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Sana'a, Yemen
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TABLE OF CONTENTS
Page
(Legal Marriage Contract) ...................................................................................... 6
(Marriage Affirmation ) .......................................................................................... 7
Copy of Marriage Entry .......................................................................................... 8
MARRIAGE CONTRACT DOCUMENT .............................................................. 9
DIVORCE ATTESTATION DOCUMENT ......................................................... 10
Divorce ................................................................................................................... 11
Subpoena ............................................................................................................... 12
Vehicle Driving Training License ........................................................................ 14
Loss of Passport..................................................................................................... 15
Residence Renewal ................................................................................................ 16
Translation services Quotation ............................................................................. 17
Visa to Ethiopia ..................................................................................................... 18
Entry Visa .............................................................................................................. 19
General Medical Certificate .................................................................................. 20
General Medical Checkup .................................................................................... 21
General Age Certificate........................................................................................ 22
Legal Power of Attorney ..................................................................................... 23
Faculty of Commerce & Economics .................................................................... 24
Graduation Certificate .......................................................................................... 25
Criminal Status Sheet ........................................................................................... 26
Secondary School Final Examination Result ...................................................... 28
Birth Entry Copy ................................................................................................... 29
Birth Certificate ..................................................................................................... 31
Personal I.D card .................................................................................................. 32
Driving License ..................................................................................................... 33
Death Certificate ................................................................................................... 34
Certificate of Good Conduct ................................................................................. 35
Balance Sheet .................................................................................................... 36
C.V ......................................................................................................................... 38
C.V ......................................................................................................................... 38
Resume................................................................................................................... 39
Joint Venture Agreement ................................................................................ 40
Employment Agreement .................................................................................. 43
EMPLOYMENT AGREEMENT ......................................................................... 46
EMPLOYMENT AGREEMENT ......................................................................... 48
TOP .................................................................................................................... 49
LEASE AGREEMENT ........................................................................................ 50
Renter Lease Form - Property Lease Form ................................................ 56
Proxy..................................................................................................................... 58
Automobile Rental Agreement ...................................................................... 59
Articles of Incorporation ................................................................................. 61
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Construction Contract - Construction Forms ........................................... 63
General Power of Attorney ............................................................................. 65
Letter of Resignation ........................................................................................ 66
Buy-Sell Agreement .......................................................................................... 67
General Release................................................................................................. 74
Affidavit ................................................................................................................ 75
Promissory Note Business Form Template ............................................... 76
Minutes of the Annual Meeting of the Board of Directors ..................... 79
Contract 1, Goods ............................................................................................. 80
Contract 2, Goods ............................................................................................. 81
Contract For Sale and Purchase ................................................................... 82
Agreement with Accountant .......................................................................... 85
Letter of Appreciation to Employee ............................................................. 87
Shareholders Agreement ................................................................................ 88
Agreement Between Owner and Construction Contractor .................... 90
Rent Receipt Business Form ......................................................................... 93
Subscription Agreement ................................................................................. 94
SECURITY AGREEMENT .................................................................................... 95
Equipment Maintenance Agreement............................................................ 97
Equipment Leasing Agreement ..................................................................... 99
Consignment Agreement .............................................................................. 100
Special Power of Attorney ............................................................................ 101
Property Management Agreement Business Form ............................... 102
Lease Agreement For Furnished House ................................................... 104
Option Agreement For Purchase Of Real Property ............................... 106
Employment Information Form ......................................................................... 110
Bylaws Shareholder Meeting ....................................................................... 111
Sale of Motor Vehicle ..................................................................................... 116
Contract For Purchase and Sale ................................................................. 117
Cash flow statement ............................................................................................ 124
Mortgage Agreement Form ................................................................................ 125
JOINT VENTURE AGREEMENT .................................................................... 130
LEASE OF PERSONAL PROPERTY ............................................................... 133
MORTGAGE DEED ........................................................................................... 135
GENERAL RELEASE ........................................................................................ 138
MUTUAL RELEASE .......................................................................................... 139
INDEMNITY AGREEMENT ............................................................................. 141
RELEASE (INDIVIDUAL) ................................................................................ 142
MUTUAL RESCISSION OF CONTRACT ....................................................... 143
COVENANT NOT TO SUE ............................................................................... 144
Sale of Goods Agreement .................................................................................... 145
GENERAL POWER OF ATTORNEY ............................................................... 147
ASSIGNMENT OF CONTRACT ....................................................................... 151
ASSIGNMENT OF ASSETS .............................................................................. 152
ASSIGNMENT OF MORTGAGE ..................................................................... 154
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NOTICE OF ASSIGNMENT ............................................................................. 154
Petition for Change of Name of Adult ............................................................... 156
Power of Attorney by Husband and Wife ........................................................... 157
SECURITY AGREEMENT ................................................................................ 161
GUARANTY ........................................................................................................ 163
DEMAND FOR PAYMENT .............................................................................. 165
DISPUTED ACCOUNT SETTLEMENT .......................................................... 166
PROPERTY MANAGEMENT AGREEMENT ............................................... 167
PARTNERSHIP AGREEMENT ........................................................................ 169
ARTICLES OF ORGANIZATION ................................................................... 171
OPERATING AGREEMENT ........................................................................... 172
GENERAL AGREEMENT ................................................................................. 185
ADVERTISING AGENCY AGREEMENT ....................................................... 186
SALES REPRESENTATIVE AGREEMENT ................................................ 191
Bill of Sale of Personal Property (Sold As-Is) ......................................... 201
Bill of Sale of Personal Property (Sold with Warranty)......................... 203
BILL OF SALE OF BUSINESS ........................................................................ 205
AGREEMENT TO SELL BUSINESS ............................................................... 206
Residential Lease Agreement ...................................................................... 208
NOTICE OF DISMISSAL .................................................................................. 216
WARNING NOTICE .......................................................................................... 217
DISCIPLINARY NOTICE ................................................................................. 218
NOTICE OF TERMINATION DUE TO WORK RULES VIOLATION ......... 220
PAYROLL DEDUCTION AUTHORIZATION ................................................. 221
Agreement to Sublease/Sublet .................................................................... 222
Commercial Lease Agreement .................................................................... 225
MARITAL SETTLEMENT AGREEMENT ..................................................... 234
COMPLAINT FOR DIVORCE ......................................................................... 252
FINAL NOTICE BEFORE LEGAL ACTION .................................................. 256
LANDLORD'S NOTICE TO VACATE ............................................................. 257
NOTICE TO VACATE FOR NON-PAYMENT OF RENT .............................. 258
CONFIDENTIALITY AGREEMENT ............................................................... 259
Articles of limited partnership. ........................................................................... 262
GENERAL PARTNERSHIP AGREEMENT .................................................... 267
Employment agreement. ..................................................................................... 284
Automobile—In general. .................................................................................... 286
Rental agreement. ............................................................................................... 290
Building contract. ................................................................................................ 293
Agreement between contractor and subcontractor. ........................................... 296
Illustrative agreements. ....................................................................................... 299
Security deposit.................................................................................................... 300
Lease of warehouse. ............................................................................................ 301
COMMERCIAL LEASE ..................................................................................... 302
SELLER'S AGREEMENT TO REPURCHASE ............................................... 305
EMPLOYMENT CONTRACT (SALES) ........................................................... 306
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HUSBAND AND WIFE-TERMINATION BY DIVORCE............................... 314
NOTICE TO CORRECT CREDIT..................................................................... 315
GENERAL AFFIDAVIT .................................................................................... 316
POLYGRAPH CONSENT .................................................................................. 317
BALLOON NOTE ............................................................................................... 318
RECEIPT ............................................................................................................ 319
Formation of the Company ........................................................................... 320
Auditor's Report .............................................................................................. 323
References ............................................................................................................... 326
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In the Name of Allah The Compassionate, The Most Merciful TOP
Republic of Yemen
Ministry of Justice
General Dept. of
Notarization & Registration
No.:
Date: 1st Rabia Thani,1430 H.
Corr.: 28/03/2009
356871
(Legal Marriage Contract)
Allah, The Almighty said: “Of his miracle that he created for you out of yourselves spouses to
shelter with, and he made among you affection and kindness”.
The Prophet of Allah, His prayers and peace be upon him, said: “Get married, get descendants, I
will be proud of you before other nations at the Resurrection Day”.
On, the seventh day of Dhil Hajja 1406 A.H corresponding to 13/08/1986 A.D.
It took effect before us, Notarization & Registration Office – Aden Gov., holding --- card No.
(----) issued in the ---- ---, on ------, the legal marriage contract between Mr. SAMEH AMIN
ALBARATI, Yemeni Nationality , born in 1964 in Aldahkla, Alshaer District, Governorate of
IBB, holding ID card No. (4545488), issued from Lahj, on 09/03/2004 and Miss HUDAILA
NASSER OBAID, Yemeni Nationality, born in 1969, in Kadan labous village District of
Yafea, Lahj Governorate. After her acceptance (consent) legally considered both parties of the
contract (contracted for them) being free of Legal (Shariah) apparent prohibitions; the contract
concluded by the closest relative who is her father, Mr. Nasser Obaid Ali Mohammed, holder
of Personal ID Card No. (454546), dated 14/05/1996, issued in Lahj, on grounds of his legal
Guardianship on her, that is done in response to the Holy Qura’an and the Sunnah of the Prophet
of Allah, His prayers and peace be upon him, and on the agreed dowry (Agreed upon
) paid
at the contract conclusion to her legal guardian and “deferred dowry” agree upon on legally
considered consent of her husband
Thereby, the contract concluded legally correct on the grounds mentioned hereunto, in the
presence of the Witnesses: Mr. Qassem Musa Saleh Qirwash and Mr. Khalid Mohammed bin
Mohammed AlQumali.
God blesses and almsgiving to this contract of marriage.
Dated: 1st Rabia Thani,1430 A.H corresponding to 28/03/2009 A.D.
Entry at Authentication Department
No.
Date
29
28/03/2009
Notarization & Registration
Name of Court
Signature & stamp
(signed)
Office – Aden Gov
Contract Writer : Fawziah Abdo
(signed)
* Seal of Notarization & Registration Office – Aden Gov
* Authenticated , sealed and signed by the Foreign Ministry, Aden Office, Republic of
Yemen.
* Authenticated and sealed by the Appeal Court , Notarization and Registration Office,
Aden Gov.- Ministry of Justice
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TOP
In the Name of Allah The Compassionate, The Merciful
Republic of Yemen
No.: …..
Ministry of Justice
Date:…….
Gen. Dept. of Notarization & Registration
South-west Capital Secretariat Court
(Marriage Affirmation )
On, Wednesday, 15/02/1427H .corresponding 15/03/2006, Mr: ALI ABDULLAH ALI,
Ethiopian nationality, approached to South-East- Capital Secretariat Court claiming
that he was born in Ethiopia , docile in Sana'a, holding Passport No. (307627) dated
01/09/1993, issued in Ethiopia, and that he has got married to Miss/ SAIDA ALI
OBAD, Ethiopian nationality, on 1966.
the contract writer is MOHAMMED M. OBAD KHALEEL GAROW , Surname :
GAROW, and that the marriage contract document was lost besides the witnesses :
Mr. ALHAJJ AHMED SHARAH and Mr. AYED ABDULLAH MOHAMED,
Having listened to the case, HAMOUD MOURSHID AL-SHAMI, from Sana’a,
domiciling in Sana’a was appointed by the court to listen the case and reply to it. Then he
replied to the case in denial. At the same time the court asked the prosecutor to confirm
on the case contents. Hence, he fetched two witnesses Mr. ABDULGABAR AHMED
AL- KASSOS, holds passport No. (63009), issued in Sana’a on 22/07/1997, andMr
.MOHAMED ABDULLAH ABRIAHEEM , holds ID No .(3693), issued in Sana’a , On
23/10/1994 , and each one certified in isolation that MOHAMED ABDULLAH ALKASSOS got marred to Mrs. FATHIAH ON 1969 , and that the conjugal relationship is
still available between them up to date . After that, the appointed one was asked to reply
for the prosecutor’s affirmation, as he replied in asking for modification and attestation of
the witness testimony , then the prosecutor again fetched Mr. MOHAMED AHMED ALMOA’AD & Mr. ABDULWASA’A AHMED AL-NADARI , whereas they attested and
modified witnesses , at the same time the court was asked to do the legal proceedings . In
accordance with the testimony of the attested & modified witnesses:
I, ABDULLAH SALEH AL- QA’AUAS , judge of West – Sana’a court ,confirm that it
has been legally affirmed that Mr. MOHAMED ABDULLAH HASSAN AL- KASSOS
, District of Sana’a , Governorate of Sana’a , of Yemeni nationality , and that Mrs.
FATHIAH MOHAMED HASSAN AL- KASSOS is the legal wife the mentioned from
26/06/1969 , also that the conjugal relationship is still available between them
Dated on 23/06/1423 H. Corr. 01/09/2002
Attested by:
Signature of the judge
Official seal of the court
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Republic of Yemen
Ministry of Interior
Civil Status & Record Authority
TOP
Copy of Marriage Entry
Civil Status and Record Dept.: Head Office
District: Head Office Gov. : Capital Secretariat
Couple Data
Full Name
Name
Husband
Wife
Father's
Name
G. Father &
Surname
HAMZAH
ABDULLAH ALI Sameh
Fadhliah
ABDO
NADEESH
Full
Mother's
Name
Religion
Nationality
Job
Date
of
birth
Fatima Ahmed
Muslim
Abdullah
Zahra Saleh
Muslim
Nadeesh
Card
NO.
Personal 45454
ID card
Date
of
issue
17/04/2007
Village/
Town
laborer
01/01/1980
Yemeni
House
wife
15/04/1980
Al-Arash
District
Gover.
/ country
Alwahda
Capital
Secretariat
Rada'a
Al-Baida'a
Entry in the Civil Record
Authority
Dept.
Place of Birth
Yemeni
ID Data
Card
Type
Birth Data
District
Issuing Authority
Governorate
No.
Date
Dept. district Governorate
Capital Secretariat
Document Data
Date of contract in letters
Day
Month
Year
Sixteenth
of
July
Two
thousand
and four
Contract place
Village/town
district
Governorate
Capital secretariat
Marriage
type
New/indorsed
New
Documentation authority
Court
name
Document
NO.
Date
South
wesr
of
Sana'a
175
24/04/2007
Procedures
The copy of marriage has been registered under No. 1 and No. 106 Dated: 25/02/2009
At the Civil Status and Record Dept: Head Office District: Capital secretariat
Gov.: Capital secretariat
Issued on 25/02/2009
Official in charge: (Signed).
Director of Civil Status Dept.
Colonel /Mohamed A. AL-Eriany
& Sealed
Entry No. 2238
Date : 02/03/2009
*Seal of Civil Status & Record Authority.
*Approved by the Head of Civil status & Record Authority(signed & Sealed)
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Republic of Yemen
Ministry of Justice
General Department for
Notarization & Registration
Ser. No.: ----------0321233----------No.: --------------------------------Register :---------------------------TOP
MARRIAGE CONTRACT DOCUMENT
On day Monday 1 of Jumada Thani, 1430 A. H.,, corresponding to 25 May 2009 A.D., it took before me, Trustee/
Fath Allah Saleh Shaiban, holder of a Legal Profession Card No(874) dated 02/03/2009 AD, issued by Ministry of
Justice, the legal Marriage contract concluded between MOHAMED ABDULLAHI DUALE surname: ………. and
FADUMO SAEED MOHAMED Surname: ……………
S.
1
Data
Card
2
3
4
5
6
7
8
9
Date of birth
Place of Birth
Permanent Residence
Nationality
Former Marital Status
Educational Level
Profession
full Mother's Name
Couple Data
Husband
Type: Passport No.: 457971693 , date of issue:
18/03/2009 AD, place of issue: America
/ /
A.H. - 10/12/1968 AD
Directorate: Somalia, Airjabu, - Governorate: Sanaj
Directorate: America
American
--
Secondary School
-
Khadija Jamea Othman
wife
Type: Refugee card No.: 06/27151, date of issue:
27/02/2006 AD, place of issue: Sana'a
/ /
A.H. - --/--/1982 AD
Directorate: Hinjlu, Gov.: Sanaj
Directorate: Cap. Secr. , Gov.: Capital Secretariat
Somali
-Primary School
Housewife
Asab Eisa Hussein
After her acceptance (consent) legally considered both parties of the contract, being free of
Legal apparent prohibitions; the contract concluded by her closest legal guardian her father
Saeed Mohamed Adam, holder of passport No(A09931185) dated 03/10/2000 AD, issued from Somalia,
that is in response to the dome of The Almighty Holy Qura’an and the Sunnah of the
Prophet of Allah, His prayers and peace be upon him, and on the full cash dowry of (USD
2000) mutually agreed upon by the above-mentioned husband paid at the time of
contract(deferred)…Fully paid… . Thereupon, the legal contract has been concluded as
above-mentioned, in the presence of:
First witness/ Hasan Abdullah Hussein, holder of Refugee Card No. (09256196), issued in Sana'a on
29/06/2009 and
Second witness: Abdulrahman Ibrahim Qawada'a , holder of Refugee No. (06/11451), issued in Sana'a
dated on 01/02/2009.
and
God blesses and Almsgiving to this contract of marriage.
Wife Guardian thumbprint
Wife thumbprint Husband thumbprint
First Witness Sign.
(Signed)
(Signed)
Second
Witness Sign.
(Signed)
(Signed)
(Signed)
Document Writer's name: Trustee Fath Allah Saleh Shaiban
In his capacity of: Trustee of West of Capital Secretariat of of first instance
Signature: (Signed) & (Sealed)
Authentication Dept. Head
(singed)
Authentication official
(signed)
*Seal & Approval by the Authentication Dept. - West of Capital Secretariat Court of first instance which
authenticates the handwriting and signature of trustee Fath Allah Saleh Shaiban on 27 Rajab,1430 A.H
corresponding to 20/07/2009 under No. 1256-1430 A.H.
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In the Name of Allah, the Merciful, the Most Compassionate
TOP
Republic of Yemen
Ministry of Justice
General Department of
Notarization & Registration
Ser. No.: 117403
No.: -------------------------Register :----------------------------
DIVORCE ATTESTATION DOCUMENT
On Tuesday 5th of Sha'aban , 1429 A.H. ( lunar calendar ) , corresponding to 12/08/2008.
I, Ali Ahmed Al-Dailami, holder of Card No. 1065 dated 01/01/1995, issued from the Ministry appeared
before me Mr. Same Tadese Sebehatu and his surname Kidani , who asked me to issue a document of
effecting divorce to his wife, Mrs. Rahel Wondimu Darge
.
Divorcee & Divorcée Data
Sr. Data
Divorcee (proxy)
Divorcée
1 Card
Type: UNHCR Card No.: 25200520092, date of Type: UNHCR Card No.:
issue: 04/02/2007 AD, place of issue: Sana'a
6770701140, date of issue:
26/02/2008 AD, place of issue: Sana'a
2 Date of birth
…./…../1980.
…./…../ 1987
3 Place of Issue
Directorate: Khartoum
Gov.: Sudan
Directorate: Arsi Gov.: Ethiopia
4
5
6
7
8
Permanent
Residence
Nationality
Educational
Level
Profession
full Mother's
Name
Directorate: Al-Zubairi Gov.: Sana'a
Directorate: Al-Zubairi Gov.: Sana'a
Eritrean
Academic
Ethiopian
………………….
Employee
Zainab Abu Bakr Abdul-Karim
High School(secondary Cert.)
Housewife
After being aware of their marriage contract, which was written by Ali Ahmed Al-Dailami, dated 13
Rabe'a 1429 A.H. and was recorded in ………//…………. Court under No. (-//-) dated …./…../14……A.
H., corresponding to …./…../.…… A.D., and after the attempt of reconciliation and advice to the couple
the husband insisted on divorcing his mentioned wife where he acknowledged performing irrevocable
divorce on 12/08/2008 A.D. and that was the third divorce according his testimony.
Accordingly, she shall not remarry until the period of waiting ends since the date of her informing of the
divorce event and the event was witnessed by: Mr Yasser Rasheed Siro, holds UNHCR card No. : 25205200993, issued by the UN, Sana'a on 15/01/2007 A.D., and Mr. Farzaji Berhi Joloum, holds a
residence card No. //238799//, issued in Hodeidah on 05/07/2008 AD.
Signature & Thumbprint of Divorcée
First Witness
Second Witness
Thumbprint
Thumbprint
Thumbprint
Document writer: Ali Ahmed Al-Dailami
In his capacity of: (signed & Sealed)
Registered with the Court/ ………………………. under No. ………….., Record/ ……………..on …./…./…. A.
.kjlkj
Responsible
Head of Authentication Dept.
Court Head
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Republic of Yemen
Ministry of Interior
Civil Status & Civil Register Department
TOP
Divorce
District
Divorced Particulars
Mother's
Full name
Type
of
Card
Jan.
Entry in Civil Register
Issuing authority
No.
Dep. Dist. Gov.
Gov./
State
Dhamar
Dist.
Dhamar
Anes
Anes
Vill./
City
1967
Date of
Birth
Place of Birth
1972
Occupation
Birth Particulars
Employee
Yemeni
Yemeni
Governorate
Housewife
Moslem
Rahma
Dhirar
Saleh
Ahmed
Imadah
Ahmed
Al-Gomly
Card's Particulars
Card Date
Issuing authority
No.
of
Dep. Dist. Gov.
Issue
Date of Divorce
Day Month
Year
2nd
Moslem
Saleh
Mutter
Saleh
Mosleh
Assad
Ahmed
Soud
Sabah
Divorced
Divorced
Religion
Full name
Nationality
Civil Status & Civil Register of:
Date
Witnessth Particular
Place of Divorce
Type of
Authentication Authority
Vill./city Dist. Gov. Divorce Name Witnessth Date of
of
No.
