SHARE PURCHASE AGREEMENT
This Share Purchase Agreement is entered into on _________________ by and
Between ________________ (hereinafter referred to as the “Owner”) and
__________________ (hereinafter referred to as the “Purchaser”) together herein
referred to as “parties.”
WHEREAS, the Owner is willing to provide the required assistance in transferring
the shares in ____________ a Delaware C-Corporation to the Purchaser;
WHEREAS, the Purchaser desires to receive the subject shares in ____________ a
Delaware C-Corporation; and
THEREFORE, the parties willingly agree to be legally bound by the terms and
provisions of this Agreement as set hereof:
1. Purpose.
The purpose of this agreement is to outline both parties’ responsibilities in
transferring the shares in ____________ a Delaware C-Corporation from the Owner
to the Purchaser.
Both parties agree to abide by the rules set forth.
2. Property.
The shares to be transferred is 100% shares of ____________ a Delaware C-
Corporation with the following details; –
(Insert Company details)
3. Compensation.
The transfer of the shares herein shall be at zero costs as it is a gift from the Owner
to the Purchaser.
4. Records and Reports.
The Owner shall hand over all the up-to-date and proper books of account and
records relating to the services provided to the Purchaser.
The Purchaser acknowledges that before receiving the business, they have had
sufficient time to look at and go through the books of account and records. They are
satisfied and hold the owner indemnified in case there arises a dispute as to the
issue of accounts.
5. Confidentiality.
The Owner and the Purchaser shall treat all and not be limited to information or data
from the business as confidential information. They shall not share with any third
parties without the prior written consent of the other party.
6. Authority.
The parties herein acknowledge and warrant that they have the authority and
capability to enter into this Agreement and be bound by the terms, conditions, and
provisions herein.
7. Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the
state of Delaware.
8. Dispute/Conflict Resolution.
In case of any dispute or conflict that may arise in connection with the performance
of the obligations under this Agreement and the terms herein, the same shall be
referred to Mediation, where the parties herein will participate in good faith to resolve
the matter.
If the Mediation fails, the dispute/conflict shall be referred to arbitration, whose
decision shall be binding and final upon the parties. Each party will bear its costs.
9. Force Majeure.
Either party is not liable for any performance failure due to causes beyond
reasonable control, including but not limited to acts of God, civil war, riots, terrorism,
and any other actions which are not foreseeable in the circumstance.
10. Assignment.
Neither party to this agreement may assign their duties and responsibilities to a third
party except by written consent of the other party.
11. Severability.
Suppose any provision of this Agreement is deemed invalid and unenforceable. In
that case, the same shall be severed from the entire Agreement, and the remaining
provisions shall continue to be enforced as they were not affected.
12. Waiver.
The failure of any party herein from exercising any remedy due to a default thereof
shall not operate as a waiver of the said right. It shall not preclude the party from any
future or subsequent remedy.
13. Amendment.
The terms and provisions may only be modified or changed by a signed written
instrument between the parties herein without the involvement of any affiliates or
successors.
14. Successors.
This Agreement shall ensure the benefit of and binding upon the parties herein and
their respective successors and assigns.
15. Entire Agreement.
This Agreement constitutes the agreement between the parties and supersedes any
prior negotiations, promises, or contracts, whether written or oral.
IN WITNESS WHEREOF, the parties have signed this Share Purchase Agreement
on the date herein;
By the Owner:
Signature:
__________________________
Name:
_____________________________
Date:
______________________________
Email Address:
_____________________
By the Purchaser:
Signature:
__________________________
Name:
_____________________________
Date:
______________________________
Email Address:
______________________
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