth Shamon, hereinafter ‘Seller’. Individually referred to as ‘Party’ and collectively referred to as ‘Parties’. The Parties intend to be legally bound as follows:
- Sale details
George Jacob Rosenbaum will acquire Treasure Valley Acupuncture LLC from Seth Shamon, effective 1/31/22. At this time George Jacob Rosenbaum will take over the lease and space at 1433 N. Cole Road, Boise Idaho 83704 as the primary lease holder with full ownership of the rights to the space provided by the original lease. The acquisition of Treasure Valley Acupuncture includes its equipment, supplies, furniture, patient directory, referral networks, business name, logos, graphics, online presence as well as total ownership and control of the business. Seth is to provide training and mentorship in everything related to clinic operations – selling packages, patient management, clinical techniques, etc… – prior to Jacob acquiring the practice and on an ongoing basis for one year.
- Term and Termination
The term of this Agreement shall commence on 1/31/22 and end on 3/1/2023. However, this Agreement may be terminated earlier if the Buyer fails to make payments as stipulated in this Agreement.
- Price details
George Jacob Rosenbaum is to pay Seth Shamon $20,000 prior to 1/31/2022. George Jacob Rosenbaum will also pay Seth Shamon 10% of the previous months’ gross combined revenue of Treasure Valley Acupuncture LLC and Boise Acupuncture LLC on the first of each month for one year beginning 3/1/2022 and ending 3/1/2023. Any late monthly payment by 5 days will warrant a fine of $ 250 late fee.
- Lease transfer
George Jacob Rosenbaum will take over as the primary lease holder for the duration of the lease beginning on 1/31/2022, while Seth Shamon will remain on the lease as a guarantor.
- Prepaid patients
Prior to 1/31/22, Seth Shamon will pay Jacob Rosenbaum 50% of the remaining value of preexisting unfulfilled treatment packages of Treasure Valley Acupuncture patients.
- Transparency details
In order to help maintain and ensure the good faith required for this transaction George Jacob Rosenbaum is to make the patient calendars and income metrics of Treasure Valley Acupuncture LLC and Boise Acupuncture LLC available to Seth Shamon at any point upon request between 1/31/2022 and 3/1/2023 while Seth Shamon is to make the complete history of the patient calendar and income metrics of Treasure Valley Acupuncture LLC to George Jacob Rosenbaum at any point upon request between 1/31/2022 and 3/1/2023.
- Confidentiality
The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.
- Dispute Resolution
Any disputes arising with regard to the subject matter of this Agreement shall be solved in good faith through mediation between the parties. If mediation fails, the parties will submit the dispute to the federal courts of Idaho.
- Governing Law
This Agreement shall be construed and interpreted according to the laws of the State of Idaho.
- Entire Agreement
This Agreement represents the entire agreement between the parties. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Buyer’s Printed Name: ___________________________________
Buyer’s Signature: _______________________________________
Date/Time: _____________________________________________
*By signing this the seller (Seth Shamon) indicates he/she has received payment from the buyer (George Jacob Rosenbaum)*
Seller’s Printed Name: ____________________________________
Seller’s Signature: ________________________________________
Date/Time: ______________________________________________
Witness’ Printed Name: ____________________________________
Witness’ Signature: ________________________________________
Date/Time: _______________________________________________
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