Witnessth
Court
Two
thousand
six
Sana'a
Procedures
Entry copy has been recorded in the Divorce Register No. 1 under No. 3 date: 15/02/2006
Civil Status & Civil Register of:
District
Governorate
Written on: 15/02/2006
Specialized Officer (signed)
Name of Civil Status Manager:
Col. / M.A. AlAryani
Signature: (signed)
- Seal of Civil Status & Civil Register Department
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TOP
Republic of Yemen
Ministry of Interior
District: Capital Secretariat
Police Station: Haddah
No: 9731/2005
Date : 30/08/05
Encl.: delivered by court order
Ref.: Custody
Subpoena
Ser Personal Name
Safiah Saeed Ahmed
Domicile
Mother’s house
( Haddah)
Occupation
House wife
Purpose of subpoena
Return the child/
Hajer to her father
Basem Mhmood
Awon custody by the
Court’s order
Mr./ Lieutenant: Mahmoud Abdo Ahmed
Esq
You are charged to be present before us on Tuesday, 06/09/05 at 10:00 am
Pursuant to Article (64) of the Procedures Penal Code
Written on 30/08/2005
Official Stamp
Issuer of order & his capacity
Haddah Police
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TOP
Republic of Yemen
Ministry of Interior
Value: YR hundred
Traffic Department
(PHOTO)
Traffic Office: Capital Secretariat
Ser.:126565
Vehicle Driving Training License
It is licensed for Mr./ MAJEDI MURAD ABDUL-WAHED MUTAHAR,
residing in: Hadah Street, Sana'a
to train for driving a vehicle of the type: Private - Category: B , for: One
Year period from 19/03/2007 to 19/03/2008
1- Any person holding a Driving Training License may not drive any vehicle
unless he is accompanied by an instructor who has a driving license, which
is not less than two years. Moreover, two plates shall be put, during the
training on driving; one to be fixed at the front and the other at the rear and
the word (Learner) should be clearly written in red color on a white
background plate.
2- No one may train any other person unless he has a valid driving license,
which is not less than two years. The person who is training on driving a
motorcycle is excluded from this condition.
Capital Secretariat Traffic Manager Name: Colonel/ Mohamed Al-Babiliy
Signature: (signed & sealed)
Renewals
Renewed on
/ /
expiration / /
Renewal Receipt No.
Receipt No. ………… signature & stamp
…
Renewed on
/ /
expiration / /
Receipt No. ………… signature & stamp
…
Renewed on
/ /
expiration / /
Receipt No. ………… signature & stamp
…
For official use:
Tests Results
1- Theoretical Test: …………………………………………………………
………………………………………………………………………………
2- Practical Test in vehicle driving on the Test Ground and public road
………………………………………………………………………………
2- Final decision of the examination officer:- …………………………….
Name:- ………………….. Rank:- ……………. Signature: …… Date:- / /
- Seal of Capital Secretariat Traffic Office
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Republic of Yemen
Ministry of Interior
No.: 430/23/3061/2006
Date: 10/05/1427 AH
Capital Secretariat Governor
General Manager Office
Corres.: 10/05/2006
TOP
Dear/
President Immigration, Passports & Nationalization Authority
Esq.
After compliments,
Loss of Passport
In reference to the above-mentioned subject and to the Sabean Security
Manager's Note No. (43/18S/1/1635/2006), dated 21/05/2006, which
included the report from the called/ Zamzam Yasin Suraj (Ethiopian citizen)
that she has lost her passport, issued in Ethiopia under No. (N168808).
Thus, evidence collection minutes were carried out with the mentioned and
her reporting was entered at Haddah Police Station under the No. (289), on
09/04/2006.
Thereupon,
The mentioned is sent to you to take your legal measures, according to
regulations.
Best regards
Brig./
(signed)
Mohammed Saleh Ma'ayad
Capital Secretariat Governor
-
Seal of Capital Secretariat Governor
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Residence Renewal
TOP
Republic of Yemen
Ministry of Interior
No.: 48//18/11/28/69/2007
Date: 17/12/2007
Immigration, Passports & Nationalization Authority
Head Office
-----------------------------------------------------------------------------
Dear/
President of Immigration, Passports & Nationalization Authority
Esq.
After compliments,
Subject: The Yemeni Citizen/
ID Card No.: (
)
The above-mentioned citizen approached us requesting exemption of penalty
and renewal of residence to his wife, who holds the Indian nationality
pursuant to the Indian Passport No. (4 4192), issued in India. She is his wife
pursuant to a marriage contract, translated to Arabic, a copy of which is
attached. She legally entered the country in 1992 and that the conjugal
relationship is still available between them.
Thereupon, we request your instructions so that we may be able to exempt
her from the penalty and renew her residence.
With best regards
Colonel./ (signed)
Mukhtar Ali Mohammed Ismael
General Manager of Immigration, Passports & Nationalization
Hadhramout Governorate
-
Seal of Immigration, Passports & Nationalization - Hadhramout Governorate
Encl.
1. copy of the husband ID Card
2. copy of the wife Passport
3. copy of "Marriage Contract"
16
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TOP
Translation services Quotation
We are pleased to provide you with our translation services with reasonable prices for the
documents of geological content as the following:
Font Size 14
Description
Price/page
English-Arabic Translation 1300 YR
Arabic-English Translation 1500 YR
Delivery: upon agreement.
We hope that the above prices meet your satisfaction.
Best regards,
17
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
TOP
Visa to Ethiopia
-
(Translation)
Abdan Medical Laboratories
Intersection of Gamal & Alawadi St.
Tel.: 967 4 251 735
Fax: 967 4 251 503
P.O.Box: 6611
Taiz – Yemen
E-mail: ABDAN 2 @ yemen.net.ye
Date: 30/06/07
To: Consul General of Ethiopian Embassy,
Sana'a, R. of Yemen
From: Abdan Medical Laboratories
Taiz
Subject: Entry Visa for
Dear Sir,
We would like to inform that Mr./ HAFDH ABDULWASEA FAREA
MUGAHED, of Al-Hugaria – Taiz, holder of Passport No. 02503965 wishes
to travel to friendly country, Ethiopia, for tourism purposes. He will travel
and come through our guaranty, since he is working with us.
Best regards.
- Seal Abdan Medical Laboratories
18
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
TOP
To: HE Consul General of the British Embassy,
Sana'a, R. of Yemen
From: Aqel Mohammed Naji Alga'afari
A-Khafgi, Sana'a
Tel.: 711319200 / 712399336
Home: 608279
Date: 09/04/06
Entry Visa
Subject: Entry Visa
Dear Sir,
My father, Mohammed Hazam, is currently an inpatient at the Birmingham
Heartlands Hospital, according to the attached letter. Hence, I request YE to
kindly grant me an entry visa so that I may be able to be near my father, who
might be in his last days, due to the advanced lung cancer he is suffering
from.
Your cooperation will be highly appreciated.
Sincerely yours,
.
Aqel Mohammed Naji Algaafari
Algaafra's Sheikh,
Follow-up, Contact & Communications' Responsible,
Peoples General Conference, at Circuit 116
19
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
REPUBLIC OF YEMEN
MINISTRY OF PUBLIC HEALTH
OFFICE OF THE HEALTH AFFAIRS
IN THE PROVINCE OF AMRAN
TOP
No: 43199
General Medical Certificate
This certificate is issued by the Ministry of Health according to the medical
report enrolled in the Health Affairs Office in the province of Amran
for Mr. Mohammed Ahmed Ahmed Farhan
The mentioned name was found fit and free of parasite and infectious
diseases and his visual is equal…………………………….
(Signed)
General Director of Health
Affairs, Province of Amran
Dr. Abdul-Ghani Ali Al-Ghazi
*Seal of Office of Public Health & Population- Ministry of Health and
Population- Amran Governorate
20
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
REPUBLIC OF YEMEN
MINISTRY OF PUBLIC HEALTH
NO: 63058
Date: ………….
Office of Health , Governorate of Amran
Center/Hospital : ………………..
Medical Committee No. (
Sealed
Photo
)
TOP
General Medical Checkup
Full Name: Mohammed Ahmed Ahmed Surname: Farhan
Physicians Report :………well /healthy………………………………
Internist :………………… well /healthy ………………………………
Surgeon :………………… well /healthy ……………………………
Ophthalmologist:…………well /healthy ……………………………
Chest physician:……………well /healthy ………………………………
Dermatologist:…………… well /healthy……………………………
Neurologist :……………… well /healthy…………………………
Upon the request of :………………………….., the checkup was made for
the above mentioned person.
All stated in the physicians report are approve.
(signed)
(signed)
(signed)
Hospital /Center Director Preventive Heath Director
Health Office G. Director
Dr. Abdul-latif Al-Waqedi Dr. Abdullah Faradh
Dr. Abdul-Ghani Ali Al-Ghazi
*Seal of Office of Public Health & Population- Ministry of Health and
Population- Amran Governorate
21
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
Republic of Yemen
No:
Date: ………….
Ministry of Public Health
Health Office in the governorate
Of Amran
Sealed
Photo
TOP
General Age Certificate
For Employment Purpose
Full Name: Mohammed Ahmed Ahmed Surname: Farhan
Sex: Male
Nationality: Yemeni
Religion: Muslim
Place of Residence: Dharhan/ Jabal Yazid
Work: Student
Age: Twenty-two years
Date of birth: 1987 Place of birth: City / Village Jabal Yazid
Governorate of Amran
.
Registered in the age record at : the committee office under No: …..
Date: 04/11/2009
This Certificate is issued upon the age form kept with us.
Official in charge:
Name :………………………
Signature:………(signed)…………..
General Manager of Health Office
Name: Abdul-Ghani Ali Al-Ghazi
Signature: …..(signed)…….
22
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
Republic of Yemen
Ministry of Justice
Notarization G. Dept.
Document type: Power of Attorney
Fees : 100YR Support: 25 YR
Receipt No. 553163 Dated 27/04/209
Date : 02/05/1430A.H.
Corresp. to 27/04/2009
Official in charge
Document TOP
Legal Power of Attorney
Appeared before the notarization Dept. in the Capital Secretariat West Court
of First Instance Mr. AHMED MOHAMED AHMED AL SANADI , Yemeni
national and holder of Yemeni Passport No. ( 01676000) issued on 14/06/2004 , then he
gave a power of attorney to the lawyer BUTUC STEFAN , Romanian national in order to
do all the legal actions and proceedings in respect of the lawsuit between him and his
wife Mrs. ROXANA MIHAELA DARIA AL SANADI – Divorce lawsuit- which is brought
before Bolintin Court , GIURGIU, ROMANIA and he can do all the necessary procedures
……this legal power of attorney took place in presence of Mr. Ibrahim Mohammed
Sagheer Al-Osaimy, holder of Yemeni passport No. ( 01432843) issued in Sana'a on
09/09/2003 and Mr. Majed Hasan Mohamed Al-Shafali , holder of personal I.D No.
(3531) issued in Hodeidah on 26/06/1995.
Issued on 27/04/2009.
Client's fingerprint and Signature
(fingerprint) (signature)
First witness
(fingerprint)
(signed)
Head of Notarization Dept.
Adel Mohsen Al-Jarmouzy
Second witness
(fingerprint)
Notarization (signed)
Mohammed Abdul-Salam Al-Houthy
*Sealed by the Capital Secretariat West Court of First Instance, Ministry of
Justice, Republic of Yemen.
* Authenticated and sealed by the Authentications Dept., Ministry of Justice, Yemen
& Singed by the Authentications Dept. Director
*The document was entered in record No. (41) under No. (524).
23
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(Translated from Arabic version)
In the name of Allah, The Compassionate, The Most Merciful
Sealed
Photo
Republic of Yemen
Sana’a University
Faculty of Commerce & Economics
Transcript(Grades Record)
TOP
University Student No.: (2405/99 A.D)
The Faculty of Commerce & Economics hereby certifies that Mr. Salem Mohammed Wusab Saleh,
Yemeni national, born in 1978, has obtained B.A. degree in Commerce & Economics. Specialization:
Accounting. Session of : June 2004(two thousand and four) with general grade (61.65%) Satisfactory.
Level one (from the Year 1998/1999 to 2000/2001)
Level Two ( Year 2001/2002)
Sr.
1
2
3
4
5
6
7
8
9
10
11
12
S.
25
26
27
28
29
/////
30
31
32
33
34
35
Subjects
Sco
re
First semester
*Principles of Accounting (1) 2002
50
Principles of Micro- Economy
58
Arabic Language (1)
65
*Principles of Pure Maths 2002
50
*Principles of Politics
2001
50
Principles of Business Adm.
69
Second semester
*Principles of Accounting (2) 2003
50
Principles of Macro-economy
59
Arabic Lang. (2)
50
*Principles of Statistics (1)
2001
50
Principles of Behaviorism Scien.
56
*Ruling System in Yemen
2001
50
General Grade 54.75%
657
Level Three ( Year 2002/2003)
Subjects
Sco
re
First semester
Cost Accounting (1)
50
Tax Accounting (1)
61
Financing & Finance Management
54
Government & National Accounting
61
* Integrated Accounting System 2004
50
/////////////////////////////////////////////////////
///
Second semester
Cost Accounting (2)
66
Tax Accounting (2)
65
Procurement & Inventory Management
55
Commercial Law
60
General Finance
71
*Accounting Quantitative Approach
50
2004
General Grade : 58.45% 643
Grand Total of Grades
3500
Grade
Sr.
fair
fair
Good//
fair
fair
Good//
13
14
15
16
17
18
fair
fair
fair
fair
fair
fair
fair
19
20
21
22
23
24
Grade
Sr.
fair
fair
fair
fair
fair
////
36
37
38
39
40
41
Good//
Good//
fair
fair
Good//
fair
42
43
44
45
46
47
Subjects
First semester
English Lang. (1)
50
Introduction to Computer
93
Partnership Co. Accounting
50
Monetary & Banks
75
Financial Mathematics
50
Production Management
68
Second semester
English Lang. (2)
55
Islamic Culture
65
Principles of Law
52
*Stock Companies Accounting 2003
50
*Principles of Pure Maths (2) 2003
50
Principles of Insurance
57
General Grade 59.58%. 715
Level Four: (Year 2003/2004)
Subjects
Sco
re
First semester
Financial Institutions Account.
70
Management Accounting (1)
80
Auditing (1)
61
Accounting Information System
67
Accounting Studies
53
International Accounting
80
Second semester
Management Accounting (2)
60
Cost Accounting (3)
63
Accounting Theory
50
Auditing (2)
70
Accounting Research Hall
76
Oil Accounting
70
fair
General
Grade
Grades Obtained
2158
Graduates Affairs
Faculty Registrar
24
fair
Excellent
fair
Good//
fair
Good//
fair
Good//
fair
fair
fair
fair
fair
Grade
Good//
V. Good
fair
Good//
fair
V. Good
fair
fair
fair
Good//
Good//
Good//
Good//
Percentage
61.65%
 stop studying or excused reason
Faculty Secretary
(Signed )
(Signed)
(Signed)
(Signed)
General Registrar (Signed )
Vice Rector (Signed)
*Sealed by the faculty of Commerce & Economics- Sana'a University
*Sealed by University of Sana'a , Vice Rector office for Students' Affairs
Grade
800
66.66%
Note: The credit hours for each syllabus (3) three hours * Reexamined subjects ** examined in other college
Officer in charge
Sco
re
Faculty Dean
(signed)
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
(Translated from Arabic text)
In the name of Allah, The Compassionate, The Most Merciful
Sealed
Photo
Republic of Yemen
Sana’a University
University Code: 2405/99 A.D
TOP
25999
Graduation Certificate
The Faculty of Commerce & Economics hereby certifies that student /
Salem Mohammed Wusab Saleh, born in Sana'a /1978, of Yemeni
Nationality, has obtained the B.A. degree, Specialization: Accounting, in
the session of June . Year: 2004 (Two thousand and four), with general
grade (61.65% ) Fair
This certificate has been given to him upon his request.
Issued on 10/04/2005
Faculty Registrar
( Signed)
Faculty Dean
(Signed)
Approved
Vice Rector for Students' Affairs
( Signed)
General Registrar
( Signed)
 Stamp of the Faculty of Commerce & Economics – Sana'a University
 Stamp of University of Sana'a- Students' Affairs.
Back of the certificate:
Entry No…2220……
officer in charge
Graduates Dept. Director
(signed)
(signed)
--------------------------------------------------------------------Entry No. 1744
Officer in charge
Documents Dept. Director
(signed)
(signed)
25
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
Republic of Yemen
Ministry of Interior
Public Security Sector
General Department of
Criminal Evidence
TOP
Criminal Status Sheet
Ser. No.: (104)
Date: 25/1/2009
Full name: Ahmed Saeed Abdullah Salih
Surname: Salih
Sex: Male
Address of Yemen: Nimara - Abbs ………………………
Address out of Yemen: USA……………….
Place of residence: Nimara – Abbs - Dhamar
Occupation: worker……………………………
Place of birth: Nimara.
Date of birth: 15/1/1969
Passport/ Personal ID: 03401605
Place ID Documents Issued: Sana'a , 24/1/2009
Reason For Inquiry: Travel
Department request: US Embassy
All information should be filled with the knowledge of the competent officer. )1
This sheet is only valid for the purpose it has been obtained for and to the )2
authority to be presented to.
This sheet is valid for one year from the date of its issue (General Department )3
of Criminal Evidence).
26
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
No.: 338012
SEALED PHOTO
Tech.
Researcher
Signed
Sorter
Signed
fingerprints
taker
Signed
Division
Code
Tech
Right thumb Right forefinger Right
Left thumb
No.
Case
No.
middle Right
finger
Left forefinger Left
Accusation
middle
finger
Judgment
ring Right
finger
Left ring finger Left
small
finger
small
finger
The Date
of Judgment
Authority Judgment under the
that
name of
issued the
judgment
SEAL
Republic of Yemen
Ministry of Interior
Public Security Sector
General Department of Criminal Evidence
Personality Identification Dept.
(HE HAS NO CRIMINAL RECORDS)
Head of Personality Identification Dep.
Colonel/ Zuhair Saleh Mohammed
(Signed)
Criminal Evidence General Manager
Brig. / Mohammed Saleh Al-Hamdani
(Signed )
*Seal of The General Department of Criminal Evidence, Ministry of Interior , Yemen
27
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
(TRANSLATION OF THE ARABIC DOCUMENT)
Republic of Yemen
Ministry of Education
TOP
Secondary School Final Examination Result
Student’s Seat Number
485465
SCIENTIFIC SECTION
School Year: 2006/2007
Student’s Name: FADEL ABDU MABKHOT SAMEH
Nationality: Yemeni
Sex: Male
Place & Date of Birth: Capital Secretariat 0/0/1989
School name : Al-Nahda/Private/Althoura Province: Capital Secretariat(Sana'a)
Transcript
SUBJECTS
Maximum grades
Minimum grades
Scores
Holy Quran
Islamic Education
Arabic Language
English Language
Mathematics
Physics
100
100
100
100
100
100
50
50
50
50
50
50
99
98
84
99
79
85
Biology
Total
100
800
50
400
88
732
Written Total:
FINAL RESULT:
KIBSI
Seven hundred and thirty-two SCORES
Success
Average: 91.50 %
| 1 | 2008/ 1/ 23
D.G. of Examinations
Head of Control Committee
Control Committee
- Ahmed Hussien Al-Nono(singed)
OFFICAL SEALS OF :- THE G. DEPT. OF EXAMINATION A AND EDUCATIONAL EVALUATION
-THE SUPREM COMMITTEE OF EXAMINATIONSSerial No.: 0061070
Any scratch or alteration in this document will make it invalid
28
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
(Translation of the Arabic Document)
No. : 00067
Republic of Yemen
Ministry of Interior
Civil Status & Record Authority
TOP
Birth Entry Copy
Civil Status Dept.: Capital Secretariat District: Capital Secretariat Governorate:
Capital Secretariat
Infant's Data:
Name
Father's name
Grandfather &Surname
Sex
MUNA
AHMED HAIDAR
female
ALI
Date of birth (in letters):
Day
Month
January
Year
Nineteen eighty-four
First
Place of Birth:Village/Town
District
Al-Safia ,Capital secretariat
Parents' Data:
Father
Name
Father
Grandfather
&Surname
AHMED HAIDAR
Governorate/country
Religion
Nationality
Occupation
Domicile
Muslim
Yemeni
laborer
Sana'a
ALI
Mother
Name
Father
Grandfather
&Surname
Religion
Nationality
Occupation
MOHAMED
MUHSIN ALI
Muslim
Yemeni
Housewife
MOHSEN
A
Family registry at civil registrar
Directorate
No.
Date
----The Infant's Data has been registered in the Birth Entry record
The Birth data was transferred from the birth record No: 5 and entry No. 5769
Date of birth entry: 12/07/2009. Date of issue: 12/07/2009
At the Civil Status Dept. : Head Office District: Cap. Secretariat Gov. Cap.
Secretariat
Registrar's Name: (Signed ) Director of Civil Status Dept. / Signed & Sealed
Colonel Mohammed Al-Eryani
*Seal of Civil Status & Record Authority- Ministry of Interior
* Approved and sealed by the Head of Civil Status & Record Authority
29
Domicile
Sana'a
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
Entry No. 3032 Dated: 12/07/2009
* Authenticated by the Foreign Ministry, Republic of Yemen. ( sealed and signed)
30
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
(Translation of the Arabic Document)
No. :
Republic of Yemen
Ministry of Interior
Civil Status & Record Authority
TOP
Birth Certificate
Civil Status Dept.: Sana'a
District: Sana'a
Governorate: Sana'a
Infant's Data:
Name
Father's name
Hasna'a
Grandfather &Surname
Sex
Abdullah Al-Khawlani
female
Abdulsamad
Date of birth (in letters):
Day
Month
March
Year
Nineteen eighty-five
Thirty one of
Place of Birth:Village/Town
Sana'a
Parents' Data:
Father
Name
Father
Abdulsam
ad
Mother
Name
Abdullah
Al-
District
Sana'a
Governorate/country
Sana'a
Grandfather
Religion
&Surname
Saleh Al-khawlani Muslim
Father
Grandfather
&Surname
Abdul-Rahman Mohammed
Kawkab
Al-Matari
Family registry at civil registrar
Directorate
No.
