This Agreement for the Sale of Goods (“Agreement”) made and effective this __________ (Date), by and between ___________________________________ (“Buyer”) and ____________________________________ (“Seller”).

Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain tangible personal property.

Therefore, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1. Sale.

Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase the following tangible personal property (the “Goods”):  (List here or in an attachment).

2. Price.

Buyer shall pay Seller for the Goods $_________________. Buyer shall make payment of the full purchase price by 10 days following delivery of the Goods by Seller as provided herein, subject to Buyer’s right of inspection as set forth in Section 4 below.  In the event that the purchase price is not timely paid, in addition to its other remedies, Seller may impose, and Buyer shall pay, a late payment charge equal to two percent (2%) of the overdue balance amount each month.

3. Shipping.

Buyer shall purchase goods FOB Seller’s location and be responsible for all expenses associated with shipping.   The risk of loss from any casualty to the Goods, regardless of the cause, shall be upon Buyer upon the delivery of the Goods to Buyer’s shipper as set forth herein.  When practicable, Seller will follow Buyer’s requested shipping instructions.  If none are requested, Seller will use its discretion in selecting an appropriate transportation method.

4. Right of Inspection.

Buyer shall have the right to inspect the goods on arrival at Buyer’s facility.  Within 3 days after delivery, Buyer must give notice to Seller of any claim with respect to the condition, quality or grade of the Goods or non-conformance to this Agreement, specifying the basis of the claim in detail by fax or recognized overnight delivery service such as FedEx.  Seller may, at its option inspect the Goods at Buyer’s facilities to confirm that the Goods do not conform.  Failure of Buyer to comply with these conditions within the time set forth herein shall constitute irrevocable acceptance of the Goods by Buyer.  In the event the Goods do not conform to this Agreement, Buyer’s sole remedy and Seller’s sole obligation shall be at Seller’s option to replace the Goods at Seller’s expense or credit Buyer the amount of the purchase price for the non-conforming goods.  Return shipping expensive in this case shall be the sole responsibility of Seller.

5. Identification of Goods.

Identification of the Goods must be made in here or in an attachment.

6. Goods Sold in “As is” Condition

Goods are sold in an “As is” condition.  The Seller makes no warranties of any kind to the Buyer.  This clause shall be broadly interpreted in favor of the Seller.

7. Transfer of Title.

Transfer of title and full ownership rights in the Goods shall not pass to Buyer until Buyer has paid in full the purchase price to Seller including any late fees, if applicable, as described in Section 2., Price, above.

8. Limitation of Liability

In no event shall Seller be liable for any special, indirect, incidental or consequential damages arising out of or connected with this Agreement or the Goods, regardless of whether a claim is based on contract, tort, strict liability or otherwise, nor shall Buyer’s damages exceed the amount of the purchase price of the Goods.  This clause shall be broadly interpreted in favor of the Seller.

9. Taxes.

Buyer shall pay or reimburse Seller as appropriate for any sales, use, excise or other tax imposed or levied with respect to the payment of the purchase price for the Goods or the conveyance of title in the Goods to Buyer by any recognized government authority, whether at the local, state, or federal level.  In no event shall Buyer be responsible for any tax imposed upon Seller based upon Seller’s income or for the privilege of doing business.

I0. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or recognized over night delivery services such as FedEx.

If to Seller: _____________________________________________________________.

If to Buyer: ____________________________________________________________.

11.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

12.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

13.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

14.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

15.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                _______________________
Buyer                                Seller

_______________
Date

Sale of Goods Agreement
Review List

This review list is provided to inform you about the document in question and assist you in its preparation.

1. This agreement should be used only with tangible personal property.  “Personal property” includes items such as furniture, supplies and other “goods”.  It does not include real estate or intangible property (e.g., copyrights, software and other intellectual property).  This Agreement is not intended for regular inventory purchases.  This kind of agreement is generally used for the occasional purchase of property such as desks, chairs, used computer equipment, and other such equipment.

2. Clearly this form may not be appropriate for complex, technical, or perishable items that often require more specification, especially as to expected performance.

3. From a negotiation standpoint, with occasional purchases, both parties are better off to pay upon delivery or shipment.  Otherwise, controversy can linger and eat up a substantial amount of time, energy, and money.

