ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made on [ INSERT DATE ] by and between PARTY A, a [ INSERT STATE AND TYPE OF ENTITY ] (the “Seller”) and PARTY B, a [ INSERT STATE AND TYPE OF ENTITY ] (the "Purchaser"), and [ INSERT NAME ] (“Selling Shareholder”). The parties are referred to singularly as “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller owns and operates [a business…] (the “Business”);

WHEREAS, Seller has agreed to sell and Purchaser has agreed to purchase substantially all of the assets of the Business, upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

TERMS AND CONDITIONS

SECTION 1. Sale Of Assets

THERE ARE SEVERAL METHODS FOR PURCHASING ASSETS INCLUDING (1) PURCHASING

ONLY CERTAIN ASSETS LISTED IN AN EXHIBIT OR (2) PURCHASING ALL ASSETS EXCEPT

THOSE RETAINED ASSETS LISTED IN AN EXHIBIT.

1.1 Assets. Subject to the other provisions of this Agreement, as of the Closing Date, defined in Section 2, Seller shall sell, convey, transfer and assign to Purchaser, free and clear of all liens, charges, encumbrances, debts, obligations and liabilities whatsoever, all of the Seller's right, title and interest in and to the assets of the Business, as set forth on Exhibit A, attached hereto and made a part of this Agreement, which includes but is not limited to [assets such as furniture, fixtures, inventory, customer lists, equipment, telephone numbers, all intangible rights, including but not limited to all goodwill in or arising from the Business as a going concern] (collectively, the “Assets”).

THE FOLLOWING PROVISIONS IS SAMPLE LANGUAGE WHEN INVENTORY IS INVOLVED.

CONSIDER WHAT INVENTORY WILL BE PURCHASED. HOW OLD IS IT? WILL THE PRICE