---
Nationality
Occupation
Domicile
Yemeni
Employee
Sana'a
Religion
Nationality
Occupation
Domicile
Muslim
Yemeni
Housewife
Sana'a
Date
---
The Infant's Data has been registered in the Birth Entry record No: 1668 Dtd.
13/04/1985.
At the Civil Status Dept. : Sana'a District: Sana'a Gov. Sana'a
Registrar's Name: (Signed ) Secretary of Civil Status Dept. / Signed & Sealed
Major Mohammed Al-Eryani
31
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
*Seal of Civil Status & Record Authority- Ministry of Interior
* Authenticated by the Foreign Ministry, Republic of Yemen. ( sealed and signed)
TOP
Personal I.D card
Translated from the Arabic Card into English
Republic of Yemen
Civil Status & Record Authority
Personal I.D Card
Photo
Full Name: Mohammed Ahmed Ahmed Farhan
Place & Date of Birth : Dharhan, Jabal Yazid
1987
4891485
Personal No. 16031
Marital Status : Single
Blood Group : AOccupation: Student
Place of Residence: Dharhan, Jabal Yazid
Issuing entity: Civil Status Dept. Amran Gov.
Date of issue: 11/09/2004
Manager Signature /Stamp _____(singed & sealed) _______
Jabal Yazid
(Seal of Civil Status & Record Authority- Ministry of Interior)
32
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TOP
Driving License
Translated from the Arabic Card into English
Republic of Yemen
General Traffic Dept.\Ministry of Interior
Dhamar Traffic Dept.
Name: Fadhl Mohammed Mohammed Hamza
Address: Sana'a Nationality: Yemeni
Age: 26 Occupation: Driver
Blood Group : O+
Date of issue: 27/11/2007 Date of expiry : 17/11/2012
Driving licence No. 3716
Category : B
Sealed by:
Dhamar Governorate Traffic
Driving license Section
Date : 27/11/2007
33
Photo
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
(Translated from Arabic Text into English)
073250
Republic of Yemen
Ministry of Interior
Civil Status & Record Authority
TOP
Death Certificate
Civil Status Dept.: Ibb……………..
District: ……… Ibb ……..
Governorate: …… Ibb ………..
Deceased Data:
Father’s
First Name
Name
Mohammed Saleh
Grandfather’s name
& surname
Ahmed Yafai
Marital Status
Occupation
Married
Worker
Death data :
Date of Death ( in letters ) :Day
Month
Eight
December
Mother
Name
Ameena
Father
Yahya
Sex
Religion
Nationality
Date of Birth
Male
Muslim
Yemeni
1929 A.D
Constant Domicile
Al-Muhafada area, Aldhehar district , Ibb governorate
Year
Two thousand and
eight
Place of Death
Village/district
Almajd Hospital,
Almashanna district
Governorate
Ibb
Grandfather’s name & Surname
Ali Al-Ammari
Data of Card :
Kind of Card
No.
Date of Issue
Place of Issue
Family card
1026
21/11/1993
Baa'dan
This incident has been recorded in death register under No. 4. and No. 611 dated:
21/12/2008 A.D
At Civil Status Dept. in IBB- District : Ibb
Governorate: Ibb
Name of registrar / Mohammad Al-Hamam
Signature: Signed
Name of Civil Status Director : Ahmed Al-Samawi ( Signed).
-Seal of Civil Status Authority- Ministry of Interior.
34
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
Republic of Yemen
No.: 16
Date: 13/01/2008
Encl.:…………
Ministry of Interior
Public Security Sector
Criminal Evidences General Dept.
Criminal Evidences - Capital Secretariat
TOP
(Sealed Photo)
Subject: SAEED Ahmed Saeed
Nationality: Yemeni
Certificate of Good Conduct
In reference to the above-mentioned subject, the above-mentioned,
holding Passport No.: (154544), issued from Jeddah, on 25/07/2006,
approached to us requesting for Criminal Status Sheet.
After reviewing our records, it becomes clear that the mentioned has
no previous criminal convictions up to this day. 13/01/2008.
This has been issued and the Department shall not bear any responsibility
towards that.
With thanks,
Any scratch, change or erase on this statement make it invalid.
Colonel / (signed)
Aziz Ahmed Al-Samawi
Branch Manager of Criminal Evidences in the Capital Secretariat
- Seal of Ministry of Interior - Public Security Sector
35
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
TOP
[Your Business Name]
Balance Sheet
[Mmmm Dd, 200X]
Assets
Current Assets:
Cash
Accounts Receivable
Less:
Reserve for Bad Debts
Merchandise Inventory
Prepaid Expenses
Notes Receivable
Total Current Assets
$0
$0
0
0
0
0
0
$0
Fixed Assets:
Vehicles
Less:
Accumulated Depreciation
0
0
0
Furniture and Fixtures
Less:
Accumulated Depreciation
0
0
0
Equipment
Less:
Accumulated Depreciation
0
0
0
Buildings
Less:
Land
0
0
Accumulated Depreciation
0
0
Total Fixed Assets
0
Other Assets:
Goodwill
Total Other Assets
0
0
Total Assets
$0
Liabilities and Capital
Current Liabilities:
Accounts Payable
Sales Taxes Payable
Payroll Taxes Payable
Accrued Wages Payable
Unearned Revenues
Short-Term Notes Payable
Short-Term Bank Loan Payable
Total Current Liabilities
$0
0
0
0
0
0
0
$0
Long-Term Liabilities:
Long-Term Notes Payable
Mortgage Payable
0
0
36
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
Total Long-Term Liabilities
0
Total Liabilities
0
Capital:
Owner's Equity
Net Profit
0
0
Total Capital
0
Total Liabilities and Capital
$0
37
Prepared by Tareq Al-Somairi -© Authorized Translator -tsomairi@hotmail.com
C.V
TOP
Personal Information
Name
Place & Date of Birth
Nationality
Occupation
Specialization
Marital Status
Address
Mobile
: Bassem Said Mokred Al-Sharif
: Bani Ghazi, Taiz, Yemen 22/12/1973
: Yemeni
: Lawyer
: Law
: Married
: Hajar Mosque, Hadda St., Sana'a
: 733898974
734238787
Qualifications:
1- Bachelor's Degree in law , Algeria. 1998- 2002
2- Bachelor's Degree in Education ( specialized educationalist) ,
Graduated from Algeria. 1993-1997
3- High school . 1991/1992
Languages
1- Fluent in Arabic Language( mother tongue)
2- English Language( Good)
3- French (Fair)
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Contact Information »
Mohammed Saeed
TOP
Yemeni
Married
D.O.B : 1968
Resume
Full name
Address:
Mobile Phone:
Home phone :
Mohammed Saeeda Omari
Defense St.
Sana'a, Yemen
xxxxxxxx
xxxxxxxxxxxxxxx
E-Mail:
Objective
A challenging position in security and police field with a multinational organization where my
capabilities and creativity skills can be developed and employed.
Education
1990 – 1994
University: Ukrainian Academy of Internal Affairs
Degree
: Master of Arts in LawTheoretical and practical Studies of the following :
Criminology and crime prevention
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Special tactical training.
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Military training.
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Special techniques of the bodies of internal affairs
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Principles of First Medical Aid
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Constitutional law, international law.
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Administrative law, Civil and family law, Criminalistics, Labour law, business law, criminal law
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Calculative techniques and means to use it
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Fundamentals of the administration on the bodies of internal affairs
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Philosophy , Political theory , logic, History of state and law,
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Professional ethics of collaborators of the bodies of internal affairs
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Forensic Medicine and psychiatry
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Psychology & Pedagogics in the activities of the bodies of internal affairs
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Law protective forces, Ecological and collective- Farm law
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Other..
1995- present
Experience
Ministry of Interior, Republic of Yemen
Police officer
I have worked for the ministry and was assigned for a lot of missions in which I prove my capability
and reliability to drive the issues to reach the targets and the satisfaction of my direct supervisors which
promoted me in highter positions and ranks and now my. military Rank is Major with Military No. : 12830
Fluent in spoken and written Arabic ( mother tongue)
Languages
Excellent standard of spoken and written English
V. Good standard of Russian language
 Participating effectively in the special missions.
Skills
 Solving the problems of security.
 Fluency in spoken and written English.
 Dynamic, goal-oriented and strong willed.
 Excellent Communication and inter-personal skills.
 Self starter and team player.
All Documents, Certificates, and References are available upon request
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Joint Venture Agreement
THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of this _(1)_
day of ______(2)______, 19_(3)_, by and between _______(4)_______ of _____(5)_____
(hereinafter "____________") and _____(6)______ of _____(7)______ (hereinafter
"____________").
ARTICLE I
GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall be as follows:
(Describe Business Purpose)
1.02 Term of the Agreement. This Joint Venture shall commence on the date first above written
and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter
provided.
ARTICLE II
GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in this Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common control of such entity.
2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the
parties, including property, cash and any additional capital contributions made.
2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax purposes
determined by the Partnership's fiscal year, including, without limitation, each item of Partnership
income, gain, loss or deduction.
ARTICLE III
OBLIGATIONS OF THE JOINT VENTURERS
______(8)________ is responsible for all operations and decisions of the Joint Venture and will
be compensated for providing various services.
ARTICLE IV
ALLOCATIONS
4.01 Profits and Losses. Commencing on the date hereof and ending on the termination of the
business of the Joint Venture, all profits, losses and other allocations to the Joint Venture shall be
allocated as follows at the conclusion of each fiscal year:
_____________ . . . . . . . . _(9)_%
_____________ . . . . . . . . . (10)_%
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ARTICLE V
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. _______(11)_______ shall have full, exclusive and complete
authority and discretion in the management and control of the business of the Joint Venture for
the purposes herein stated and shall make all decisions affecting the business of the Joint
Venture. At such, any action taken shall constitute the act of, and serve to bind, the Joint Venture.
______(12)____ shall manage and control the affairs of the Joint Venture to the best of its ability
and shall use its best efforts to carry out the business of the Joint Venture. ______(13)______
shall not participate in or have any control over the Joint Venture business nor shall it have any
authority or right to act for or bind the Joint Venture.
ARTICLE VI
AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to
perform services for the Joint Venture. The validity of any transaction, agreement or payment
involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted
by the terms of this Agreement shall not be affected by reason of the relationship between them
and such Affiliates or the approval of said transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and their
respective Affiliates may have interests in businesses other than the Joint Venture business. The
Joint Venture shall not have the right to the income or proceeds derived from such other business
interests and, even if they are competitive with the Partnership business, such business interests
shall not be deemed wrongful or improper.
ARTICLE VII
PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by ______(14)_____ and shall be reimbursed by
the Joint Venture.
ARTICLE VIII
INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for any loss suffered which arises
out of any action or inaction if, in good faith, it is determined that such course of conduct was in
the best interests of the Joint Venture and such course of conduct did not constitute negligence or
misconduct. The parties to this Agreement shall each be indemnified by the other against losses,
judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in
connection with the Joint Venture.
ARTICLE IX
DISSOLUTION
9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon the happening of
any of the following events:
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(a) The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal
Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or substantially all, of the Joint
Venture assets.
(c) Mutual agreement of the parties.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01 Books and Records. The Joint Venture shall keep adequate books and records at its place
of business, setting forth a true and accurate account of all business transactions arising out of
and in connection with the conduct of the Joint Venture.
10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid, the
same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
10.03 Integrated Agreement. This Agreement constitutes the entire understanding and agreement
among the parties hereto with respect to the subject matter hereof, and there are no agreements,
understandings, restrictions or warranties among the parties other than those set forth herein
provided for.
10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or construction of any provision hereof.
10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all notices
required or permitted hereunder shall be in writing and shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, certified or registered mail, return receipt
requested, addressed to the parties at their respective addresses set forth in this Agreement or at
such other addresses as may be subsequently specified by written notice.
10.06 Applicable Law and Venue. This Agreement shall be construed and enforced under the
laws of the State of ____(15)____.
10.07 Other Instruments. The parties hereto covenant and agree that they will execute each such
other and further instruments and documents as are or may become reasonably necessary or
convenient to effectuate and carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written. Signed, sealed and delivered in the presence of:
____________(16)_______________
____________(17)__________________________(16)_______________
____________(16)_______________ ____________(18)______________
____________(16)_______________
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Employment Agreement
This Agreement made and entered into this __(1)__ day of _________(2)_________, 19__(3)_,
by and between ______(4)_______, of ________(5)__________, hereinafter referred to as
"employer", and ______(6)___________, of _________(7)____________, hereinafter referred to
as "employee".
The parties recite that:
A. Employer is engaged in _________(8)___________ and maintains business premises at
_________(9)_____________.
B. Employee is willing to be employed by employer, and employer is willing to employ employee,
on the terms and conditions hereinafter set forth.
For the reasons set forth above, and in consideration of the mutual covenants and promises of
the parties hereto, employer and employee covenant and agree as follows:
1.AGREEMENT TO EMPLOY AND BE EMPLOYED
Employer hereby employs employee as _______(10)________ at the above-mentioned
premises, and employee hereby accepts and agrees to such employment.
2. DESCRIPTION OF EMPLOYEE'S DUTIES
Subject to the supervision and pursuant to the orders, advice, and direction of employer,
employee shall perform such duties as are customarily performed by one holding such position in
other businesses or enterprises of the same or similar nature as that engaged in by employer.
Employee shall additionally render such other and unrelated services and duties as may be
assigned to him from time to time by employer.
3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES
Employee shall at all times faithfully, industriously, and to the best of his ability, experience, and
talent, perform all duties that may be required of and from him pursuant to the express and
implicit terms hereof, to the reasonable satisfaction of employer. Such duties shall be rendered at
the abovementioned premises and at such other place or places as employer shall in good faith
require or as the interests, needs, business, and opportunities of employer shall require or make
advisable.
4. DURATION OF EMPLOYMENT
The term of employment shall be __(11)__ years, commencing on _______(12)________,
19__(13)_, and terminating _______(14)________, 19__(15)_, subject, however, to prior
termination as provided in Sections 8 and 9 hereof.
5. COMPENSATION; REIMBURSEMENT
Employer shall pay employee and employee agrees to accept from employer, in full payment for
employee's services hereunder, compensation at the rate of ____(16)______ Dollars
($________) per annum, payable ____(17)____. In addition to the foregoing, employer will
reimburse employee for any and all necessary, customary, and usual expenses incurred by him
while traveling for and on behalf of the employer pursuant to employer's directions.
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6. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS
Employee shall devote all of his time, attention, knowledge, and skill solely and exclusively to the
business and interests of employer, and employer shall be entitled to all benefits, emoluments,
profits, or other issues arising from or incident to any and all work, services, and advice of
employee. Employee expressly agrees that during the term hereof he will not be interested,
directly or indirectly, in any form, fashion, or manner, as partner, officer, director, stockholder,
advisor, employee, or in any other form or capacity, in any other business similar to employer's
business or any allied trade, except that nothing herein contained shall be deemed to prevent or
limit the right of employee to invest any of his surplus funds in the capital stock or other securities
of any corporation whose stock or securities are publicly owned or are regularly traded on any
public exchange, nor shall anything herein contained by deemed to prevent employee from
investing or limit employee's right to invest his surplus funds in real estate.
7. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS
Employee will not at any time, in any fashion, form, or manner, either directly or indirectly divulge,
disclose, or communicate to any person, firm, or corporation in any manner whatsoever any
information of any kind, nature, or description concerning any matters affecting or relating to the
business of employer, including, without limitation, the names of any its customers, the prices it
obtains or has obtained, or at which it sells or has sold its products, or any other information
concerning the business of employer, its manner of operation, or its plans, processes, or other
date of any kind, nature, or description without regard to whether any or all of the foregoing
matters would be deemed confidential, material, or important.
The parties hereby stipulate that, as between them, the foregoing matters are important, material,
and confidential, and gravely affect the effective and successful conduct of the business of
employer, and its good will, and that any breach of the terms of this section is a material breach
of this agreement.
8. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE
Notwithstanding anything in this agreement to the contrary, employer is hereby given the option
to terminate this agreement in the event that during the term hereof employee shall become
permanently disabled, as the term "permanently disabled" is hereinafter fixed and defined. Such
option shall be exercised by employer giving notice to employee by registered mail, addressed to
him in care of employer at the above stated address, or at such other address as employee shall
designate in writing, of its intention to terminate this agreement on the last day of the month
during which such notice is mailed. On the giving of such notice this agreement and the term
hereof shall cease and come to an end on the last day of the month in which the notice is mailed,
with the same force and effect as if such last day of the month were the date originally set forth as
the termination date. For purposes of this agreement, employee shall be deemed to have become
permanently disabled if, during any year of the term hereof, because of ill health, physical or
mental disability, or for other causes beyond his control, he shall have been continuously unable
or unwilling or have failed to perform his duties hereunder for thirty (30) consecutive days, or if,
during any year of the term hereof, he shall have been unable or unwilling or have failed to
perform his duties for a total period of thirty (30) days, whether consecutive or not. For the
purposes hereof, the term "any year of the term hereof" is defined to mean any period of 12
calendar months commencing on the first day of _____(18)______ and terminating on the last
day of ____(19)_____ of the following year during the term hereof.
9. DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT
Anything herein contained to the contrary notwithstanding, in the event that employer shall
discontinue operations at the premises mentioned above, then this agreement shall cease and
terminate as of the last day of the month in which operations cease with the same force and
effect as if such last day of the month were originally set forth as the termination date hereof.
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10. EMPLOYEE'S COMMITMENTS BINDING ON EMPLOYER ONLY ON WRITTEN CONSENT
Employee shall not have the right to make any contracts or other commitments for or on behalf of
employer within the written consent of employer.
11. CONTRACT TERMS TO BE EXCLUSIVE
This written agreement contains the sole and entire agreement between the parties, and
supersedes any and all other agreements between them. The parties acknowledge and agree
that neither of them has made any representation with respect to the subject matter of this
agreement or any representations inducing the execution and delivery hereof except such
representations as are specifically set forth herein, and each party acknowledges that he or it has
relied on his or its own judgment in entering into the agreement. The parties further acknowledge
that any statements or representations that may have heretofore been made by either of them to
the other are void and of no effect and that neither of them has relied thereon in connection with
his or its dealings with the other.
12. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
No waiver or modification of this agreement or of any covenant, condition, or limitation herein
contained shall be valid unless in writing and duly executed by the party to be charged therewith.
Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in
any proceeding, arbitration, or litigation between the parties arising out of or affecting this
agreement, or the rights or obligations of any party hereunder, unless such waiver or modification
is in writing, duly executed as aforesaid. The provisions of this paragraph may not be waived
except as herein set forth.
13. CONTRACT GOVERNED BY LAW
This agreement and performance hereunder and all suits and special proceedings hereunder
shall be construed in accordance with the laws of the State of _______(20)_______.
14. BINDING EFFECT OF AGREEMENT
This agreement shall be binding on and inure to the benefit of the respective parties and their
respective heirs, legal representatives, successors, and assigns.
Executed on the date first above written.
"Employer"
____________(21)_______________
"Employee"____________(22)_______________
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EMPLOYMENT AGREEMENT
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EMPLOYEEMENT AGREEMENT by and between _ (Company), and _
(Employee).
For good consideration, Company shall employ and the
Employee agrees to be employed on the following terms:
1. EFFECTIVE DATE:
Employment shall commence on _, 20_, time being
of the essence.
2. DUTIES:
Employee agrees to perform the following duties:
(Describe general duties, or attach job description)
_
Employee shall also perform such further duties as are
incidental or implied from the foregoing, consistent with the
background, training and qualifications of Employee or may be
reasonably delegated as being in the best interests of the
Company. The Employee shall devote full time to his employment
and expend best efforts on behalf of Company. Employee further
agrees to abide by all reasonable Company policies and
decisions now or hereinafter existing.
3. TERM:
The Employee's employment shall continue for a period
of (_) years, beginning on the effective date of this
agreement and ending on _, 20_.
4. COMPENSATION:
The Employee shall be paid the following compensation:
a) Annual Salary: $_, paid on the payroll schedule
existing for other employees.
b) Such bonuses, vacations, sick leave, retirement
benefits and expense accounts as stated in the
Company manual for other management personnel or as
may be decided by the Company if said items are
discretionary with the Company.
5. TERMINATION:
This agreement may be earlier terminated upon:
a) Death of Employee or illness or incapacity that
prevents Employee from substantially performing for
(_) continuous months or in excess of (_) aggregate
working days in any calendar year.
b) Breach of agreement by Employee.
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6. MISCELLANEOUS:
a) Employee agrees to execute a non-compete agreement
as annexed hereto.
b) Employee agrees to execute a confidential
information and invention assignment agreement as
annexed hereto.
c) This agreement shall not be assignable by either
party, provided that upon any sale of the business
by Company, the Company may assign this agreement to
its successor or employee may terminate same.
d) In the event of any dispute under this agreement, it
shall be resolved through binding arbitration in
accordance with the rules of the American
Arbitration Association.
e) This constitutes the entire agreement between the
parties.
Any modification must be in writing.
7. ADDITIONAL TERMS:
_
Signed under seal this _ day of _, 20_.
______________________________
Company
_____________________________
Employee
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EMPLOYMENT AGREEMENT
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Agreement made between (name of company) , located at
(address) , City of (city) , County of (county)
State of (state) , herein referred to as "Company",
and (name of employee) , of (address) , City of
(city) , County of (county) , State of (state)
herein referred to as "Employee".
Company hereby employs employee to perform such duties at
such times and in such manner as the company may from time
to time direct.
Employee agrees that he will perform those duties assigned
to him to the best of his ability, to maintain a current
and complete account of his work and expenses, to remit
promptly to the company any monies paid to him or coming
into his possession which belong to the company, to devote
his full and undivided time to the transaction of company
business and to refrain from being engaged in any other
business during the tenure of his employment with the
company.