4. Print two copies of the Agreement for the Sale of Goods, one for each party.  Both parties should sign each copy so that each can have an original copy.

This agreement dated __________(1)___________, is made By and Between
___________(2)______________, whose address is ____________(3)______________,
referred to as “Client”, AND ____________(4)_________, whose address is ________(5)
__________,
referred to as “Accountant.”

1. Parties to This Agreement. The Client, in order to properly conduct its business,
employs the Accountant. The Accountant is duly licensed by the laws of this state and engaged
in the business of providing independent accounting services and assistance to clients.

2. Services to be Provided. During the length of this contract, the Accountant shall serve
the Client and perform any and all services in accounting and tax matters as the Client requires in
connection with the Client’s business including the preparation of accounting statements, tax
reports and returns. The Accountant will also provide supervisory and advisory services to the
Client when requested.

3. Payments to Accountant. The Client agrees to pay the Accountant for services at the
following rates: (Discuss rate of compensation)

4. When Payments Are Due. The Accountant shall bill the Client on a regular basis for
services rendered which bills will be due and payable upon receipt.

5. Term of Agreement. This agreement shall become effective ___________(6)
__________ and shall continue in effect until ____________(7)______________ or until
terminated in accordance with this agreement.

6. Termination of this Agreement. This agreement may be terminated by either party on
fifteen (15) days notice to the other party. All such notices shall be by certified mail or delivered
personally.

7. Entire Agreement. This contract expresses the entire agreement between the Client
and the Accountant regarding this matter. This agreement can only be modified with another
written agreement signed by both the Client and the Accountant. This agreement shall be binding
upon both the Client and the Accountant and their respective heirs, legal representatives and
successors in interest.

8. Legal Fees. If either party brings a law suit in order to enforce or interpret the
provisions of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees in
addition to any other relief to which that party may be entitled.

9. Governing Law. This agreement shall be interpreted according to the laws of the State
of __________(8)_____________.

10. Independent Contractors. Both the Accountant and the Client agree that the
relationship created by this agreement is that of independent contractor and not that of employee
and employer. The Accountant is responsible for the payment of any taxes, including without
limitation, all Federal, State and local personal and business income taxes, sales and use taxes,
other business taxes and license fees arising out of the activities of the Accountant.

11. Signatures. Both the Client and the Accountant have read and agreed to this
agreement.

Witnessed or Attested by:

____________(9)_________________ ____________(10)______________
“CLIENT”
____________(9)_________________ ____________(11)______________
“ACCOUNTANT”

___________________________, referred to as GARAGE, and ___________________________, referred to as FLEET OWNER, agree:

GARAGE shall provide regular maintenance and repair services for FLEET OWNER for a period beginning on ____________________ and terminating on  ________________________.

FLEET OWNER operates the following types of vehicles:
_________________________________________________________________

GARAGE shall perform all regularly scheduled mechanical maintenance as is provided for severe-commercial service for the vehicles in their manufacturers manuals. FLEET OWNER shall deliver all vehicles to GARAGE within 125 miles of the scheduled intervals for service.

GARAGE shall perform regularly scheduled minor mechanical service within ½ working day from delivery, and any scheduled major service within 1 working day from delivery including provision of oil, filters and other parts specified for scheduled service.

GARAGE shall maintain complete records of all service performed and shall retain these records for a period of two years after performance and shall permit inspection of the same by FLEET OWNER at all reasonable times.

Unless otherwise provided, tires and batteries shall be separately billed as required.
For the performance of the regularly scheduled service, FLEET OWNER shall pay __________ (____________________________ & __/100 dollars) for each minor service, and  $__________ (____________________________ & __/100 dollars) for each major service.

GARAGE will provide major and unscheduled maintenance as required by vehicle needs.

GARAGE shall bill for service as required using the Chilton manual for labor, and obtaining all parts from _____________________________________ at their most advantageous rate.

FLEET OWNER shall pay directly for parts.

GARAGE shall charge a rate of $______________________ (_____________________________ & __/100 dollars) per hour for such service. As to all services provided herein, GARAGE shall give first priority to the work of FLEET OWNER.

