BUSINESS PURCHASE OR SALE AGREEMENT
A well-drafted Agreement will:
Non-Solicitation Clause To prohibit one party from soliciting (for business purposes) staff from the other party.
Confidentiality Clause To prohibit one party from using the other party's business information to compete with them.
Non-Impairment of Goodwill Clause To prohibit one party from disparaging, in any manner or respect, the other party or it's financial soundness and responsibility, personnel or practices of it's business.
For liability purposes, one party may require the other to carry any and all manner of insurance policies including: general liability insurance, automobile, bodily injury, property damage, worker's compensation, with coverage in amounts and form satisfactory to company.
Mediation and Arbitration
Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publicly available).
Always stipulate that the contract will be governed under whatever law the Client ordinarily conducts business. Always make sure that venue and jurisdiction are as convenient to the Client as possible.
Always make sure provide for the collection of Attorney's Fees and costs by the prevailing party in any arbitration or litigation.
No modifications except those specifically agreed upon by the parties in writing.
Always make sure that if any part of the Agreement is determined to be unenforceable that the remainder of the Agreement will still be effective.
Any waiver of a term or provision will not act as a waiver of any other provision. I.e., Just because a party does not exercise his legal rights after a particular breach doesn't prevent him from exercising his legal rights for subsequent breaches.
Notices should always list the current and best addresses where each party may contact the other for whatever reason.
Provide that a fax copy with signatures will act as an original copy of the Agreement.
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