In consideration of the foregoing, company agrees to pay
to employee the amount of (amount) Dollars, ($ ), per
(period of time) plus reasonable travel expenses incurred
for the purpose of conducting company business.
This contract shall become effective on (date) and remain
in effect until it is terminated by either party. Either
party may terminate this agreement by providing the other
party with (number) day's written notice of his or their
intention. Should this agreement be terminated by either
party, employee agrees that the payment in full to the
date of termination shall fully satisfy all claims against
the company under this agreement.
In witness whereof, the parties have executed this
agreement at (place of execution), on (date)
____________________
____________________
(Signatures)
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AL-MASILAH GEN.
SERVICES
Trading – Agencies – Remittance
Contractor – Real Estate – Travel Ticket
Lease Contract
0103
It is on Monday, 03/01/2005, an agreement has been concluded between each of
Mr./ Noman Taher Al-Suhaibi represented by his brother/Nabeal Taher Al-Suhaibi
called
First Party
And, the lessee Mr./ Abdallah Thabet A'alaia
called Second Party,
On the following conditions: ID card No.:35437
1- First Party leased to Second Party a Villa in Haddah
Consist of: Two floors and a basement
With a monthly fee the sum of one thousand five hundred US dollars to be paid at the
beginning of each month.
2- Duration of this contract is two years commencing Jan 15th ,2005 and ends Jan 14th
,2007; renewable for a similar period, unless either of the parties gives to the other party,
at least two months prior, a written notice.
3- The Second Party shall evacuate the leased real estate at the end of the above specified
period and hand it to First Party, unless the two parties agree to renew the contract.
4- Second Party undertakes to pay the lease fees every six months, in advance.
5- Second Party has received the hired real estate, from First Party, proper and clean. If any
damage or break occurred in its walls, windows, doors or any other part, whether by
misuse or else, Second Party shall be responsible and he has to pay, before expiration of
this contract, the cost of painting, maintenance and repair of any damage that he has
caused; and that will be pursuant to a decision of construction expert, after renovation.
6- Second Party shall not have the right to do any changes or variations, on the leased
property, without the prior written consent of First Party.
7- Second Party shall bear his consumption of electricity, water and telephone services and
shall deliver official documents to First Party. In case the electrical power is
disconnected, Second Party shall bear the fine of reconnecting it.
8- Second Party shall not have the right to assign the leased property to others or rent it to
other person. If that occurred, First Party shall have the right to cancel this contract.
9- Second Party acknowledges that he has inspected the (Villa) leased property, by himself
and found it suitable and meets all his requirements.
10- First Party acknowledges that he has received the sum of nine thousands US dollars, in
advance, for the period commencing Jan 15th, 2005 up to Jul. 14th, 2005. First Party
undertakes not to disrespect or annoy the lessee; and that Second Party shall have the
right to take all necessary legal measures that would ensure his safety and security, in
such cases.
11- At handing over, the electricity meter reads (12413) and water meter reads (275).
12- First Party and Second Party agree on all that is written in this contract , in text and soul,
and each of them accepts all its items.
First Party
Name: Noman Taher Al-Suhaibi
Signature: (signed)
Second Party
Name: Abdallah Thabet A'alaia
Signature (signed)
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LEASE AGREEMENT
TOP
THIS LEASE AGREEMENT (hereinafter referred to as the "Agreement") made and entered into
this _(1)_ day of ____(2)_____, 19_(3)_, by and between
______________(4)________________________, whose address is
____________(5)__________________ (hereinafter referred to as "Lessor") and
________________(6)_________________ (hereinafter referred to as "Lessee").
WITNESSETH:
WHEREAS, Lessor is the fee owner of certain real property being, lying and situate in
_____(7)_______ County, _____(8)_____, such real property having a street address of
_______(9)__________________________________________.
WHEREAS, Lessor is desirous of leasing the Premises to Lessee upon the terms and conditions
as contained herein; and
WHEREAS, Lessee is desirous of leasing the Premises from Lessor on the terms and conditions
as contained herein;
NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00), the
covenants and obligations contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. TERM. Lessor leases to Lessee and Lessee leases from Lessor the above described Premises
together with any and all appurtenances thereto, for a term of _(10)_ year(s), such term beginning
on _____(11)_________, and ending at 12 o'clock midnight on __________(12)________.
2. RENT. The total rent for the term hereof is the sum of _____________(13)_______________
DOLLARS ($____________) payable on the _(14)_ day of each month of the term, in equal
installments of _______________(15)___________ DOLLARS ($_____________) first and last
installments to be paid upon the due execution of this Agreement, the second installment to be
paid on _________(16)__________. All such payments shall be made to Lessor at Lessor's
address as set forth in the preamble to this Agreement on or before the due date and without
demand.
3. DAMAGE DEPOSIT. Upon the due execution of this Agreement, Lessee shall deposit with
Lessor the sum of __________(17)_____________ DOLLARS ($________) receipt of which is
hereby acknowledged by Lessor, as security for any damage caused to the Premises during the
term hereof. Such deposit shall be returned to Lessee, without interest, and less any set off for
damages to the Premises upon the termination of this Agreement.
4. USE OF PREMISES. The Premises shall be used and occupied by Lessee and Lessee's
immediate family, consisting of ________(18)__________ __________________________
____________, exclusively, as a private single family dwelling, and no part of the Premises shall
be used at any time during the term of this Agreement by Lessee for the purpose of carrying on
any business, profession, or trade of any kind, or for any purpose other than as a private single
family dwelling. Lessee shall not allow any other person, other than Lessee's immediate family or
transient relatives and friends who are guests of Lessee, to use or occupy the Premises without
first obtaining Lessor's written consent to such use. Lessee shall comply with any and all laws,
ordinances, rules and orders of any and all governmental or quasi-governmental authorities
affecting the cleanliness, use, occupancy and preservation of the Premises.
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5. CONDITION OF PREMISES. Lessee stipulates, represents and warrants that Lessee has
examined the Premises, and that they are at the time of this Lease in good order, repair, and in a
safe, clean and tenantable condition.
6. ASSIGNMENT AND SUB-LETTING. Lessee shall not assign this Agreement, or sub-let or
grant any license to use the Premises or any part thereof without the prior written consent of
Lessor. A consent by Lessor to one such assignment, sub-letting or license shall not be deemed
to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting
or license without the prior written consent of Lessor or an assignment or sub-letting by operation
of law shall be absolutely null and void and shall, at Lessor's option, terminate this Agreement.
7. ALTERATIONS AND IMPROVEMENTS. Lessee shall make no alterations to the buildings or
improvements on the Premises or construct any building or make any other improvements on the
Premises without the prior written consent of Lessor. Any and all alterations, changes, and/or
improvements built, constructed or placed on the Premises by Lessee shall, unless otherwise
provided by written agreement between Lessor and Lessee, be and become the property of
Lessor and remain on the Premises at the expiration or earlier termination of this Agreement.
8. NON-DELIVERY OF POSSESSION. In the event Lessor cannot deliver possession of the
Premises to Lessee upon the commencement of the Lease term, through no fault of Lessor or its
agents, then Lessor or its agents shall have no liability, but the rental herein provided shall abate
until possession is given. Lessor or its agents shall have thirty (30) days in which to give
possession, and if possession is tendered within such time, Lessee agrees to accept the demised
Premises and pay the rental herein provided from that date. In the event possession cannot be
delivered within such time, through no fault of Lessor or its agents, then this Agreement and all
rights hereunder shall terminate.
9. HAZARDOUS MATERIALS. Lessee shall not keep on the Premises any item of a dangerous,
flammable or explosive character that might unreasonably increase the danger of fire or explosion
on the Premises or that might be considered hazardous or extra hazardous by any responsible
insurance company.
10. UTILITIES. Lessee shall be responsible for arranging for and paying for all utility services
required on the Premises.
11. MAINTENANCE AND REPAIR; RULES. Lessee will, at its sole expense, keep and maintain
the Premises and appurtenances in good and sanitary condition and repair during the term of this
Agreement and any renewal thereof. Without limiting the generality of the foregoing, Lessee shall:
(a) Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or halls, which shall be
used for the purposes of ingress and egress only;
(b) Keep all windows, glass, window coverings, doors, locks and hardware in good, clean order
and repair;
(c) Not obstruct or cover the windows or doors;
(d) Not leave windows or doors in an open position during any inclement weather;
(e) Not hang any laundry, clothing, sheets, etc. from any window, rail, porch or balcony nor air or
dry any of same within any yard area or space;
(f) Not cause or permit any locks or hooks to be placed upon any door or window without the prior
written consent of Lessor;
(g) Keep all air conditioning filters clean and free from dirt;
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(h) Keep all lavatories, sinks, toilets, and all other water and plumbing apparatus in good order
and repair and shall use same only for the purposes for which they were constructed. Lessee
shall not allow any sweepings, rubbish, sand, rags, ashes or other substances to be thrown or
deposited therein. Any damage to any such apparatus and the cost of clearing stopped plumbing
resulting from misuse shall be borne by Lessee;
(i) And Lessee's family and guests shall at all times maintain order in the Premises and at all
places on the Premises, and shall not make or permit any loud or improper noises, or otherwise
disturb other residents;
(j) Keep all radios, television sets, stereos, phonographs, etc., turned down to a level of sound
that does not annoy or interfere with other residents;
(k) Deposit all trash, garbage, rubbish or refuse in the locations provided therefor and shall not
allow any trash, garbage, rubbish or refuse to be deposited or permitted to stand on the exterior
of any building or within the common elements;
(l) Abide by and be bound by any and all rules and regulations affecting the Premises or the
common area appurtenant thereto which may be adopted or promulgated by the Condominium or
Homeowners' Association having control over them.
12. DAMAGE TO PREMISES. In the event the Premises are destroyed or rendered wholly
untenantable by fire, storm, earthquake, or other casualty not caused by the negligence of
Lessee, this Agreement shall terminate from such time except for the purpose of enforcing rights
that may have then accrued hereunder. The rental provided for herein shall then be accounted for
by and between Lessor and Lessee up to the time of such injury or destruction of the Premises,
Lessee paying rentals up to such date and Lessor refunding rentals collected beyond such date.
Should a portion of the Premises thereby be rendered untenantable, the Lessor shall have the
option of either repairing such injured or damaged portion or terminating this Lease. In the event
that Lessor exercises its right to repair such untenantable portion, the rental shall abate in the
proportion that the injured parts bears to the whole Premises, and such part so injured shall be
restored by Lessor as speedily as practicable, after which the full rent shall recommence and the
Agreement continue according to its terms.
13. INSPECTION OF PREMISES. Lessor and Lessor's agents shall have the right at all
reasonable times during the term of this Agreement and any renewal thereof to enter the
Premises for the purpose of inspecting the Premises and all buildings and improvements thereon.
And for the purposes of making any repairs, additions or alterations as may be deemed
appropriate by Lessor for the preservation of the Premises or the building. Lessor and its agents
shall further have the right to exhibit the Premises and to display the usual "for sale", "for rent" or
"vacancy" signs on the Premises at any time within forty-five (45) days before the expiration of
this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs,
fixtures, alterations or additions, but do not conform to this Agreement or to any restrictions, rules
or regulations affecting the Premises.
14. SUBORDINATION OF LEASE. This Agreement and Lessee's interest hereunder are and
shall be subordinate, junior and inferior to any and all mortgages, liens or encumbrances now or
hereafter placed on the Premises by Lessor, all advances made under any such mortgages, liens
or encumbrances (including, but not limited to, future advances), the interest payable on such
mortgages, liens or encumbrances and any and all renewals, extensions or modifications of such
mortgages, liens or encumbrances.
15. LESSEE'S HOLD OVER. If Lessee remains in possession of the Premises with the consent
of Lessor after the natural expiration of this Agreement, a new tenancy from month-to-month shall
be created between Lessor and Lessee which shall be subject to all of the terms and conditions
hereof except that rent shall then be due and owing at ______(19)________ DOLLARS
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($___________) per month and except that such tenancy shall be terminable upon fifteen (15)
days written notice served by either party.
16. SURRENDER OF PREMISES. Upon the expiration of the term hereof, Lessee shall surrender
the Premises in as good a state and condition as they were at the commencement of this
Agreement, reasonable use and wear and tear thereof and damages by the elements excepted.
17. ANIMALS. Lessee shall be entitled to keep no more than _(20)_ (___) domestic dogs, cats or
birds; however, at such time as Lessee shall actually keep any such animal on the Premises,
Lessee shall pay to Lessor a pet deposit of _________(21)__________ DOLLARS ($_______),
_______(22)________ DOLLARS ($_________) of which shall be non-refundable and shall be
used upon the termination or expiration of this Agreement for the purposes of cleaning the
carpets of the building.
18. QUIET ENJOYMENT. Lessee, upon payment of all of the sums referred to herein as being
payable by Lessee and Lessee's performance of all Lessee's agreements contained herein and
Lessee's observance of all rules and regulations, shall and may peacefully and quietly have, hold
and enjoy said Premises for the term hereof.
19. INDEMNIFICATION. Lessor shall not be liable for any damage or injury of or to the Lessee,
Lessee's family, guests, invitees, agents or employees or to any person entering the Premises or
the building of which the Premises are a part or to goods or equipment, or in the structure or
equipment of the structure of which the Premises are a part, and Lessee hereby agrees to
indemnify, defend and hold Lessor harmless from any and all claims or assertions of every kind
and nature.
20. DEFAULT. If Lessee fails to comply with any of the material provisions of this Agreement,
other than the covenant to pay rent, or of any present rules and regulations or any that may be
hereafter prescribed by Lessor, or materially fails to comply with any duties imposed on Lessee
by statute, within seven (7) days after delivery of written notice by Lessor specifying the noncompliance and indicating the intention of Lessor to terminate the Lease by reason thereof,
Lessor may terminate this Agreement.
If Lessee fails to pay rent when due and the default continues for seven (7) days thereafter,
Lessor may, at Lessor's option, declare the entire balance of rent payable hereunder to be
immediately due and payable and may exercise any and all rights and remedies available to
Lessor at law or in equity or may immediately terminate this Agreement.
21. LATE CHARGE. In the event that any payment required to be paid by Lessee hereunder is
not made within three (3) days of when due, Lessee shall pay to Lessor, in addition to such
payment or other charges due hereunder, a "late fee" in the amount of
_________(23)____________ ($__________).
22. ABANDONMENT. If at any time during the term of this Agreement Lessee abandons the
Premises or any part thereof, Lessor may, at Lessor's option, obtain possession of the Premises
in the manner provided by law, and without becoming liable to Lessee for damages or for any
payment of any kind whatever. Lessor may, at Lessor's discretion, as agent for Lessee, relet the
Premises, or any part thereof, for the whole or any part thereof, for the whole or any part of the
then unexpired term, and may receive and collect all rent payable by virtue of such reletting, and,
at Lessor's option, hold Lessee liable for any difference between the rent that would have been
payable under this Agreement during the balance of the unexpired term, if this Agreement had
continued in force, and the net rent for such period realized by Lessor by means of such reletting.
If Lessor's right of reentry is exercised following abandonment of the Premises by Lessee, then
Lessor shall consider any personal property belonging to Lessee and left on the Premises to also
have been abandoned, in which case Lessor may dispose of all such personal property in any
manner Lessor shall deem proper and Lessor is hereby relieved of all liability for doing so.
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23. ATTORNEYS' FEES. Should it become necessary for Lessor to employ an attorney to
enforce any of the conditions or covenants hereof, including the collection of rentals or gaining
possession of the Premises, Lessee agrees to pay all expenses so incurred, including a
reasonable attorneys' fee.
24. RECORDING OF AGREEMENT. Lessee shall not record this Agreement on the Public
Records of any public office. In the event that Lessee shall record this Agreement, this
Agreement shall, at Lessor's option, terminate immediately and Lessor shall be entitled to all
rights and remedies that it has at law or in equity.
25. GOVERNING LAW. This Agreement shall be governed, construed and interpreted by,
through and under the Laws of the State of _______(24)___________.
26. SEVERABILITY. If any provision of this Agreement or the application thereof shall, for any
reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement
nor the application of the provision to other persons, entities or circumstances shall be affected
thereby, but instead shall be enforced to the maximum extent permitted by law.
27. BINDING EFFECT. The covenants, obligations and conditions herein contained shall be
binding on and inure to the benefit of the heirs, legal representatives, and assigns of the parties
hereto.
28. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of
reference only and they are not intended to have any effect whatsoever in determining the rights
or obligations of the Lessor or Lessee.
29. CONSTRUCTION. The pronouns used herein shall include, where appropriate, either gender
or both, singular and plural.
30. NON-WAIVER. No indulgence, waiver, election or non-election by Lessor under this
Agreement shall affect Lessee's duties and liabilities hereunder.
31. MODIFICATION. The parties hereby agree that this document contains the entire agreement
between the parties and this Agreement shall not be modified, changed, altered or amended in
any way except through a written amendment signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties have caused these presents to be duly executed:
As to Lessor this _(25)_ day of _____(26)_____, 19_(27)_.
Witnesses: "Lessor"
___________(28)_____________ _____________(29)_____________
___________(30)_____________
___________(28)_____________
As to Lessee this _(31)_ day of ______(32)____, 19_(33)_.
Witnesses: "Lessee"
_________(28)____________ _____________(34)___________
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_________(28)____________ _____________(35)___________
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Renter Lease Form - Property Lease Form
TOP
This lease of __________(1)__________________, made _______(2)_____________, by and
between __________(3)____________, whose address is __________(4)_________,
hereinafter called Lessor, and __________(5)_____________, whose address is
__________(6)____________, hereinafter called Lessee,
Witnesseth:
1. That Lessor hereby leases to Lessee, and Lessee leases from Lessor, subject to the terms and
conditions herein set forth, the following (hereinafter sometimes referred to as the "Property"):
Make and Model Manufacturer's Serial No. Registration No.
Together with all equipment and accessories attached thereto or used in connection therewith
including the following: ____________(7)______________________
All of which are included in the term Property as used herein. Lessee hereby acknowledges
delivery and acceptance of the aforesaid Property upon the terms and conditions of this lease.
2. Lessor hereby leases to Lessee said Property for the purpose of _____(8)____________.
3. The term of this lease is ______(9)____________, beginning this day and ending
_________(10)______________.
4. In consideration of said lease, Lessee covenants and agrees as follows:
(a) To pay to Lessor for the possession and use of said Property for the purpose aforesaid,
_____(11)____ dollars ($_________), payable as follows: ____________(20)___________.
(b) To safely keep and carefully use the Property and not sell or attempt to sell, remove or
attempt to remove, the same or any part thereof, except reasonably for the purpose aforesaid.
(c) Lessee shall, during the term of this lease and until return and delivery of the Property to
Lessor, abide by and conform to, and cause others to abide by and conform to, all laws and
governmental and airport orders, rules and regulations, including any future amendments thereto,
controlling or in any manner affecting operation, use or occupancy of said Property or use of
airport premises by said Property.
(d) Lessee shall pay all taxes, assessments and charges on said Property or its use during the
time he is in possession of the same, imposed by federal, state, municipal or other public, or
other authority; save Lessor free and harmless therefrom; and to these ends reimburse Lessor on
a pro rata basis for such taxes or charges paid by Lessor hereto or hereafter.
(e) Lessee accepts the Property in its present condition, and during the term of this lease and
until return and delivery of the Property Lessor the Lessee shall maintain it in its present
condition, reasonable wear and tear occurring despite standards of good maintenance of
Property excepted, and shall repair at his own expense any damages to said Property caused by
operation or use by lessee or by others during the term of this lease and until delivery of the
Property to Lessor.
(f) Neither Lessee nor others shall have the right to incur any mechanic's or other lien in
connection with the repair, maintenance or storage of said Property, and Lessee agrees that
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neither he nor others will attempt to convey or mortgage or create any lien of any kind or
character against the same or do anything or take action that might mature into such a lien.
(g) Lessee shall be responsible and liable to Lessor for, and indemnify Lessor against, any and all
damage to the Property, which occurs in any manner from any cause or causes during the term
of this lease or until return and delivery of the Property to Lessor. Lessee shall be responsible
and liable for, indemnify Lessor against, hold Lessor free and harmless from any claim or claims
of any kind whatsoever for or from, and promptly pay any judgment for, any and all liability for
personal injuries, death or property damages, or any of them, which arise or in any manner are
occasioned by the acts or negligence of Lessee or others in the custody, operation or use of, or
with respect to, said Property, during the term of this lease or until return and delivery of the
Property to Lessor.
(h) Lessee will keep insured from and including this day until return and delivery of the Property to
Lessor, in such company or companies as Lessor shall approve, according to applicable standard
forms of policy, and for the benefit of Lessor, (1) against loss or damage from any cause or
causes to the Property for the full value thereof in the amount of one million dollars, and (2)
against liability for personal injuries, death, or property damages, or any of them, arising or in any
manner occasioned by the acts or negligence of Lessee or others in the custody, operation or use
of, or with respect to said Property, in the amount of one million dollars relative to personal
injuries and/or death and one million dollars relative to property damages.
(i) Lessee shall return and deliver, at the expiration of the term herein granted, the whole of said
Property to the Lessor in as good condition as the same is, reasonable wear and tear excepted.
(j) It is mutually agreed that in case Lessee shall violate any of the aforesaid covenants, terms
and conditions Lessor may at his option without notice terminate this lease and take possession
of said Property wherever found. WITNESSES
___________(13)________________ ____________(14)______________ LESSOR
___________(13)________________
___________(13)________________ ____________(15)______________ LESSEE
___________(13)________________
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Proxy
TOP
BE IT KNOWN, that I, ________(1)________, the undersigned Shareholder of
________(2)_______, a _____(3)_____ corporation, hereby constitute and appoint
__________(4)_________ as my true and lawful attorney and agent for me and in my name,
place and stead, to vote as my proxy at the Meeting of the Shareholders of the said corporation,
to be held on _______(5)________ or any adjournment thereof, for the transaction of any
business which may legally come before the meeting, and for me and in my name, to act as fully
as I could do if personally present; and I herewith revoke any other proxy heretofore given.