Unless delayed by the unavailability of parts, or by force majure, in the event that GARAGE fails to perform major or minor service in the time specified herein, GARAGE owner agrees to pay as liquidated damages, and not as a penalty, 50% of the average rental rate of the type of vehicle out of service per half day delay and 90% of the average rental rate per full day of delay to FLEET OWNER. The average rental rate shall be determined by obtaining the maximum allowance permitted by the United States of America for its employees for such vehicles in the same city.  Such liquidated damages shall be deducted from the next monthly billing by GARAGE.

GARAGE shall at all times maintain garage keepers liability insurance in a minimum amount of $__________ (___________________________ & __/100 dollars) with a carrier reasonably acceptable to FLEET OWNER.

All services shall be billed monthly. FLEET OWNER pay any applicable sales or use taxes.

Dated: ___________________________

______________________________________
GARAGE

______________________________________
FLEET OWNER

Fleet Service Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Both parties are well advised to have their service and maintenance agreement memorialized with this agreement, modified to suit their exact purposes.

1.  Make multiple copies.  Give one original to each signing party.

_____________________, referred to as CONTRACTING PARTY, and ___________________, referred to as INDEPENDENT CONTRACTOR, agree:

INDEPENDENT CONTRACTOR shall perform the following services for CONTRACTING PARTY:
_______________________________________________________________

at the following rate of pay:
_______________________________________________________________

This agreement shall begin on ________________ and shall terminate on _________________ unless earlier terminated.
Contracting Party may terminate this contract on ____ days notice to Independent Contractor for unsatisfactory performance.

Both parties acknowledge that the Independent Contractor status is valid and that the Contracting Party would not have entered into this Agreement unless the other party was an Independent Contractor and warranted the same to the Contracting Party by signing this Agreement.

THIS IS AN AGREEMENT FOR INDEPENDENT CONTRACTING SERVICES. THE CONTRACTING PARTY PROVIDES NO BENEFITS SUCH AS UNEMPLOYMENT INSURANCE, HEALTH INSURANCE OR WORKER’S COMPENSATION INSURANCE TO INDEPENDENT CONTRACTOR.  CONTRACTING PARTY IS ONLY INTERESTED IN THE RESULTS OBTAINED BY THE INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR SHALL BE RESPONSIBLE FOR PROVIDING ALL TOOLS AND MATERIALS REQUIRED FOR PERFORMANCE OF THE TASKS AGREED TO. INDEPENDENT CONTRACTOR IS RESPONSIBLE FOR PAYMENT OF ALL FEDERAL, STATE AND LOCAL INCOME TAXES.

Dated: ____________________________

_________________________________________________
CONTRACTING PARTY BY AN AUTHORIZED OFFICER

_________________________________________________
INDEPENDENT CONTRACTOR

Agreement for Independent (IRS Form 1099) Contracting Services
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  You are wise to get this agreement signed with independent contractors to protect your interests in any IRS audit.  It serves to document the provider’s role as a 1099 contractor as opposed to being an employee.

1. Make multiple copies.  Put one in the file kept for the individual service provider and another in your accounting files.  Give one to the provider themselves.

____________, 20__

____________________________
____________________________
____________________________

Attention: _________________

Dear __________:

We retain your law offices to represent us in regard to a claim against _____________________, related to ______________________.

Your fee shall be contingent on collection from the responsible parties, and shall be as follows:

_____ per cent for recovery before suit
_____ per cent for recovery after suit is instituted
_____ per cent for recovery if an appeal is required

Out of pocket costs reasonably expended and with prior approval of us will be deducted from settlement.

If not funds are collected, then we are not responsible for any costs, including your firm’s out of pocket expenses.

If this arrangement is acceptable, please sign and return a copy of this letter to us.

Best regards,

__________________________________________
Plaintiff

Accepted: _________________________________
Law Firm

Enc.  Extra Copy for Signature and Return

Lawyer Retainer Agreement, Contingency
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Contingency law suits benefit both the plaintiff, by only having them pay if they win, and lawyers, by giving them a big potential payday should they win.  If you are the Plaintiff, you should negotiate hard to get the lowest percentages from the lawyer.  Instead of just shopping around for who you like, consider shopping also for the best deal, as you would for any other purchase.

