Buy Sell Agreement for YourName.com
Date:
1.   Names

2.   Assets included agreement
 
3.   Specifics of transfer

4.   Total purchase price 

5.   Deposit 

8.   Payment at Closing

9.   Debts and outstanding accounts
At the time of closing Seller states that there are no debts on the assets or outstanding accounts.  The Seller has paid all known debts and other liabilities of the businesses in the partnership.

10.   Seller Representations 
Seller represent(s) and warrant(s) that:
[  ] A.	Seller owns the assets being sold. At closing, the assets will be free from any claims of others. 
[  ] B.	At closing, Seller will have paid all taxes that have then come due and that affect the business and its assets. 
[  ] C.	Seller is (and at closing will be) a limited liability company in good standing under the laws of the state of     , and has (and at closing will have) the authority to perform the obligations contained in this sales agreement.
[  ] D.	The total liability of Seller for all breaches of representations and warranties will not exceed $20,000.

11. Buyer Representations 
Partner 2 represents and warrants that:
[  ] A.	 Buyer has inspected the assets that he is purchasing, and has carefully reviewed Seller's representations regarding them. He is satisfied with the assets.
[  ] C.	Buyer is (and at closing will be a sole proprietor in good standing under the laws of the state of           , and has (and at closing will have) the authority to perform the obligations contained in this sales agreement.
[  ] E.	Buyer will indemnify, defend, and save Seller harmless from and against any financial loss, legal liability, damage, or expense arising from any breach of the above representations and warranties.
[  ] F.	The total liability of the Buyer for all breaches of representations and warranties will not exceed $20,000..

12.  Closing
The closing will take place:
Date:  September 12th 2008
Time: 12:00 Noon
[  ] 

13. Disputes
If a dispute arises concerning this agreement or the sale, Seller and Buyer will try in good faith to settle it themselves.  If no satisfactory settlement is arrived upon after 30 days Buyer and Seller will enter mediation conducted by a mediator to be mutually selected.
Seller and Buyer will share the cost of the mediator equally. Seller and Buyer will cooperate fully with the mediator and will attempt to reach a mutually satisfactory resolution of the dispute.
If the dispute is still not resolved within 60 days after it is referred to the mediator, Seller and Buyer agree that the dispute will be arbitrated by an arbitrator to be mutually selected. Costs of arbitration, including lawyers' fees, will be allocated by the arbitrator.

14.	Risk of Loss 
Seller will replace or pay for the replacement of any assets that are destroyed or damaged before the closing.

15.	Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any oral agreements between the parties, as well as any prior writings.

16.	Modification
This agreement may be modified only by a written amendment signed by both parties.  Electronic signatures are acceptable.

17.	Governing Law
This agreement will be governed by and interpreted under the laws of the state of      , and any litigation will be brought in the courts of that state.

18.	Severability
If a court or arbitrator determines that a provision in this agreement is invalid or not enforceable, that determination will affect only that provision. The provision will be modified only to the extent needed to make it valid and enforceable. The rest of the agreement will be unaffected. 

19.	Notices
All notices must be sent in writing. A notice may be delivered to a person at the address that follows the person's signature or to a new address that the person designates in writing. A notice may be delivered:
A.	in person
B.	by certified mail, or
C.	by overnight courier.

Date:

Seller: 

Signature______________________________
Buyer:  

Signature______________________________
Seller