WITNESS my hand and seal this _(6)_ day of ____(7)___, 19(8).
____________(9)_________________ _____________(10)______________
____________(9)_________________
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Automobile Rental Agreement
TOP
This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_,
between _________(4)____________, of ________________(5)__________________,
hereinafter called "Owner", and __________(6)__________, of
______________(7)________________, hereinafter called "Renter".
Vehicle
The vehicle which the Owner hereby agrees to rent is:
_____(8)_______ ________(9)_________ ______(10)______
____(11)_______ _______(12)_________ ______(13)______
Mileage at beginning of rental period: ____(14)____
The Owner represents that to the best of his knowledge and belief that said vehicle is in sound
and safe condition and free of any known faults or defects which would affect its safe operation
under normal use.
Rental Period
The Owner agrees to rent the above-described vehicle to the Renter for a period of
____(15)_____ beginning at _(16)_M. on _______(17)________ and ending at _(16)_M. on
_______(18)________.
The Renter agrees (a) that the rented vehicle shall not be used to carry passengers or property
for hire; (b) that the rented vehicle shall not be used to carry passengers other than in the interior
or cab of the vehicle; (c) that the rented vehicle shall not be used to carry passengers in excess
of the capacity thereof; (d) not to use the vehicle to push, propel or two another vehicle, trailer or
any other thing without the written permission of the owner; (e) not to use the vehicle for any race
or competition; (f) not to use the vehicle for any illegal purpose; (g) not to operate the vehicle in a
negligent manner; (h) not to permit the vehicle to be operated by any other person without the
written permission of the owner; and (i) not to carry passengers, property or materials in excess
of the rated weight carrying capacity of the vehicle.
Insurance
The Renter hereby agrees that he shall fully indemnify the Owner for any and all loss of or
damage to the vehicle or equipment during the term of this Agreement whether caused by
collision, fire, flood, vandalism, theft or any other cause, except that which shall be determined to
be caused by a fault or defect of the vehicle or equipment.
Rental Rate
The Renter hereby agrees to pay the Owner at the rate of $___(19)___ per ____(20)____ for the
use of said vehicle. All fuel used shall be paid for by the Renter.
Deposit
The Renter further agrees to make a deposit of $____(21)____ with the Owner, said deposit to be
used, in the event of loss of or damage to the vehicle or equipment during the term of this
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Agreement, to defray fully or partially the cost of necessary repairs or replacement. In the
absence of damage or loss, said deposit shall be credited toward payment of the rental fee and
any excess shall be returned to the Renter.
Return of Vehicle to Owner
The Renter hereby agrees to return said vehicle to the Owner at _________(22)__________ no
later than ________(23)____________.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement on the date first
above written.
_____________(24)______________
_____________(25)______________
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Articles of Incorporation
TOP
Articles of Incorporation Of
____________(1)_______________
The undersigned, for the purpose of forming a corporation under the laws of the State of
________(2)___________, do hereby adopt the following articles of incorporation:
ARTICLE ONE
The name of the corporation is __________(3)___________.
ARTICLE TWO
CORPORATE DURATION
The duration of the corporation is perpetual.
ARTICLE THREE
PURPOSE OR PURPOSES
The general purposes for which the corporation is organized are: 1. To engage in the business of
_______(4)___________.
2. To engage in any other trade or business which can, in the opinion of the board of directors of
the corporation, be advantageously carried on in connection with or auxiliary to the foregoing
business.
3. To do such other things as are incidental to the foregoing or necessary or desirable in order to
accomplish the foregoing.
ARTICLE FOUR
CAPITALIZATION
The aggregate number of shares which the corporation is authorized to issue is ____(5)_______.
Such shares shall be of a single class, and shall have a par value of One Dollar ($1.00) per
share.
ARTICLE FIVE
REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
_________(6)____________, and the name of its initial registered agent at such address, is
_______(7)_________.
ARTICLE SIX
DIRECTORS
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The number of directors constituting the initial board of directors of the corporation is
_____(8)______. The name and address of each person who is to serve as a member of the
initial board of directors is:
Name Address
(9) _________________ (10) ___________________
(11) _________________ (12) ___________________
(13) _________________ (14) ___________________
ARTICLE SEVEN
INCORPORATORS
The name and address of each incorporator is:
Name Address
(15) _________________ (16) ___________________
(17) _________________ (18) ___________________
(19) _________________ (20) ___________________
Executed by the undersigned at on _________(21)____________.
_________(22)____________ _________(23)____________ _________(24)____________
STATE OF ________(25)___________)
COUNTY OF _______(26)___________)
BEFORE ME, the undersigned authority, on this _(27)_ day of _______(28)________, 19_(29)_,
personally appeared _________(30)___________ to me well known to be the person described
in and who signed the Foregoing, and acknowledged to me that he executed the same freely and
voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
_____________(31)______________ NOTARY PUBLIC
My Commission Expires:____(32)____
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Construction Contract - Construction Forms
TOP
This agreement made this _(1)_ day of ____(2)__________, 19__(3)_, by and between
________(4)___________, of _______(5)____________, herein referred to as "owner", and
__________(6)__________, of _________(7)__________, herein referred to as "contractor".
Owner and contractor in consideration of the mutual covenants hereinafter set forth agree as
follows:
SECTION ONE
STRUCTURE AND SITE
Contractor shall furnish all labor and materials necessary to construct a ____(8)______, upon the
following described property, which owner warrants he owns, free and clear of liens and
encumbrances: ________(9)___________.
SECTION TWO
PLANS
Contractor shall construct the structure in conformance with the plans, specifications, and
breakdown and binder receipt signed by contractor and owner, and will do so in a workmanlike
manner. Contractor is not responsible for furnishing any improvements other than the structure,
such as landscaping, grading, walkways, painting, sewer or water systems, steps, driveways,
patios and aprons, etc., unless they are specifically stated in the breakdown.
SECTION THREE
PAYMENT
Owner shall pay contractor the sum of ___(10)___ Dollars ($__________) in installments as set
forth in the escrow instructions or the primary lender's schedule (whichever is applicable) signed
by owner. In the event any installment is not paid when due, contractor may stop work until
payment is made and for five (5) days thereafter. In the event any installment is not paid within
ten (10) days after it is due, contractor may take such action as may be necessary, including legal
proceedings, to enforce its rights hereunder.
SECTION FOUR
PREPARATION
Prior to the start of construction, owner shall provide a clear, accessible building site, properly
excavated and correctly zoned for the structure, and shall identify the boundaries of owner's
property by stakes at all corners. Owner shall maintain such stakes in proper position throughout
construction. In the event contractor cannot obtain a building permit within thirty (30) days of the
date of this agreement, contractor may declare the agreement of no further force or effect.
SECTION FIVE
UTILITIES
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Prior to the start of construction, and at all times during construction, owner shall provide and
maintain, at owner's sole expense, an all-weather roadway to the building site, and water and
electrical service, including 220 amp outlet. Owner shall, at owner's expense, connect permanent
electrical service, gas service or oil service, whichever is applicable, and tanks and lines to the
structure upon acceptable cover inspection and prior to wall covering. Owner shall, at owner's
expense, connect sewage disposal and water lines to the structure within fifteen (15) days after
the rough plumbing is complete.
SECTION SIX
RESPONSIBILITY
Contractor shall not be responsible for claims arising out of improper placement or positioning of
boundary stakes or house stakes; nor shall contractor be responsible for damages to persons or
property occasioned by owner or his agents, third parties, acts of God or other causes beyond
contractor's control. Owner shall hold contractor completely harmless from, and shall indemnify
contractor for, all costs, damages, losses, and expenses, including judgments and attorneys fees,
resulting from claims arising from causes enumerated in this paragraph.
SECTION SEVEN
POSSESSION
Owner shall not have possession of the structure until such time as all payments or other
obligations required to them as set forth in this agreement have been fully paid or performed by
them. If possession of structure is taken by owner before the above obligations are met, without
the written consent of contractor, it shall be considered as acceptance of the structure, by the
owner, as complete and satisfactory.
SECTION EIGHT
GENERAL PROVISIONS
Owner agrees to promptly complete the necessary requirements to obtain financing and to
prepare the site for construction. There are no understandings or agreements between contractor
and owner other than those set forth in this agreement and in the documents referred to in
Sections Two and Three. No other statement, representation or promise has been made to
induce either party to enter into this agreement. This agreement and the documents referred to in
Sections Two and Three may not be modified or amended except by written agreement of the
parties. In witness whereof, the parties have executed this agreement the day and year first
written above.
Witnesses Owner
____________(11)_______________ ___________(12)_______________
____________(11)_______________
Witnesses Contractor
____________(11)_______________ ___________(13)_______________
____________(11)_______________
NOTICE
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General Power of Attorney
TOP
I, ________(1)__________, of ________(2)____________, hereby appoint
__________(3)____________, of _________(4)_____________, as my attorney in fact to act in
my capacity to do every act that I may legally do through an attorney in fact. This power shall be
in full force and effect on the date below written and shall remain in full force and effect until
_______(5)____________ or unless specifically extended or rescinded earlier by either party.
Dated _______(6)____________, 19_(7)__.
____________(8)_______________
STATE OF _________(9)___________
COUNTY OF ________(10)__________
BEFORE ME, the undersigned authority, on this _(11)_ day of _______(12)_______, 19_(13)_,
personally appeared _______(14)_______________ to me well known to be the person
described in and who signed the Foregoing, and acknowledged to me that he executed the same
freely and voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
_____________(15)____________ NOTARY PUBLIC
My Commission Expires:__(16)__
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Letter of Resignation
TOP
Dear
This is to inform you that an has presented
itself that will enable me to work in the area of my
stated preference, which is (designate)
I am therefore tendering my resignation from your company
and wish to advise you that (date) will be my last day
of employment.
I would like to thank you for the experience of having worked
for (name of firm) , a truly outstanding organization.
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Buy-Sell Agreement
TOP
AGREEMENT, made this _(1)_ day of _____(2)_____, 19_(3)_, by and between
_______(4)________, ____(5)_______, _____(6)______, hereinafter separately referred to as
"Stockholder", and jointly as "Stockholders", and ________(7)_________, a _____(8)______
corporation, hereinafter referred to as the "Corporation",
WITNESSETH:
WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of the
Corporation, and
WHEREAS, as used herein, the term "shares" shall mean all shares of common stock, at
$__(9)___ par value, of the Corporation now owned or hereafter acquired by the parties, and
WHEREAS, the Stockholders are actively engaged in the conduct of the business of the
Corporation, and it is contemplated that success or failure of the corporate enterprise will at all
times depend in large measure on the personal abilities of the Stockholders, and
WHEREAS, there is not now, nor is there likely in the future to be a substantial market for the
shares of the Corporation, and
WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by another
Stockholder or by the Corporation of the stock of any party desiring to sell the same; and for the
purchase by the Corporation of the stock of a deceased party.
IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter
set forth, as follows:
1. Restriction During Life. No stockholder shall transfer or encumber any of his shares of capital
stock of the Corporation during his lifetime to any person, firm or corporation, without the consent
of the Corporation and the other Stockholder, unless the Stockholder desiring to make the
transfer or encumber (hereinafter referred to also as the "Transferor") shall have first made the
offer hereinafter described and such offer shall not have been accepted.
A. Offer by the Transferor: The offer shall be given pro rata initially to the other Stockholder(s)
and shall consist of an offer to sell or encumber all of the shares of the capital stock of the
Corporation owned by the Transferor, to which shall be attached a statement of intention to
transfer, the name and address of such prospective transferee, the number of shares of capital
stock involved, and the terms of such transfer or encumbrance.
B. Acceptance of Offer: Within thirty (30) days after the receipt of such offer the other
Stockholder(s) may, at their option, elect to accept the offer. If such offer is not accepted by the
other Stockholder(s), the Corporation may within thirty (30) days after the rejection of such offer,
at its option, elect to accept the offer. The Corporation shall exercise its election to purchase by
giving notice thereof to the Transferor and to the other Stockholder(s). The other Stockholder(s)
shall exercise the election to purchase by giving notice thereof to the Transferor and to the
Corporation. In either event, the notice shall specify a date for the closing of the transaction,
which shall not be more than thirty (30) days after the date of the giving of such notice.
C. Purchase Price: The purchase price for, or the consideration for the encumbrance of the
shares of the capital stock of the Corporation owned by the Transferor shall be set forth in
paragraph 3 hereof.
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D. Closing of Transaction: The closing of the transaction shall take place at the principal office of
the Corporation. The consideration shall be paid as provided for in paragraph 3 hereof.
Certificates for all shares sold or encumbered hereunder, property endorsed to the Corporation or
to the purchasing Stockholder, as the case may be, shall be delivered by the transferor not later
than the date of closing.
E. Release from Restriction: If the offer is neither accepted by the Corporation nor by the other
Stockholder(s), the Transferor may make a bona fide transfer to the prospective transferee
named in the statement attached to the offer, such transfer to be made only in strict accordance
with the terms therein stated. However, if the Transferor shall fail to make such transfer within
__(10)__ (___) days following the expiration of the election period by the other Stockholder(s),
such shares of capital stock shall again become subject to all of the restrictions of this
Agreement, provided, however, that nothing contained herein shall be construed as releasing any
shares of this Corporation from any restriction or requirement of law concerning transfer of such
shares.
F. Termination of Employment: Any shareholder whose employment in any capacity with the
company or its subsidiaries terminates for any reason whatsoever, voluntarily or involuntarily,
shall be considered as of the date of such termination of employment to have made an offer of all
of his shares of stock subject to the terms of this Agreement, at the purchase price stated in
paragraph 3 hereof.
G. Subchapter "S" Election: If at the time of a transfer of stock permitted hereunder, the
Corporation then is an "S" corporation, the transferee and new stockholder shall be required to
consent in writing not to revoke such "S" election without the unanimous approval of all other
stockholders. Such written consent shall be executed and delivered prior to the delivery of the
shares to the transferee at the closing of such sale and transfer.
2. Purchase Upon Death. Upon the death of a Stockholder (hereinafter referred to as Decedent),
all of the shares of the capital stock of the Corporation owned by him, and to which he or his
estate shall be entitled, shall be sold and purchased as hereinafter provided:
A. Obligation of the Corporation to Purchase: It shall be for the Corporation to purchase from the
Decedent's Personal Representative, and the Decedent's Personal Representative shall be
obligated to sell to the Corporation, all of the shares of the capital stock of the Corporation owned
by the Decedent and to which the Decedent or his Personal Representative shall be entitled, at
the price set forth in paragraph 3 hereof.
B. Closing: The closing of such purchase and sale shall take place at the offices of the
Corporation, at a date selected by the Corporation upon _(11)_ days notice to the Transferor
which date shall be not more than _(12)_ days following the date of the qualification of the
Personal Representative and not less than _(13)_ days following such date.
C. Insurance: To insure or partially insure its obligation under this Agreement to purchase from
the estate of a deceased Stockholder the shares owned by him prior to his death, the Corporation
shall have the option to purchase policies of insurance covering the lives of each Stockholder in
any amount deemed desirable. In the event any Stockholder ceases to be a Stockholder of the
Corporation, the Corporation shall terminate any such insurance on such Stockholder's life and in
the event any Stockholder increases his holdings of the shares of the Corporation, the
Corporation shall procure and maintain, if so desired by it, additional insurance on the life of such
Stockholder proportionate to the increase in the holdings of such Stockholder.
If the corporation shall receive any proceeds of any policy on the life of the Decedent, such
proceeds shall be used by the Corporation to pay the Decedent's Personal Representative to the
extent of the purchase price of the Decedent's stock, such payment to be deemed made on
account of such purchase price.
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D. Balance of Purchase Price: If the amount of any insurance proceeds is insufficient to pay the
purchase price of any Decedent's shares, then the balance of the purchase price remaining after
credit for any insurance proceeds shall be payable as follows: _(14)_% of the balance due to be
paid shall be paid in cash, and the balance shall be represented by a promissory note executed
by the purchaser payable in (15) (___) installments, which note shall be secured by the stock of
the deceased Stockholder.
E. "S" Election: If the corporation is an "S" corporation at the time of the transfer and sale of its
stock, the transferee and new stockholder shall be required to consent in writing not to revoke
such "S" election without the unanimous approval of all other stockholders. Such written consent
shall be submitted prior to the delivery of the shares to the transferee.
3. Consideration.
A. Unless the parties agree to another price in writing, the price for each share of capital stock to
be sold under this Agreement shall be equal to its fair market value as an on-going business
concern as determined in the sole discretion of the company's Certified Public Accountant, (CPA)
and such determination by the CPA shall be binding and conclusive upon the parties hereto.
B. Unless the parties agree otherwise, the purchase price shall be paid as follows:
i. __(16)__ percent (___) of the amount determined to be due as the price to be paid at the
closing in addition to any insurance proceeds and the balance to be payable by the execution of a
promissory note in such amount to be repaid in _(17)_ (___) installments, such note to be
secured by the stock being sold.
ii. The promissory note shall bear interest until paid in full at the prime rate as determined from
time to time by Chase Manhattan Bank or any other bank as determined by and agreed upon by
the Stockholders.
iii. In the event that suit shall be required to collect on the promissory notes above referred to,
then in such event, the defaulting Stockholder or the Corporation shall pay for attorney fees, and
courts costs, incurred in such action.
4. Limitation on Stockholder's Right to Pledge Stock. The restrictions of paragraph 1 above shall
not apply to encumbrances as collateral for a note or notes in favor of the company or any one or
more of the other Stockholders or in favor of a recognized lending institution, but only if the
proceeds of such loan are used in their entirety to purchase shares of the Corporation and the
borrowing Stockholder delivers to the Corporation and the other Stockholder(s) the written
commitment of the lender, in form acceptable to the Corporation that such lender will not dispose
of such shares without first affording the Corporation and the other Stockholder(s) the right for a
period of _(18)_ days to purchase shares at a price satisfactory to the Corporation and the other
Stockholder(s).
5.Corporate Restrictions After Purchase. So long as any part of the purchase price of shares of
capital stock sold in accordance with this Agreement remains unpaid, the Corporation shall not:
A. declare or pay dividends on its capital stock;
B. reorganize its capital structure;
C. merge or consolidate with any other corporation, or sell any of its assets except in the regular
course of business;
D. increase the salary of any officer or executive employee of the Corporation;
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E. allow any of its obligations to become in default; or
F. allow any judgments against the Corporation or any liens against the Corporation's property to
remain unsatisfied.
So long as any part of such purchase price remains unpaid, the Transferor, or the Personal
Representative of the Decedent shall have the right to examine the books and records of the
Corporation from time to time and to receive copies of all accounting reports and tax returns
prepared for the Corporation. If the Corporation breaches any of its obligations under this
paragraph, the Transferor or the Personal Representative, in addition to any other remedies
available, may elect to declare the entire unpaid purchase price due and payable forthwith.
6. Purchase By Stockholder. Whenever a Stockholder purchases shares of capital stock under
this Agreement, such purchaser (unless he shall have paid the entire purchase price in cash)
shall, following the delivery of the purchased stock, endorse the new certificates of stock issued
to such purchaser, execute a UCC-1 Financing Statement (for recording), and deliver the same to
the Seller as collateral security for the payment of the unpaid purchase price; and such capital
stock shall be so held until the entire purchase price shall be paid. While such capital shall be so
held as collateral security and so long as the Purchaser is not in default, the Purchaser shall be
entitled to all voting rights with respect thereto. Dividends paid shall be applied to the
indebtedness.
7. Purchase By Corporation. Whenever the Corporation shall, pursuant to this Agreement, be
required to purchase shares of the capital stock of the Corporation, the Stockholders and the
Personal Representative of any Decedent shall do all things and execute and deliver all papers
as may be necessary to consummate such purchase. Any note required to be given hereunder by
the Corporation as part of the purchase price shall be endorsed and guaranteed by the remaining
or surviving Stockholders, who shall not be discharged from such liability by reason of the
subsequent extension, modification or renewal of any such note. Until all amounts due are paid,
the stock certificates and a UCC-1 Financing Statement (to be recorded) shall be delivered to
Seller.
8. Endorsement On Stock Certificates. Each certificate representing shares of capital stock of the
Corporation now or hereafter held by the Stockholders shall contain with a legend in substantially
the following form: "The transfer or encumbrance of the shares of stock represented by the within
certificate is restricted under the terms of an Agreement dated ____(19)______ a copy of which is
on file at the Corporation office."
9. Value of Purchase Price for Tax Purposes. It is understood that the purchase price, determined
as set forth hereinabove, shall be the value of the purchased shares for all tax purposes. In the
event such value is later increased by any federal or state taxing authority, any tax liability
resulting from such increase shall be borne by the selling Stockholder or his Personal
Representative, as the case may be.
10. Amendments. This Agreement may be amended or altered by execution of a written
agreement authorized by corporate resolution and signed by all the parties hereto.
11. Notices. Any and all notices, designations, consents, offers, acceptances, or any other
communication provided for herein, shall be given in writing by registered or certified mail
addressed, in the case of the Stockholders, to his address appearing on the stockbooks of the
Corporation, or to his residence, or to such other address as may be designated by him, and in
the case of the Corporation, to the principal office of the Corporation, postage prepaid, by United
States Mail, and shall be considered to have been delivered on the 2nd day following the date
stamped by the post office.
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12. Invalid Provision. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof and the Agreement shall be construed in
all respects as if such invalid or unenforceable provision had been omitted.
13. Modification. It is understood between the parties that this Agreement contains the entire
understanding of the parties and no change or modification of this Agreement shall be valid
unless the same be in writing and signed by all the parties hereto.
14.Binding Effect. This Agreement shall bind and, unless inconsistent with its provisions, shall
inure to the benefit of the Executor, Administrator or Personal Representative, and the heirs and
assigns of each of the Stockholders.