1. Make multiple copies.  Have the Lawyer sign one and return it.  If you are the lawyer, have the client sign one and return it.
2. You may have to negotiate on out of pocket expenses.  If so, shop for the best deal and act according to your best judgment with regard to keeping this clause or providing some payment of these expenses.
3. Lawyers should think seriously about using this short form agreement so as not to intimidate a potential client.  It lacks a lot of the brutality seen in many agreements but it accomplishes most of the same ends.  Its reasonableness will also help you retain the good will of the client, always a good thing.

To: ______________________

Regarding: _____________________________________

Dated: _______________

These goods are sold AS IS, WHERE IS, and WITHOUT UCC WARRANTY of any kind whatsoever.  There are no warranties given by seller, express or implied as to these goods, including, but not limited to, warranties of merchantability, and the sale is final. The buyer has no right of return for any circumstances of any kind.  The buyer has had an adequate opportunity to inspect the goods for faults prior to purchasing them.

_______________________
Seller

_______________________
Buyer

As is Sale, no Warranties
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This form should be used for all one time, “As Is” purchases, which usually relates to the acquisition of used equipment or materials of any kind.  It is in the Seller’s best interest to require the buyer to sign this statement.  It may seem like overkill to use these forms even at garage sales, but it can do the Seller no harm to do so and can protect him or her if pursued by a buyer.

1. Make multiple copies.  Give one to each signatory.  Keep one with the transaction file.

_________________________, referred to as INDEMNITOR, and ________________________, referred to as INDEMNITEE agree:

Pursuant to a _________________________ dated __________________, INDEMNITOR agreed to indemnify INDEMNITEE from certain claims and liabilities. A claim has been made by ______________________ against INDEMNITOR, on ___________________ a claim was made against INDEMNITEE for ___________________________________________.

The INDEMNITOR and INDEMNITEE disagree as to whether the contract provides for indemnity for the claim presented by INDEMNITOR.

The parties agree that INDEMNITOR shall provide legal counsel and other services necessary to defend the claim, provided that the provision of such services are not a waiver of any rights that INDEMNITOR may have to dispute whether the claim is required to be indemnified. Further, the parties agree that INDEMNITOR shall control the defense of the claim and INDEMNITEE will cooperate fully with the INDEMNITOR in the defense of the claim.

The parties shall submit the dispute regarding whether the contract provides indemnity herein to INDEMNITEE to a suit before the Court for.

Upon the final decision by the COURT finding that there is no indemnification, the defense shall be turned over to the INDEMNITEE.

Upon the final decision by the COURT finding that indemnity is provided, the INDEMNITOR shall proceed to defend the claim.

“Final decision” shall be defined as a ruling by a Court for which no further appeal is possible, or by agreement by the parties that no further litigation shall take place.

This is the entire agreement between the parties and this agreement may only be varied by a writing executed by the parties.

Dated: ______________________

___________________________________
INDEMNITOR

___________________________________
INDEMNITEE

Indemnification Agreement
Review List

This review list is provided to inform you about this document and assist you in its preparation.  This is a standard indemnification agreement related to a disputed situation.   Feel free to modify it as required by your circumstances.

1. Make multiple copies.  Give one to each signatory.  Keep one copy in the transaction file.

____________________, referred to as SELLER and _________________________, referred to as BUYER, agree:  BUYER and SELLER have entered into an agreement dated __________, 199___ for ____________________.

In consideration of the mutual covenants and payments to be made pursuant to the agreement, and in further consideration of the sum of $_________ (_______________&___/100 dollars) paid to by BUYER to SELLER, receipt of which is acknowledged by the SELLER, SELLER agrees not to compete with BUYER under the terms and conditions set forth herein.

During a period of ________ from the date of this agreement SELLER will not compete at any time, directly or indirectly with BUYER in the fields of:
________________________________________________________________

in the following geographic territory:
_________________________________________________________________

For the purposes of this agreement “competition” shall be defined to the include, but not be limited to, the following:
(a) Participating as a director, stockholder, or partner of, or having any direct or indirect financial interest (including a financial interest as a creditor) in any enterprise engaged in the fields stated above;
(b) Participating as an officer, employee, agent, representative, or consultant in, or rendering any services to, any such enterprise within the fields stated above;

SELLER further agrees that for a period extending _________ after the substantial consummation of the sale, SELLER shall not solicit for employment or employ any of the employees as of the date of substantial consummation of the same. However, in the event that BUYER terminates any employee, SELLER may employ that individual, provided that such employment is not limited by any valid non-competition agreement either assigned by SELLER to BUYER or entered into to between BUYER and the employee.