15. Prior Agreement. This Agreement supersedes any prior Agreement of the parties.
16. Deadlock. If at any time the Stockholders cannot agree on the Certified Public Accountant of
the company and therefore are unable to establish an acceptable price for purchase, the matter
shall be submitted to arbitration in the following manner:
A. Each Stockholder shall, within __(20)___ (___) days after notice of such deadlock, appoint a
Certified Public Accountant, and the two accountants shall then appoint a third Certified Public
Accountant within __(21)__ (___) days after the two accountants are selected, and the average of
purchase price determined by them shall be final, conclusive and binding upon the Stockholders,
their executors, administrators and personal representatives, and a judgment on such
determination may be obtained in any court of proper jurisdiction. The cost of such accounting
shall be borne equally by the parties unable to reach agreement hereunder.
In the event any one of the Stockholders shall fail within the given time to select a Certified Public
Accountant to represent him to resolve the dispute, then and in such event, the remaining
Stockholder shall have the right to institute suit for specific performance under this Agreement,
and the defaulting Stockholder shall pay for all attorney fees and court costs of such action.
17. Indebtedness of a Stockholder. In the event that there is a purchase and sale of shares of
stock or interest therein, pursuant to the provisions hereinabove, and there is any indebtedness
owed by the selling Stockholder or his estate to any party to this Agreement, then,
notwithstanding the said provisions relating to the payment of the purchase price, and any
amount to be paid for the stock being purchased shall be applied first to reduce and satisfy any
indebtedness owed by the Selling Stockholder or his estate to any party under this Agreement.
18. Default. In the event of a default in the payment of any installment of the purchase price, the
covenants and conditions of this Agreement, or any Security Agreement given to Sellers, Sellers
may declare the entire unpaid portion of the purchase price to be immediately due and payable,
and may proceed to enforce payment of same and to exercise any and all rights and remedies
provided by the Uniform Commercial Code as well as any other rights and remedies either at law
or in equity available to them, and Seller may assign, sell or transfer all or any part of the
collateral in such manner, at such price, and on such terms and conditions as Sellers, in their sole
and absolute discretion, may determine. Sellers or the Corporation shall have the right to
purchase any or all of the collateral, apply any unpaid indebtedness on account thereof, and have
a claim against Purchaser for the balance of such indebtedness in addition to any and all
remedies available to them at law or in equity.
19. Voting. It is understood and agreed that until the purchase price shall have been paid in full,
the Purchaser shall have no voting rights whatsoever.
20. Termination of Agreement. This Agreement shall terminate upon the occurrence of one of the
following events:
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A. The written agreement of the parties hereto or their successors in interest to that effect;
B. The bankruptcy, receivership, or dissolution of the Corporation;
C. The disposal of all the shares of stock of any Stockholder during his lifetime or by his Personal
Representative or estate upon his death, shall terminate this Agreement as to such retiring or
deceased Stockholder; or
D. All of the issued and outstanding stock of the Corporation becoming owned by one of the
Stockholders of the Corporation.
21. Laws Governed By. This Agreement is executed in and shall be construed by and governed
under the laws of the State of ______(22)______.
22. Withdrawal from Corporation. Any Shareholder may withdraw from participation in the
Corporation at any time in accordance with the following provisions:
A. Notice to Corporation. Such Stockholder ("Withdrawing Stockholder") shall give notice to the
Corporation at least _____(23)_______ (____) days prior to the date (he)(she) wants to withdraw
("Withdrawal Date") which notice shall set forth the Withdrawal Date.
B. Offer to Corporation. Within _____(24)_____ (___) days after receipt of such notice, the
Corporation may, at its option, elect to purchase all, but not less than all, of the Withdrawing
Stockholder's shares. The Corporation shall exercise its option to purchase by giving written
notice thereof to the Withdrawing Stockholder within said ______(25)_______ (___) day period.
Such written notice shall specify a date for the closing of the purchase, which shall not be more
than ___(26)____ (___) days after the date of the giving of such notice. The purchase price for
the shares to be paid by the Corporation and terms of payment therefor shall be as set forth in
Paragraph 3 hereof.
C. Acceptance by Stockholders. If the Corporation fails to exercise said option within said
_____(27)_______ (____) day period, then for a ______(28)_______ (____) day period
thereafter the other Stockholder(s) of the Corporation shall have the option to purchase such
shares, such option to be exercised in the same manner as that of the Corporation, and the
purchase price and terms of payment to be the same for the Stockholder(s) as for the Corporation
as set forth in Paragraph 3 hereof. The option may be exercised by the Stockholders pro rata
(based on that proportion which the number of shares owned by each other Stockholder bears to
the total number of shares then outstanding, not counting the shares proposed to be sold), and if
one (or more) of the Stockholders does not desire to exercise his option, then his option shall be
exercisable on a pro rata basis by the other Stockholders (not counting for any purpose, the
shares proposed to be sold or the shares owned by any Stockholder who does not desire to
exercise his option); or the option may be exercised by the other Stockholders on such basis as
they may agree upon.
D. Dissolution and Liquidation. In the event that neither the Corporation nor the other
Stockholder(s) purchase the shares of the Withdrawing Stockholder, the other Stockholder(s)
agree to execute a consent voluntarily dissolving the Corporation. In addition, the Stockholder(s)
agree to liquidate the assets of the Corporation as soon as practicable thereafter.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and
year first above written. Signed, Sealed and Delivered in the Presence of:
"STOCKHOLDERS"
__________(29)______________ __________(35)_________________
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__________(30)______________
__________(31)______________ __________(36)_________________
__________(32)______________
"CORPORATION"
__________(33)______________ By:___________(37)________________
President of the Corporation
__________(34)______________
ATTEST: _________(38)________ Secretary of the Corporation
(CORPORATE SEAL)
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General Release
TOP
BE IT KNOWN, that ________(1)_________, (hereinafter referred to as "Releasor"), for and in
consideration of the sum of _________(2)_________ ($_________) Dollars, and other valuable
consideration received from or on behalf of _________(3)________, (hereinafter referred to as
"Releasee"), the receipt of which is hereby acknowledged, does hereby remise, release, acquit,
satisfy, and forever discharge the said Releasee, of and from all manner of actions, causes of
action, suits, debts, covenants, contracts, controversies, agreements, promises, claims and
demands whatsoever, which said Releasor ever had, now has, or which any personal
representative, successor, heir or assign of said Releasor, hereafter can, shall or may have,
against said Releasee, by reason of any matter, cause or thing whatsoever, from the beginning of
time to the date of this instrument.
IN WITNESS WHEREOF, the said Releasor has hereunto set hand and seal this _(4)_ day of
________(5)_________, 19_(6)_.
Signed, sealed and delivered in the presence of:
"RELEASOR"
_____________(7)________________ _____________(8)_______________
_____________(7)________________
STATE OF ________(9)________
COUNTY OF _______(10)_______
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid
and in the County aforesaid, to take acknowledgments, personally appeared
________(11)_________, to me known to be the person described in and who executed the
foregoing instrument and acknowledged before me that it was executed for the purposes set out
therein.
____________(12)______________
My Commission Expires: ________(13)________
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Affidavit
TOP
STATE OF ______(1)_______) ss: COUNTY OF ____(2)________)
KNOW ALL YE MEN BY THESE PRESENTS,
That on this _(3)__ day of ______(4)_________, 19_(5)_, personally came and appeared before
me ______(6)__________, of __________(7)_______________, known, and known to me, who
after being first duly sworn, deposes and says:
(Insert Sworn Statement)
FURTHER AFFIANT SAYETH NOT.
__________(8)____________
SUBSCRIBED TO AND SWORN TO before me this ___(9) day of____(10)____________,
19_(11)_.
_____________(12)__________ NOTARY PUBLIC
My Commission Expires __(13)__
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Promissory Note Business Form Template
TOP
$______(1)___ ____(2)_____, _____(3)_____
_______(4)________, 19_(5)_
FOR VALUE RECEIVED, the undersigned, promise to pay to the order of
___________(6)______________, (hereinafter referred to as "Payee"; Payee together with any
subsequent holder hereof or any interest herein being hereinafter referred to as "Holder")
at___________(7)______________, or at such other place as the Holder may from time to time
designate in writing, without grace, except as may be otherwise expressly provided for herein, the
principal sum _________(8)____________ ($______), together with interest from the date hereof
at a rate of (9)% per annum on the unpaid principal balance from time to time outstanding in
accordance with the following provisions:
(a) Commencing ______(10)______ 19_(11)_, and on the _(12)_ day of each and every month
thereafter until _____(13)______, 19_(14)_, the undersigned shall pay to Holder equal
installments of ______(15)_____ ($_______), including principal and accrued interest on the
unpaid principal balance. The entire outstanding principal balance shall be due and payable in full
on or before _______(16)_______, 19_(17)_.
This Note and the instruments securing it are to be governed, interpreted and construed by,
through and under the laws of the State of ______(18)______. This Note may be prepaid in
whole or in part at any time without penalty or premium. If this Note provides for installment
payments of principal, prepayment of principal payments shall be applied in the inverse order
such installment payments are due, applying first to the last principal installment due hereunder.
This Note is secured by a Mortgage of even date herewith executed by the undersigned in favor
of the Payee herein, which is a lien on certain collateral security as described therein.
In the event that any payment of principal and/or interest is not made within thirty (30) days that
same is due, which event shall constitute an "Event of Default" hereunder, or in the event of any
default under the terms of the Mortgage securing this Note, the undersigned shall pay, during the
period of such default, interest on the unpaid balance of the indebtedness evidenced by this Note
at the highest rate allowed by law.
The Holder shall have the optional right to declare the amount of the total unpaid balance hereto
to be due and forthwith payable in advance of the maturity date of any sum due or installment, as
fixed herein, upon the failure of the undersigned to pay, when due and after thirty (30) days+ that
same is due, any of the installments of interest and/or principal, or upon the occurrence of any
event of default or failure to perform in accordance with any of the terms and conditions in the
Mortgage securing this Note or in any other security document executed and/or delivered in
conjunction herewith. Upon exercise of this option by the Holder, the entire unpaid principal shall
bear interest at the highest rate allowed by law. Forbearance to exercise this option with respect
to any failure or breach of the undersigned shall not constitute a waiver of the rights to any
continuing failure or breach or any subsequent failure or breach.
In no event shall the amount of interest due or payments in the nature of interest payable
hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time
to time, and in the event any such payment is paid by the undersigned or received by the Holder,
then such excess sum shall be credited as a payment of principal, unless the undersigned shall
notify the Holder, in writing, that the undersigned elects to have such excess sum returned to it
forthwith.
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Time is of the essence hereunder and, in case this Note is collected by law or through an
attorney-at-law, or under advice therefrom, the undersigned agrees to pay all costs of collection
including reasonable attorneys' fees. Reasonable attorneys' fees are defined to include, but not
be limited to, all fees incurred in all matters of collection and enforcement, construction and
interpretation, before, during and after suit, trial, proceedings and appeals. Attorneys' fees shall
also include hourly charges for paralegals, law clerks and other staff members operating under
the supervision of an attorney.
The remedies of the Holder, as provided herein or in the Mortgage, shall be cumulative and
concurrent, and may be pursued singularly, successively or together, at the sole discretion of the
Holder, and may be exercised as often as occasion therefor shall raise. No act of omission or
commission of the Holder, including specifically any failure to exercise any right, remedy or
recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be
affected only through a written document executed by the Holder and then only to the extent
specifically recited therein. A waiver or release with reference to any one event shall not be
construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy or
recourse as to a subsequent event.
Any notice to be given or to be served upon any party hereto, in connection with this Note, must
be in writing, and may be given by certified or registered mail and shall be deemed to have been
given and received on the third (3rd) business day after a certified or registered letter containing
such notice, properly address, with postage prepaid, is deposited in the United States mail; and if
given otherwise then by certified or registered mail, it shall be deemed to have been given when
delivered to and received by the party to whom it is addressed. Such notices shall be given to the
parties hereto as set forth in the Mortgage.
All persons or corporations or other entities now or at any time liable, whether primarily or
secondarily, for the payment of the indebtedness hereby evidenced, for themselves, their heirs,
legal representatives, successors and assigns respectively, hereby (a) expressly waive
presentment, demand for payment, notice of dishonor, protest, notice of non-payment or protest,
and diligence in collection except as may be otherwise expressly provided; (b) consent that the
time of all payments or any part thereof may be extended, rearranged, renewed or postponed by
the Holder hereof and further consent that the collateral security or any part thereof may be
released, exchanged, added to or substituted for by Holder hereof, without in anywise modifying,
altering, releasing, affecting or limiting their respective liability or the lien of any security
instrument; (c) agree that the Holder, in order to enforce payment of this Note, shall not be
required first to institute any suit or to exhaust any of its remedies against the undersigned or any
other person or party to become liable hereunder.
If more than one party shall execute this Note, the term "undersigned" as used herein, shall mean
all parties signing this Note and each of them, who shall be jointly and severally obligated
hereunder.
In this Note, whenever the context so requires, the neuter gender includes the feminine and/or
masculine, as the case may be, and the singular number includes the plural.
All references herein to interest at the "maximum rate" shall mean "maximum legal contract rate".
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed in its name on
the day and year first above written.
_________(19)__________________ Maker'+ Address:
_________(20)____________
Confidential Information Agreement
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TOP
In consideration of being employed by_ (Company), the
undersigned hereby agrees and acknowledges:
1. That during the course of my employ there may be
disclosed to me certain trade secrets of the Company;
said trade secrets consisting of:
a) Technical information: Methods, processes, formulae,
compositions, inventions, machines, computer
programs and research projects.
b) Business information: Customer lists; pricing data;
sources of supply; and marketing, production, or
merchandising systems or plans.
2. I shall not during, or at any time after the
termination of my employment with the Company, use for
myself or others, or disclose or divulge to others any
trade secrets, confidential information, or any other
data of the Company in violation of this agreement.
3. That upon the termination of my employ from the Company:
a) I shall return to the Company all documents
relating to the company, including but not
necessarily limited to: drawings, blueprints,
reports, manuals, correspondence, customer lists,
computer programs, and all other materials
and all copies thereof relating in any way to the
Company's business, or in any way obtained by me
during the course of my employ. I further agree
that I shall not retain any copies of the foregoing.
b) The Company may notify any future or prospective
employer of the existence of this agreement.
c) This agreement shall be binding upon me and my
personal representatives and successors in
interest, and shall inure to the benefit of the
Company, its successors and assigns.
d) The unenforceability of any provision to this
agreement shall not impair or affect any other
provision.
e) In the event of any breach of this agreement, the
Company shall have full rights to injunctive
relief, in addition to any other existing rights,
without requirement of posting bond.
Dated: _
______________________________
Employee
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Minutes of the Annual Meeting of the Board of Directors
TOP
The annual meeting of the Board of Directors of the Corporation was held at the office of the
corporation, on _______(1)________, 19_(2)_, immediately following the annual meeting of
shareholders of the Corporation.
The Director present was _________(3)_________.
Temporary Chairman was nominated and elected and acted as such until relieved by the
President, same being ________(4)_________.
The Chairman then presented and read to the meeting a Waiver of Notice of meeting, subscribed
by all of the Directors of the Corporation.
Upon a motion duly made, seconded and unanimously carried, it was:
RESOLVED, that the Chairman be requested to cause the same to be spread at length upon the
minutes.
The Chairman then stated that nominations for officers of the Corporation were in order. The
following persons were nominated and thereupon elected to the position opposite their names to
serve until their successors are elected and qualified:
___________(5)_____________ PRESIDENT
___________(6)_____________ VICE PRESIDENT
___________(7)_____________ SECRETARY
___________(8)_____________ TREASURER
The President, Vice President, Secretary and Treasurer thereupon assumed their respective
offices.
The President then presented and read the minutes of the annual meeting of shareholders of this
Corporation, and the same were, on motion duly made, seconded and unanimously carried, in all
respects ratified and adopted by this Board of Directors.
There being no further business to come before the meeting, upon motion duly made, seconded
and unanimously carried, the same was adjourned.
DATED: _______(9)_______, 19_(10)_
____________(11)______________
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Contract 1, Goods
TOP
CONTRACT
THIS AGREEMENT, made and entered into this ___ day of
_________, l98_, by and between ___________________, the
Seller, and ___________________, the Buyer:
1. The seller hereby undertakes to transfer and deliver
to the buyer on or before __________, l98_, the following
described goods:
2. The buyer hereby undertakes to accept the goods and
pay for them in accordance with the terms of the contract.
3. It is agreed that identification shall not be deemed
to have been made until both the buyer and the seller have
agreed that the goods in question are to be appropriated to
the performance of the contract with the buyer.
4. The buyer shall make payment for the goods at the
time when and at the place where the goods are received by
him.
5. Goods shall be deemed received by the buyer when
received by him at .
6. The risk of loss from any casualty to the goods
regardless of the cause thereof shall be on the seller until
the goods have been accepted by the buyer.
7. The seller warrants that the goods are now free and
at the time of delivery shall be free from any security
interest or other lien or encumbrance.
8. The seller further warrants that at the time of
signing this contract he neither knows nor has reason to
know of the existence of any outstanding title or claim of
title hostile to his rights in the goods.
9. The buyer shall have the right to examine the goods
on arrival, and within business days after such delivery
he must give notice to the seller of any claim for damages
on account of the condition, quality, or grade of the
property, and must specify the basis of his claim in detail.
The failure of the buyer to comply with these rules shall
constitute irrevocable acceptance of the goods.
10. Executed in duplicate, one copy of which was
delivered to and retained by the buyer, the day and year
first above written.
/S/..........................
/S/..........................
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Contract 2, Goods
TOP
CONTRACT FOR SALE OF GOODS
Agreement made and entered into this (date) , by and
between (name of seller), of (address)
(city) , (state) , herein referred to as "Seller",
and (name of buyer) , of (address)
(city) , (state) , herein referred to as "Buyer".
Seller hereby agrees to transfer and deliver to buyer, on
or before (date) , the following goods:
Buyer agrees to accept the goods and pay for them in
accordance with the terms of the contract.
Buyer and Seller agree that identification shall not be
deemed to have been made until both parties have agreed that
the goods in question are to be appropriated and fulfill the
requirements of performance of said contract with the buyer.
Buyer agrees to pay for the goods at the time they are
delivered and at the place where he receives said goods.
Goods shall be deemed received by buyer when delivered to
address of buyer as herein described.
Until such time as said goods have been received by buyer,
all risk of loss from any casualty to said goods shall be
on seller.
Seller warrants that the goods are now free from any
security interest or other lien or encumbrance, that they
shall be free from same at the time of delivery, and that
he neither knows nor has reason to know of any outstanding
title or claim of title hostile to his rights in the goods.
Buyer has the right to examine the goods on arrival and has
(number) of days to notify seller of any claim for damages
on account of the condition, grade or quality of the goods.
That said notice must specifically set forth the basis of
his claim, and that his failure to either notice seller
within the stipulated period of time or to set forth
specifically the basis of his claim will constitute
irrevocable acceptance of the goods.
This agreement has been executed in duplicate, whereby both
buyer and seller have retained one copy each, on (date) .
______________________________
______________________________
(Signatures)
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Contract For Sale and Purchase
TOP
PARTIES: ____________________(1)_____________________________, as "Seller", of
________(2)____________, Phone: _____(3)________, and
______________(4)___________________ as "Buyer" of
_______________(5)_______________, Phone: _______(6)__________, hereby agree that the
Seller shall sell and Buyer shall buy the following property upon the following terms and
conditions:
I. DESCRIPTION:
a) Legal description of real estate ("Property") located in _______(7)________ County,
_______(8)_________:
b) Street address, if any, of the Property being conveyed is:
c) Personal property including all buildings and improvements on the property and all right, title
and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and:
II. PURCHASE PRICE $_______(9)______ PAYMENT:
a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in the
amount of $______(11)______ and promissory note to be held in same escrow as additional
earnest Buyer's default in the amount of $______(12)______
b) Assumption of Mortgage in favor of _____________(13)_________________ bearing interest
at ___(14)____% per annum and payable as to principal and interest $_____(15)______ per
month, having an approximate present principal balance of $______(16)______
c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set forth herein
below, in the principal amount of $______(18)______
d) Other: $______(19)______
e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments and
prorations $______(20)______
TOTAL $_______(9)______
III. SURVEY & TITLE COMMITMENT; PERMITTED EXCEPTIONS.
a) Preliminary Title Report. Within twenty (20) days from the date hereof, Seller, at Purchaser's
sole cost and expense, shall cause a title insurance company ("Title Company") to issue and
deliver to Purchaser an ALTA Form B title commitment ("Title Commitment") in the full amount of
the Purchase Price of the real estate. Purchaser shall pay the premium for the policy at or before
the closing as set forth herein. In the event title is found to be unmerchantable because of title
defects, Purchaser or his attorney shall notify the Seller or its attorney in writing within five (5)
days of the date of receipt of said Title et forth herein. In the event title is found to be
unmerchantable title to the property and Seller shall have a period of one hundred twenty (120)
days after receipt of such written notice within which to cure said defects in title and this sale shall
be closed within ten (10) days after written notice of such curing Upon Seller's failure to cure
defects of which written notice has Upon Seller's failure to cure defects of which written notice
has been given, within the time limit aforesaid, the deposit this day paid shall be returned and all
rights and liabilities arising hereunder shall terminate, or Purchaser may close this transaction in
the same manner as if no title defects had been found.
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b) Survey. If the Purchaser desires a survey of the Property, it may have the Property surveyed at
its expense prior to the closing date. If the survey shows encroachments on the Property herein
described, or that the improvements located on the Property herein described encroach on other
lands, written notice of that effect shall be given to the Seller and Seller shall have the same time
to remove such encroachments as is allowed under this Agreement for the curing of defects of
title (see Section III a) herein). If the Seller shall fail to remove or cure said encroachments within
the period of time, then the deposit this day paid shall be returned to Purchaser and all rights and
liabilities arising hereunder shall terminate, or Purchaser may close this transaction in the same
manner as if no defects had been found.
IV. PROVISIONS WITH RESPECT TO CLOSING.
a) Closing Date. The consummation of the transaction contemplated by this Agreement
("Closing") shall take place at such place as designated by Seller on or before _____(21)______,
or at such earlier date as agreed mutually, unless extended by other provisions hereof.
b) Seller's Obligation at Closing. At Closing, Seller shall do the following:
Execute, acknowledge, and deliver to Purchaser a Warranty Deed conveying the Property to
Purchaser subject to:
(i) taxes and assessments for year of closing and subsequent years;
(ii) restrictions, easements and zoning ordinances of record, if any;
(iii)public utility easements of record, if any;
(iv) Mortgage to be assumed as described above; Any variance in the amount of said mortgage
from the amount stated herein shall be added to or deducted from either the cash payment or the
second mortgage as the Seller may elect.
(v) Other:
c) Purchaser's Obligations at Closing. Subject to the terms, conditions and provisions hereof, and
concurrently with the performance by Seller of its obligations set forth in Section IV b) above,
Purchaser shall deliver to Seller cashier's check or other immediate local funds in the amount set
forth in Section II of this Agreement.
d) Closing Costs.
Seller shall pay the following costs and expenses in connection with the Closing:
(i) Documentary stamps which are required to be affixed to the Warranty Deed;
Purchaser shall pay the following costs and expenses in connection with the closing:
(i) The intangible tax required by law on the mortgage.
(ii) All recording costs, including recording of the deed, mortgage, and any documents required in
connection with the title insurance commitment.
(iii) The premium payable for the title commitment and title policy issued pursuant thereto.
(iv) Survey work.
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e) Proration of Taxes. Taxes for the year of the Closing shall be prorated to the date of Closing. If
the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of
taxes shall be upon the basis of the tax rate of the preceding year applied to the latest assessed
valuation.
V. PROVISIONS WITH RESPECT TO DEFAULT.
a) Default by Purchaser. If Purchaser fails to perform this Agreement, the deposit this day paid by
Purchaser as aforesaid shall be retained by or for the account of Seller as consideration for the
execution of this Agreement. In such event the parties agree that said sum shall constitute
liquidated damages since both Purchaser and Seller agree that actual damages for default or
breach of contract could not readily be ascertained at the date of execution of this Agreement.
b) Default by Seller. If Seller fails to perform this Agreement, the aforesaid deposit shall be
returned to Purchaser and this shall be the sole remedy of Purchaser under this Agreement.
VI. OTHER CONTRACTUAL PROVISIONS.
a) Notices. Any notice to be given or to be served upon any party hereto, in connection with this
Agreement, must be in writing, and may be given by certified mail and shall be deemed to have
been given and received when a certified letter containing such notice, properly addressed, with
postage prepaid, is deposited in the United States Mail; and if given otherwise than by certified
mail, it shall be deemed to have been given when delivered to and received by the party to whom
it is addressed. Such notices shall be given to the parties hereto at the addresses stated above.
Any party hereto may, at any time by giving five (5) days' written notice to the other party hereto,
designate any other address in substitution of the foregoing address to which such notice shall be
given and other parties to whom copies of all notices hereunder shall be sent.
b) Assignability. The Purchaser is prohibited from assigning all or any part of this Agreement.
c) Entire Agreement; Modification. This Agreement embodies and constitutes the entire
understanding between the parties with respect to the transaction contemplated herein. All prior
or contemporaneous agreements, understandings, representations, and statements, oral or
written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be
waived, modified, amended, discharged, or terminated except by an instrument in writing signed
by the party against which the enforcement of such waiver, modification, amendment, discharge
or termination is sought, and then only to the extent set forth in such instrument.
d) Applicable Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of _______(22)________.
e) Headings. Descriptive headings are for convenience and shall not control or affect the meaning
or construction of any provision of this Agreement.
f) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their successors and assigns.
g) Counterparts. This Agreement may be executed in several counterparts, each constituting a
duplicate original, but all such counterparts constituting one and the same Agreement.
h) Interpretation. Whenever the context hereof shall require, the singular shall include the plural,
the male gender shall include the female gender and the neuter, and vice versa.
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i) Severability. In case any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
j) Section 1031 Exchange. Upon request by Seller, Purchaser shall cooperate with Seller in order
to effectuate the goal of Seller to have this transaction qualify for a tax deferred treatment under
Section 1031 of the Internal Revenue Code of 1986, as amended, provided that Purchaser is put
to no additional expense, in this regard, and that the closing is not materially delayed. Formal
provisions detailing the exchange shall be entered into by the parties and made a part of the final
contract of exchange, no later than as such time as Purchaser shall acknowledge satisfaction of
the contingencies to its obligation to close this transaction.
k) Time for Acceptance & Effective Date. If this offer is not executed by both parties hereto on or
before ____(23)_______, the aforementioned deposits shall be returned to Purchaser, and this
offer shall thereafter be null and void. The date of the Agreement ("Effective Date") shall be the
date when the last one of the Seller and Purchaser has signed this offer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Witnesses: "Purchaser"
__________(24)___________ _____________(25)______________
__________(24)___________ Date: _______(26)______________
__________(24)___________ _____________(27)______________
__________(24)___________ Date: _______(26)______________
"Seller"
__________(24)___________ _____________(28)______________
__________(24)___________ Date: _______(26)______________
__________(24)___________ _____________(29)______________
__________(24)___________ Date: _______(26)______________
"Escrow Agent"
__________(24)___________ _____________(30)______________
__________(24)___________ Date: _______(26)______________
Agreement with Accountant
TOP
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."
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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"
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Letter of Appreciation to Employee
TOP
Dear
Your enthusiasm and your ability to motivate your employees
has resulted in a significant increase in productivity and
profitability.
If we had an award to give, you would be the prime candidate.
Please accept my sincerest appreciation for the fine job you
are doing in our sales department.
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Shareholders Agreement
TOP
THIS AGREEMENT made this _(1)_ day of _____(2)______, 19_(3), by and between
_______(4)________, hereinafter "Shareholders" of ________(5)___________, hereinafter
"Corporation".
W I T N E S S E T H:
WHEREAS, the parties believe it is in their best interest to unanimously agree to terms below
related to the operation, management and control of the Corporation in order to achieve
harmonious balance and direction.
NOW THEREFORE, the parties agree to the following:
1. The Shareholders agree to maintain "S" status of the Corporation for federal tax purposes
throughout a period of five (5) years from the date hereof unless seventy-five percent (75%) of
outstanding stock of the Corporation is voted in such a manner as to consent to the revocation of
such status.
2. The parties hereto agree to execute a Buy-Sell Agreement between and mutually acceptable
by the parties.
3. For a period of five (5) years from the date of this Agreement, the Shareholders as Directors
shall, unless one is either no longer a Shareholder, or unable or unwilling to perform, vote for the
following officers:
____________(6)____________ President
____________(7)____________ Vice President/Treasurer
____________(8)____________ Secretary
4. Restrictive Endorsements shall be set forth on all the stock certificates for the Corporation
which shall set forth that such stock is subject to the Buy-Sell Agreement terms as well as to the
voting restrictions contained herein.
5. The Corporation shall do its banking business at ________(9)________ or at such bank or
banks as determined in the sole discretion of the Directors. The signature of any one officer of the
Corporation shall be sufficient for checks or drafts up to the amount of One Thousand Dollars
($1,000.00). The joint signature of either ______(10)______ or _______(11)_____ as one party,
and _______(12)________ as the other party will be necessary for any check over the amount of
One Thousand Dollars ($1,000.00).
6. The Shareholders consent that upon the occurrence of a situation whereby the operating
capital of the Corporation is not sufficient to meet operating expenses and upon a majority vote
by the Shareholders each Shareholder shall make the required contribution as to such total
request within thirty (30) days of request of a Shareholder in the proportion of their stock
ownership interest in the Corporation. Failure to make such contribution within said thirty (30)
days will result in the then remaining Shareholders having the right to purchase the prorata share
of the stock held by the Shareholder who has failed to make his capital contribution by purchasing
the capital contribution together with interest at prime (as determined by Chase Manhattan Bank)
plus one percent (1%).
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7. The parties hereto agree that the Corporation shall lease certain real property for its corporate
purposes.
8. The Corporation shall utilize the accrual method of accounting with a year ending in December
of any given year.
9. Corporate books shall be kept in the offices of the Corporation unless the Shareholders agree
otherwise. The books are to be maintained under generally accepted accounting standards with
sufficient controls and audit trail necessary for easy outside review. A monthly financial operating
statement shall be sent to each Shareholder not later than seven (7) working days after the last
day of the previous month. Such financial report shall include current month and year to date
results of operation and balance sheet information. Furthermore, at the request of any
Shareholder, the parties agree to an annual financial review for a previous year of business. Any
such annual review shall be performed by someone other than the CPA who is utilized for day to
day operations by the Corporation.
10. For transactions involving up to and including the amount of One Thousand Dollars
($1,000.00), any officer of the Corporation is authorized to enter into in the future any and all
contracts and leases for the improvements, purchase, maintenance, sale, lease or other
disposition of corporate property in the form customary for such agreements. Furthermore, to the
extent of the above stated limit an officer may borrow money on behalf of the Corporation at
commercially reasonable terms. Any transaction of whatever kind, over and above the amount of
One Thousand Dollars ($1,000.00) shall be agreed to in writing prior to the binding the
Corporation to the same by Shareholders holding a minimum of seventy-five percent (75%) of the
outstanding shares of the Corporation. Furthermore, each Director must sign each agreement,
lease, contract or other document in which any corporate obligation is created to signify their
consent to approving the same.
11. The Shareholders hereof shall be respectively entitled to reimbursement from the Corporation
for all personal out-of-pocket direct costs, including on-site costs incurred by them in furthermore
of the Corporation's business. Such Shareholders shall furnish written receipts relative to the
same upon request. It is expressly understood that no cost over and above One Thousand
Dollars ($1,000.00) shall be incurred without the written consent of the Shareholders holding a
minimum of seventy-five (75%) of the outstanding shares of the Corporation.
12. The parties hereto agree to execute any and all necessary documents required to carry out
the terms of this Agreement.
13. This Agreement shall be binding upon, and inure to the benefit of the parties thereto, their
legal representatives, successors and assigns. However, no assignment shall be made of the
rights hereunder without the prior written consent of the other parties.
14. This Agreement shall be governed by and construed in accordance with the laws of the State
of _____(13)_____.
15. This Agreement embodies and constitutes the entire understanding between the parties with
respect to the transactions contemplated herein. All prior or contemporaneous agreements,
understandings, representations, oral or written, are merged into this Agreement. Neither this
Agreement nor any provision hereof may be waived, modified, amended, discharged or
terminated except by an instrument in writing signed by the party against which the enforcement
of such waiver, modification, amendment, discharge or termination is sought and then only to the
extent set forth in such instrument.
16. In the event a party to this Agreement must employ an attorney to enforce the provisions
hereof or to secure performance by a defaulting party under the terms herein stated, the
prevailing party in litigation arising therefrom shall be entitled to an award of its reasonable
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attorney's fees both on trial and the appellate level incurred in enforcing this Agreement and/or
securing performance of the terms herein stated.
17. This Agreement shall have an initial term of five (5) years and shall be renewed for additional
five (5) year terms automatically and perpetually thereafter unless a Shareholder decides to
terminate the same within sixty (60) days of the end of a term, whereupon such Shareholder shall
be deemed to have offered his stock under the Buy-Sell Agreement described above as
amended. This Agreement shall terminate upon the earlier of the following:
a. Dissolution of the Corporation;
b. Mutual agreement of the parties hereto;
c. Bankruptcy of the Corporation or of any Shareholder.
18. All notices that the parties hereto may desire or be required to give hereunder shall be
deemed to have been properly given and shall be effective when and if sent by U.S. regular mail,
postage prepaid, U.S. certified mail and/or by personal delivery1 or by courier, addressed to the
following:
NAME ADDRESS
_________(14)_______________ ____________(15)______________
_________(16)_______________ ____________(17)______________
_________(18)_______________ ____________(19)______________
This Agreement has been entered into on the date set forth above.
___________(20)_______________ Shareholder
___________(21)_______________ Shareholder
___________(22)_______________ Shareholder
Acceptance, ratification and acknowledgment of the above terms:
___________(23)_______________ Director
___________(24)_______________ Director
___________(25)_______________ Director
ATTEST: ________(26)_________ Secretary
Agreement Between Owner and Construction Contractor
TOP
This agreement is hereby made and entered into this _(1)_ day of _______(2)_______, 19_(3)_,
by and between ________(4)________, of ________(5)________, hereafter called Owner, and
_________(6)__________, of _________(7)___________, hereafter called Contractor.
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The said parties, for the considerations hereinafter mentioned, hereby agree to the following:
1. The Contractor agrees to provide all of the material and labor required to perform the following
work for:
(Describe work to be Performed)
as shown by the drawing(s) and described in the specifications prepared by
________(8)______________ and provided by the Owner, which are identified by the signatures
of the parties to this agreement and which form a part of this agreement.
2. The Owner hereby agrees to pay the Contractor, for the aforesaid materials and labor, the sum
of $_________(9)___________, in the following manner:
(Describe Method and Timing of Payment)
3. The Contractor agrees that the various portions of the above-described work shall be
completed on or before the following dates:
(Insert Dates)
and the entire above-described work shall be completed no later than the _(10)_ day of
______(11)________, 19_(12)_.
4. The Contractor agrees to provide and pay for all materials, tools and equipment required for
the prosecution and timely completion of the work. Unless otherwise specified, all materials shall
be new and of good quality.
5. In the prosecution of the work, the Contractor shall employ a sufficient number of workers
skilled in their trades to suitably perform the work.
6. All changes and deviations in the work ordered by the Owner must be in writing, the contract
sum being increased or decreased accordingly by the Contractor. Any claims for increases in the
cost of the work must be presented by the Contractor to the Owner in writing, and written
approval of the Owner shall be obtained by the Contractor before proceeding with the ordered
change or revision.
7. The Owner, Owner's representative and public authorities shall at all times have access to the
work.
8. The Contractor agrees to re-execute any work which does not conform to the drawings and
specifications, warrants the work performed, and agrees to remedy any defects resulting, from
faulty materials or workmanship which shall become evident during a period of one year after
completion of the work.
9. The Owner agrees to maintain full insurance on the above-described work during the progress
of the work, in his own name and that of the Contractor.
10. In the event the Contractor is delayed in the prosecution of the work by acts of God, fire, flood
or any other unavoidable casualties; or by labor strikes, late delivery of materials; or by neglect of
the Owner; the time for completion of the work shall be extended for the same period as the delay
occasioned by any of the aforementioned causes.
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11. In the event the work is delayed due to neglect of the Contractor, the Contractor agrees to
pay the Owner the sum of $________(13)_________ per ___(14)____ as liquidated damages
until such time as the work is completed.
12. The Contractor agrees to obtain insurance to protect himself against claims for property
damage, bodily injury or death due to his performance of this agreement.
13. Neither the Owner nor Contractor shall have the right to assign any rights or interest occurring
under this agreement without the written consent of the other, nor shall the Contractor assign any
sums due, or to become due, to him under the provisions of this agreement.
14. This agreement shall be interpreted under laws of the State of ________(15)_______.
15. Attorney's fees and court costs shall be paid by the defendant in the event that judgment must
be, and is, obtained to enforce this agreement or any breach thereof.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and year written
above.
__________(16)________________ ____________(17)_________________
__________(16)________________ ____________(18)_________________
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Rent Receipt Business Form
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Date: ________(1)_________
TO: (Insert Name and Address of Tenant)
Received from ________(2)_________ the sum of $___(3)____, which is rent for the period of
________(4)__________ for the premises described above.
LANDLORD
____________(5)________________
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Subscription Agreement
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I, _________(1)_________, do hereby subscribe to purchase __(2)__ shares of Stock of
___________(3)___________, a ___(4)___ corporation (the "Company"), Par Value of which is
$___(5)___, and for which I agree to pay $___(6)___ per share, for a total purchase price of
$___(7)____.
I agree that my failure to pay any installments as may be required in a promissory note
accompanying this subscription agreement is a default of my obligation hereunder, and if those
installments are not timely paid, (i) the Company may immediately terminate this Agreement; (ii)
my right, title and interest in all the stock purchased hereby shall be null and void; (iii) the
Company may cancel all shares of stock then held by me; (iv) I shall forfeit any monies which
have been paid to the Company hereunder; and (v) I shall be deemed to have waived any and all
claims or cause(s) of action which I may have against the Company.
DATED: ________(8)___________
______________(9)______________
Sworn to and subscribed before me this _(10)_ day of________(11)_______, 19_(12)_.
(SEAL)
_____________(13)______________ Notary Public
My Commission Expires:
_________(14)____________
ACCEPTED by and for the Corporation:
_____________(15)______________ President
DATED: _________(16)___________
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SECURITY AGREEMENT
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Date: _
BE IT ACKNOWLEDGED that:
___________________________________________
Name
___________________________________________
Address
___________________________________________
(Debtor) grants to _, and its successors and assigns (Secured
Party) a security interest in the following property
(collateral) as herein described:
_
This security interest is granted to secure payment and
performance on the following obligations owed Secured Party
from Debtor: (Describe obligation)
_
Debtor hereby acknowledges to Secured Party, each of the
following:
1. The collateral shall also include any after acquired
property of a like nature and description and all
appurtenances, proceeds or products thereto.
2. The collateral shall be kept at the Debtor's above
address, and adequately insured at the request
of Secured Party.
3. The Debtor owns the collateral and it is free from any
other lien, encumbrance and security interest and the
Debtor has full authority to grant this security
interest.
4. Debtor agrees to execute such financing statements as
are reasonably required by Secured Party.
5. Upon default in payment or performance of any
obligation for which this security interest is
granted, or breach of any provision of this agreement,
then in such instance secured party may declare all
obligations immediately due and payable and shall have
all remedies of a secured party under the Uniform
Commercial Code.
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Signed in duplicate:
________________________________
Debtor
_________________________________
Secured Party
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Equipment Maintenance Agreement
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( Name of Company ) agrees to provide maintenance service
including up to two maintenance calls annually and interim
calls as required at the installation address specified
above on the equipment listed. All charges specified are
those currently in effect and are subject to change only at
the time of subsequent annual renewal. If the charges are
increased, the customer may, as of the effective date of
such increase, terminate this Agreement by written notice
to ( Name of Company ). Otherwise, the new charges shall
become effective upon the date specified in the renewal
invoice. This Agreement is limited to equipment regularly
operated during a single eight hour shift per day, and all
( Name of Company ) calls hereunder are restricted to the
normal working hours of ( Name of Company ). To cover
increased maintenance costs, if any piece of equipment is
regularly operated during more than one eight hour shift
per day, an increase in Annual Rate will apply as follows:
Two Shifts 50% Three Shifts 100%.
All service commenced outside of ( Name of Company )'s
normal working hours will be charged at published rates
for service time and expense only.
The following services are included:
(fill in services here)
Optimum performance of the equipment covered by this
Agreement can be expected only if supplies provided by,
or meeting the specifications of ( Name of Company )
are used. ( Name of Company ) shall have full and free
access to the equipment to provide service thereon. If
persons other than ( Name of Company )'s representatives
perform maintenance or repairs, and as a result further
work is required by ( Name of Company ) to restore the
equipment to operating condition, such repairs will be
billed at ( Name of Company )'s published time and
material rates then in effect.
For service as specified above on the equipment listed,
the undersigned agrees to pay in advance the total annual
charge specified below to ( Name of Company ), in
accordance with the terms specified on the face of the
invoice.
Continuation of 5060
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There shall be added to the charges provided for in this
Agreement amounts equal to any taxes, however designated,
levied or based on such charges or on this Agreement, or
on the services rendered or parts supplied pursuant hereto,
including State and Local privilege or excise taxes based
on gross revenue, and any taxes or amounts in lieu thereof
paid or payable by ( Name of Company ) in respect of the
foregoing, exclusive, however, of taxes based on net income.
The undersigned represents that he is the Owner of the
equipment, or that he has the Owner's authority to enter
into this agreement.
This Agreement is subject to acceptance by ( Name of Company )
, at its Home Office. It takes effect on the
date written above and continues in effect for one year
and will remain in force thereafter, with automatic annual
renewal at then prevailing rates, until cancelled in writing
by either party. If cancelled, the unearned portion of any
advance payment will be credited to the customer.
Date ______________ ______________________
By ______________________
Date ______________ ______________________
By ______________________
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Equipment Leasing Agreement
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( Name of Company ) agrees to furnish and Customer agrees to hire the
services of ______________________________________________
______________("Equipment"), to be installed at the
address (s) indicated below, subject solely to the terms
and conditions of the existing ( Name of Company )Contract Pricing
Agreement between________________________________________
and ( Name of Company ) .
Monthly Annual Two Year Contract No:
Customer and Billing Address Installation Address
____________________________ ________________________
____________________________ ________________________
____________________________ ________________________
____________________________ ________________________
Customer acknowledges the responsibilities of providing
suitable electrical service and the payment of charges for
the placement, removal, and any rigging expense for the
equipment and accessories ordered herein.
Earliest Customer Acceptance Date_____________
Equipment Purchase Order Required Yes, if yes complete below:
Equipment Purchase Order No:_____________From_______To_________
CCP Special Reference Number_______________________
Customer Authorizes Initial Supplies: Yes: No
Supply Purchase Order No:__________Supply Agreement No:________
Supply Purchase Order: Not necessary Attached To Follow
Acceptance of this agreement is contingent upon review and
approval of ( Name of Company ) Credit Department.
This Agreement shall terminate in the event that Customer
makes an assignment for the benefit of creditors, or a
voluntary or involuntary petition is filed by or against
the Customer under any law having for its purpose the
adjudication of Customer as bankrupt or the reorganization
of Customer or may be cancelled by ( Name of Company ) without notice
should Customer default in the payment of any money due
hereunder.
____________________
Customer's Signature
By:_________________
Title_______________
___________________
( Name of Company )
By________________Date_____
Title_________Branch_______
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Consignment Agreement
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This agreement is made on (date) between (name of
shop) , herein referred to as "Seller", and
(individual)
Whereas (individual) wishes to sell (description of
item(s)) by consigning said item(s) to (name of shop)
for sale, it is understood:
That Seller agrees to display item(s) in a prominent place
in his establishment.