SELLER acknowledges that the restrictions contained herein are reasonable and necessary to protect the business and interest, which BUYER is acquiring pursuant to the above-referenced purchase and sale agreement. It is further agreed that BUYER would suffer irreparable injury if the restriction is not obeyed, and that injunctive relief is appropriate for any violation of the same.

Dated: ____________________________

__________________________________________________
____________________, SELLER

__________________________________________________
____________________, BUYER

Non-Compete, Covenant
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This Non-Compete Covenant can be used with other documents to prevent competition.  To preserve its legality and enforceability, it must be limited in terms of scope, geography, and time.   In simple terms, you should draft it as narrowly as possible to improve the odds of its enforceability—and usefulness in settlement negotiations should such an occasion arise.   This “covenant” is intended to be an “addition” to other agreements though it can easily stand on its own.  Sometimes people desire to have this separate “covenant” so it can be prosecuted separately, if need be.

1. Make multiple copies.  Keep one in the transaction file and another in the corporate file.

WHEREAS, on ____________________, ___________________, an insurance company, was presented with a claim arising from:
________________________

under insurance coverage provided to ______________________, under its coverage for:
______________________,

and, WHEREAS, on _________________________, ___________________ paid a claim in an amount of $ ____ (________________ & ____/100 dollars), with a deductible of  $ _____(________ & ____/100 dollars), arising from the perils and covered by the policy stated above, NOW, THEREFORE:
______________________, his heirs and assigns, herewith assign and convey to ________________ and any all rights against any entity who may be liable to ______________________ for the loss stated above.
______________________ shall pursue any and all responsible parties at its own expense, and may at its option, bring such action in its own name or that of ______________________.
______________________ herewith covenants and agrees to fully assist ___________________ in pursuit of its rights of subrogation herein.
___________________ may at its option pursue the deductible loss of ______________________.

In the event that ___________________ does so, it shall notify ______________________, and, further, ______________________ agrees that if any recovery is made that it will share in all costs related thereto pro rata.

______________________ further agrees not to release or exonerate the adverse party or parties or enter into any compromise with them without the prior approval of ___________________.

______________________ shall execute any and all instruments reasonably required by ______________ in connection herewith.

Date: _____________________________________

___________________________________________________
______________________

Subrogation Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.   This is a technical document that should only be executed by someone expert in the field.

__________________, referred to as PLAINTIFF, and _________________, referred to as DEFENDANT, agree:
The parties have been engaged in litigation before the _____________Court of ___________, case number ____________, styled _________________ vs. ___________________.
On _________________, the Court rendered a decision in the matter. The parties desire by this agreement to reach a final and complete settlement of the dispute.
All parties hereto waive the right to file any Motions or other legal process to request that the judgment be modified, vacated or appealed in any way.
In full and complete settlement of the disputes litigated and which could have been litigated, the following settlement shall occur:
CASH AWARD TO PLAINTIFF OF $____________________.
Said settlement shall be consummated no later than ______________. The parties shall execute such dismissals as may be required to effect this agreement. In the event that either party fails to consummate the settlement, the parties may apply to the Court stated above to enforce this agreement.
Upon the consummation of the settlement, the parties shall exchange releases in the form attached hereto.
The terms of the settlement shall be confidential and no party hereto shall reveal the terms of the settlement. However, the parties may state that the matter has been amicably resolved.

Dated: ________________________

_______________________________________
Plaintiff

_______________________________________
Defendant

Reviewed and approved by counsel for Plaintiff:
_______________________________________

Reviewed and approved by counsel for Defendant:
_______________________________________

Settlement Agreement
Review List

This review list is provided to inform you about this document in question and assist you with its preparation.  This settlement agreement is intended to end the dispute without further judicial appeals or motions.  It can be adapted to a variety of settlement situations.
1.  Make multiple copies.  Give one to each signatory.  Keep one with the transaction file.