That Seller will make every attempt to obtain the best
possible price for the consigned merchandise and will accept
no less than $ as purchase price.
That for his efforts Seller is entitled to retain (percent)
of the purchase price.
That should a sale be effectuated, Seller shall forward a
check for the amount of the full purchase price less the
aforementioned (percent) to Consignee within 10 days
of the receipt of same.
That Seller represents that he maintains insurance for theft
and damage, and that the consigned merchandise will be covered
by said insurance while it is in his possession.
That Consignee agrees to leave the merchandise with Seller
for a minimum of (time)
That should the merchandise remain unsold at the end of the
consignment period and an election be made by the Consignee
to remove said merchandise, any costs incurred by the delivery
of same to Consignee shall be borne by Consignee.
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Special Power of Attorney
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The Special Power of Attorney document is a legal form used to describe the extent of authority
you are giving to your attorney to exercise any and all of the rights and powers herein granted
which will commence on a certain date.
I, ___________(1)___________, of __________(2)_________, hereby appoint
______________(3)________________ of ___________(4)_______________, as my attorney in
fact to act in my capacity to do any and all of the following:
(DESCRIBE THE EXTENT OF AUTHORITY YOU ARE GIVING TO YOUR ATTORNEY-INFACT)
The rights, powers, and authority of my attorney in fact to exercise any and all of the rights and
powers herein granted shall commence and be in full force and effect on
____________(5)_______, 19__(6)_, and shall remain in full force and effect until
___________(7)_______________ or unless specifically extended or rescinded earlier by either
party.
Dated ___________(8)______________, 19__(9)_.
____________(10)______________
STATE OF _______(11)____________
COUNTY OF ______(12)____________
BEFORE ME, the undersigned authority, on this _(13)_ day of _______(14)________, 19_(15)_,
personally appeared ___________(16)___________ to me well known to be the person
described in and who signed the Foregoing, and acknowledged to me that he executed the same
freely and voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
_________(17)___________________ NOTARY PUBLIC
My Commission Expires:__(18)____
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Property Management Agreement Business Form
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Use a Property Management Agreement business form for real estate landlord or building Owner
to employ the services of the Manager to manage, operate, control, rent and lease the defined
property.
This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_,
between _________(4)____________, of ________________(5)__________________,
hereinafter called "Owner", and __________(6)__________, of
______________(7)________________, hereinafter called "Manager".
Owner hereby employs the services of the Manager to manage, operate, control, rent and lease
the following property:
(Insert Description of Property)
Responsibilities of Manager
The Owner hereby appoints Manager as his lawful agent and attorney-in-fact with full authority to
do any and all lawful things necessary for the fulfillment of this Agreement, including the following:
1. To collect all rents due and as they become due, giving receipts therefore; to render to the
Owner a monthly accounting of rents received and expenses paid out; and to remit to the Owner
all income, less any sums paid out.
2. To make or cause to be made all decorating, maintenance, alterations and repairs to said
property and to hire and supervise all employees and other labor for the accomplishment of
same.
3. To advertise the property and display signs thereon; to rent and lease the property; to sign,
renew and cancel rental agreements and leases for the property or any part thereof; to sue and
recover for rent and for loss of or damage to any part of the property and/or furnishings thereof;
and, when expedient, to compromise, settle and release any such legal proceedings or lawsuits.
Liability of Manager
Owner hereby agrees to hold Manager harmless from any and all claims, charges, debts,
demands and lawsuits, including attorney's fees related to his management of the hereindescribed property, and from any liability for injury on or about the property which may be
suffered by any employee, tenant or guest upon the property.
Compensation of Manager
Owner agrees to compensate Manager as follows:
Term of Agreement
The term of this Agreement shall commence on the _(8)_ day of ______(9)_______, 19_(10)_,
and end on the _(11)_ day of _____(12)_______, 19_(13)_.
Upon expiration of the above initial term, this Agreement shall automatically be renewed and
extended for a like period of time unless terminated in writing by either party 30 days prior to the
date for such renewal.
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This Agreement may also be terminated by mutual agreement of the parties at any time upon
payment to Manager of all fees, commissions and expenses due Manager under terms of this
Agreement.
Extent of Agreement
This document represents the entire Agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement on the date first
above written.
_____________(14)______________
_____________(15)______________
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Lease Agreement For Furnished House
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This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_,
between _________(4)____________, of ________________(5)__________________,
hereinafter referred to as "Landlord" and ________(6)_______, of
___________(7)_____________, hereinafter referred to as "Tenant".
WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the
premises generally described as ________(8)___________, it is herein agreed as follows:
1. Landlord hereby leases to Tenant, the furnished premises described above for a term of
__(9)__ beginning ______(10)________ and ending _______(11)_______, at a monthly rate of
$____(12)____.
2. The described premises are leased furnished, to include all furnishes enumerated on the List of
Furnishings, which is a part of this lease, signed by both parties and dated.
3. Tenant agrees to pay the rent herein provided subject to the terms and conditions set forth
herein.
4. Rent shall be payable in equal monthly installments on the _(13)_ day of each month, to the
address of Landlord as stated above or at such other address as Landlord may, from time to time,
require.
5. Tenant shall pay for all electricity, water, fuel oil and gas during the term of this lease and any
extension or renewal thereof.
6. Landlord covenants that the leased premises are, to the best of his knowledge, clean, safe,
sound and healthful and that there exists no violation of any applicable housing code, law or
regulation of which he is aware.
7. Tenant agrees to comply with all sanitary laws, ordinances and rules affecting the cleanliness,
occupancy and preservation of the premises during the term of this lease.
8. Tenant shall use the leased premises exclusively for a private residence for occupancy by no
more than _(14)_ persons, unless otherwise specified herein, and Tenant shall not make any
alterations to the house, outbuildings or grounds without written consent of Landlord.
9. Tenant shall keep the premises in good order and repair and shall advise Landlord or
Landlord's agent of any needed repairs or maintenance reasonably expected to cost $__(15)_ or
more.
10. Tenant agrees to take good care of the furniture, carpets, draperies, appliances and other
household goods, and the personal effects of Landlord, and further agrees that he will deliver up
same to Landlord in good condition at the end of the term of this lease, normal wear and tear
expected.
11. Tenant shall repair or replace, at Tenant's expense, all loss or damage to any of the listed
furniture, carpets, draperies, appliances and other household goods, and personal effects of
Landlord, whenever such damage or loss shall have resulted from Tenant's misuse, waste or
neglect of said furnishings and personal effects of Landlord.
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12. Tenant shall cause to be made, at Tenant's expense, all required repairs to heating and airconditioning apparatus, electric and gas fixtures and plumbing work whenever such damage shall
have resulted from misuse, waste or neglect of Tenant, it being understood that Landlord is to
have same in good order and repair when giving possession.
13. Tenant shall not keep or have in or on the leased house, outbuildings or grounds any article
or thing of a dangerous, flammable or explosive nature that might be pronounced "hazardous" or
extra hazardous" by any responsible insurance company.
14. Tenant shall give prompt notice to Landlord or his agent of any dangerous, defective, unsafe
or emergency condition in or on the leased premises, said notice being by any suitable means.
Landlord or his agent shall repair and correct said conditions promptly upon receiving notice
thereof from Tenant.
15. Landlord covenants that the Tenant and Tenant's family shall have, hold and enjoy the leased
premises for the term of this lease, subject to the conditions set forth herein.
16. Tenant covenants that he shall not commit nor permit a nuisance in or upon the premises,
that he shall not maliciously or by reason of gross negligence damage the house, outbuildings or
grounds, and that he shall not engage, nor permit any member of his family to engage, in conduct
so as to interfere substantially with the comfort and safety of residents of adjacent buildings.
17. Tenant agrees to place a security deposit with Landlord in the amount of $_(16)_, to be used
by Landlord at the termination of this lease for the cost of replacing or repairing damage, if any, to
the house, outbuildings, grounds, furnishings or personal effects of Landlord resulting from the
intentional or negligent acts of Tenant.
18. Landlord agrees to return said security deposit to Tenant within ten days of the Tenant's
vacating the leased premises subject to the terms and conditions set forth herein.
19. Tenant shall, at reasonable times, give access to Landlord or his agents for any reasonable
and lawful purpose. Except in situations of compelling emergency, Landlord or his agents shall
give the Tenant at least 24 hours' notice of intention to seek access, the date and time at which
access will be sought, and the reason therefore.
20. In the event of default by Tenant, Tenant shall remain liable for all rent due or to become due
during the term of this lease. Landlord or his agents shall have the obligation to relet the premises
in the Landlord's name for the balance of the term, or longer, and will apply proceeds of such
reletting toward the reduction of Tenant's obligations enumerated herein.
21. Tenant shall permit Landlord or his agents to show the premises at reasonable hours, to
persons desiring to rent or purchase same, 30 days prior to the expiration of this lease, and will
permit the notice "To Let" or "For Sale" to be placed on said premises and remain thereon without
hindrance or molestation after said date.
22. In the event of any breach by the Tenant of any of Tenant's covenants or agreements herein,
Landlord or his agents may give Tenant five days' notice to cure said breach, setting forth in
writing which covenants or agreements have been breached. If any breach is not cured within
said five-day period, or reasonable steps to effectuate said cure are not commenced and
diligently pursued within said five-day period and thereafter until said breach has been cured,
Landlord or his agents may terminate this lease upon five days' additional notice to the Tenant,
with said notice being in lieu of a Notice to Quit, which Tenant hereby waives.
Said termination shall be ineffective if Tenant cures said breach or commences and diligently
pursues reasonable steps to effectuate such cure at any time prior to the expiration of said five-
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day termination. Upon terminating this lease as provided herein, Landlord or his agent may
commence proceedings against Tenant for his removal as provided for by law.
23. In the event of any breach by Landlord of any of Landlord's covenants or agreements herein,
Tenant may give Landlord ten days' notice to cure said breach, setting forth in writing the manner
in which said covenants and agreements have been breached. If said breach is not cured within
said ten-day period, or reasonable steps to effectuate said cure are not commenced and diligently
pursued within said ten-day period and thereafter until said breach has been cured, rent
hereunder shall be fully abated from the time at which said ten days' notice expired until such
time as Landlord has fully cured the breach set forth in the notice provided for in this paragraph.
24. In no case shall any abatement of rent hereunder be effected where the condition set forth in
the notice provided for herein was created by the intentional or negligent act of the Tenant, but
Landlord shall have the burden of proving that rent abatement may not be effected for the
foregoing reason.
25. Landlord agrees to deliver possession of the leased premises at the beginning of the term
provided for herein. In the event of Landlord's failure to deliver possession at the beginning of
said term, Tenant shall have the right to rescind this lease and recover any consideration paid
under terms of this Agreement.
26. Tenant agrees that this lease shall be subject to and subordinate to any mortgage or
mortgages now on said premises or which any owner of said premises may hereafter at any time
elect to place on said premises.
27. Unless otherwise provided for elsewhere in this lease, any notice required or authorized
herein shall be given in writing, one copy of said notice mailed via U.S. certified mail, return
receipt requested, and one copy of said notice mailed via U.S. first-class mail.
Notice to Tenant shall be mailed to him at the leased premises. Notice to Landlord shall be
mailed to him, or to the managing agent, at their respective addresses as set forth herein, or at
such new address as to which the Tenant has been duly notified.
28. This lease constitutes the entire agreement between the parties hereto. No changes shall be
made herein except by writing, signed by each party and dated. The failure to enforce any right or
remedy hereunder, and the payment and acceptance of rent hereunder, shall not be deemed a
waiver by either party of such right or remedy in the absence of a writing as provided for herein.
29. In the event legal action is required to enforce any provision of this Agreement, the prevailing
party shall be entitled to recovery reasonable attorney's fees and costs.
30. Landlord and Tenant agree that this lease, when filled out and signed, is a binding legal
obligation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
above written.
_____________(17)______________
_____________(18)______________
Option Agreement For Purchase Of Real Property
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THIS OPTION AGREEMENT ("Agreement") made and entered into this _(1)_ day of
____(2)_____, 19_(3)_, by and between _______(4)______, whose principal address is
_______(5)_________, hereinafter referred to as "Seller" and ________(6)_______, whose
principal address is _______(7)________, hereinafter referred to as "Purchaser":
W I T N E S S E T H:
WHEREAS, Seller is the fee simple owner of certain real property being, lying and situated in the
County of ___(8)____, State of ______(9)_______, such real property having the street address
of ___________(10)_____________ ("Premises") and such property being more particularly
described as follows:
(Insert Legal Description)
and,
WHEREAS, Purchaser desires to procure an option to purchase the Premises upon the terms
and provisions as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged by the parties hereto and for the mutual covenants contained herein, Seller
and Purchaser hereby agree as follows:
1. DEFINITIONS. For the purposes of this Agreement, the following terms shall have the following
meanings:
(a) "Execution Date" shall mean the day upon which the last party to this Agreement shall duly
execute this Agreement;
(b) "Option Fee" shall mean the total sum of a down payment of _(11)_ percent (___%) of the
total purchase price of the Premises plus all closing costs, payable as set forth below;
(c) "Option Term" shall mean that period of time commencing on the Execution Date and ending
on or before _______(12)_____, 19_(13)_;
(d) "Option Exercise Date" shall mean that date, within the Option Term, upon which the
Purchaser shall send its written notice to Seller exercising its Option to Purchase;
(e) "Closing Date" shall mean the last day of the closing term or such other date during the
closing term selected by Purchaser.
2. GRANT OF OPTION. For and in consideration of the Option Fee payable to Seller as set forth
herein, Seller does hereby grant to Purchaser the exclusive right and Option ("Option") to
purchase the premises upon the terms and conditions as set forth herein.
3. PAYMENT OF OPTION FEE. Purchaser agrees to pay the Seller a down payment of _(14)_
percent (____%) of the total purchase price of the Premises plus all closing costs upon the
Execution Date.
4. EXERCISE OF OPTION. Purchaser may exercise its exclusive right to purchase the Premises
pursuant to the Option, at any time during the Option Term, by giving written notice thereof to
Seller. As provided for above, the date of sending of said notice shall be the Option Exercise
Date. In the event the Purchaser does not exercise its exclusive right to purchase the Premises
granted by the Option during the Option Term, Seller shall be entitled to retain the Option Fee,
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and this agreement shall become absolutely null and void and neither party hereto shall have any
other liability, obligation or duty hereinunder or pursuant to this Agreement.
5. CONTRACT FOR PURCHASE & SALE OF REAL PROPERTY. In the event that the
Purchaser exercises its exclusive Option as provided for in the preceding paragraph, Seller
agrees to sell and Purchaser agrees to buy the Premises and both parties agree to execute a
contract for such purchase and sale of the Premises in accordance with the following terms and
conditions:
(a) Purchase Price. The purchase price for the Premises shall be the sum of ______(15)_______
($__________); however, Purchaser shall receive a credit toward such purchase price in the
amount of the Option Fee thus, Purchaser shall pay to Seller at closing the sum of
_______(16)_____ ($___________);
(b) Closing Date. The closing date shall be on _______(17)______, 19_(18)_ or at any other date
during the Option Term as may be selected by Purchaser;
(c) Closing Costs. Purchaser's and Seller's costs of closing the Contract shall be borne by
Purchase and shall be prepaid as a portion of the Option Fee;
(d) Default by Purchaser; Remedies of Seller. In the event Purchaser, after exercise of the
Option, fails to proceed with the closing of the purchase of the Premises pursuant to the terms
and provisions as contained herein and/or under the Contract, Seller shall be entitled to retain the
Option Fee as liquidated damages and shall have no further recourse against Purchaser;
(e) Default by Seller; Remedies of Purchaser. In the event Seller fails to close the sale of the
Premises pursuant to the terms and provisions of this Agreement and/or under the Contract,
Purchaser shall be entitled to either sue for specific performance of the real estate purchase and
sale contract or terminate such Contract and sue for money damages.
6. MISCELLANEOUS.
(a) Execution by Both Parties. This Agreement shall not become effective and binding until fully
executed by both Purchaser and Seller.
(b) Notice. All notices, demands and/or consents provided for in this Agreement shall be in writing
and shall be delivered to the parties hereto by hand or by United States Mail with postage prepaid. Such notices shall be deemed to have been served on the date mailed, postage pre-paid.
All such notices and communications shall be addressed to the Seller at
__________(19)_________ and to Purchaser at ________(20)________ or at such other
address as either may specify to the other in writing.
(c) Fee Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of ______(21)_____.
(d) Successors and Assigns. This Agreement shall apply to, inure to the benefit of and be binding
upon and enforceable against the parties hereto and their respective heirs, successors, and or
assigns, to the extent as if specified at length throughout this Agreement.
(e) Time. Time is of the essence of this Agreement.
(f) Headings. The headings inserted at the beginning of each paragraph and/or subparagraph are
for convenience of reference only and shall not limit or otherwise affect or be used in the
construction of any terms or provisions hereof.
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(g) Cost of this Agreement. Any cost and/or fees incurred by the Purchaser or Seller in executing
this Agreement shall be borne by the respective party incurring such cost and/or fee.
(h) Entire Agreement. This Agreement contains all of the terms, promises, covenants, conditions
and representations made or entered into by or between Seller and Purchaser and supersedes all
prior discussions and agreements whether written or oral between Seller and Purchaser with
respect to the Option and all other matters contained herein and constitutes the sole and entire
agreement between Seller and Purchaser with respect thereto. This Agreement may not be
modified or amended unless such amendment is set forth in writing and executed by both Seller
and Purchaser with the formalities hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under
proper authority:
As to Purchaser this _(22)_ day of ______(23)_____, 19_(24)_.
Witnesses: "Purchaser"
____________(25)_______________ ____________(26)______________
____________(25)_______________
As to Seller this _(27)_ day of ________(28)______, 19_(29)_.
Witnesses: "Seller" ___________(25)_______________ ____________(30)______________
___________(25)_______________
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Employment Information Form
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Date:_______________
Employer_________________________ Telephone:_________________
Address__________________________
City_____________________________
State____________________________
Zip______________________________
Nature of business______________________________________________
Position to be filled___________________________________________
Employee qualifications_________________________________________
Number of employees needed______________________________________
Wages or salary $________________ per __________________________
Employment is _____temporary ______permanent
Hours ________ to _______
Days ___________ to __________
Benefits________________________________________________________
We are an equal opportunity employer.
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Bylaws Shareholder Meeting
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Bylaws of
________(1)__________
Article I. Meeting
Section 1. Annual Meeting. The annual meeting of the Shareholders of this Corporation shall be
held on _____(2)_____ of each year or at such other time and place designated by the Board of
Directors of the Corporation. Business transacted at the annual meeting shall include the election
of Directors of the Corporation. If the designated day shall fall on a Sunday or legal holiday, then
the meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the Shareholders shall be held when directed
by the President or the Board of Directors, or when requested in writing by the holders of not less
than a majority of all the shares entitled to vote at the meeting. A meeting requested by
Shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after
request is made, unless the Shareholders requesting the meeting designate a later date. The call
for the meeting shall be issued by the Secretary, the President, a majority of Shareholders, the
Board of Directors, or such other person as designated by any of the same.
Section 3. Place. Meetings of Shareholders shall be held at the principal place of business of the
Corporation, the law office representing the Corporation or at such other place as may be
designated by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered
not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by
first class mail, by or at the direction of the President, the Secretary or the officer or persons
calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States mail, prepaid
and addressed to the Shareholder at his address as it appears on the stock transfer books of the
Corporation.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it
shall not be necessary to give any notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, any business may be transacted that might have been transacted on the
original date of the meeting. However, if after the adjournment the Board of Directors fixes a new
record date for the adjournment meeting, a notice of the adjourned meeting shall be given as
provided in this Article to each Shareholder of record.
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If a quorum is
present, the affirmative vote of a majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the Shareholders, unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of Shareholders.
Section 8. Proxies. A Shareholder may vote either in person or by proxy executed in writing by
the Shareholder or his duly authorized attorney-in-fact. No proxy shall be valid eleven (11)
months from the date thereof unless otherwise provided in the proxy.
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Section 9. Action by Shareholders Without a Meeting. Any action required by law, these Bylaws,
or the Articles of Incorporation of the Corporation to be taken at any annual or special meeting of
Shareholders, or any action which may be taken at any annual or special meeting of
Shareholders, may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were present and voted,
as is provided by law.
ARTICLE II. DIRECTORS
Section 1. Function. The Board of Directors shall exercise its power and authority to manage the
business and affairs of the Corporation.
Section 2. Qualification. Directors need not be residents of this state and Shareholders of this
Corporation.
Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of
Directors.
Section 4. Presumption of Assent. A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless he votes against such action or abstains from voting in
respect thereto because of an asserted conflict of interest.
Section 5. Number. This Corporation shall have __(3)__ Director(s).
Section 6. Election and Term. Each person named in the Articles of Incorporation as a member of
the initial Board of Directors shall hold office until the First Annual Meeting of Shareholders, and
until his successor shall have been elected and qualified or until his earlier resignation, removal
from office or death.
At the First Annual Meeting of Shareholders and at each annual meeting thereafter, the
Shareholders shall elect Directors to hold office until the next succeeding annual meeting. Each
Director shall hold office for a term for which he is elected and until his successor shall have been
elected and qualified or until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of Directors, may be filled by the affirmative vote
of a majority of the remaining Directors though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall hold office only until the next election of Directors by the
Shareholders.
Section 8. Removal of Directors. At a meeting of Shareholders called expressly for that purpose,
any Director or the entire Board of Directors may be removed, with or without cause, by a vote of
the holders of a majority of the shares then entitled to vote at an election of Directors.
Section 9. Quorum and Voting. A majority of the number of Directors fixed by these Bylaws shall
constitute a quorum for the transaction of business. The act of voting by the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members and executive
committee and one or more other committees each of which, to the extent provided in such
resolution shall have and may exercise all the authority of the Board of Directors, except as is
provided by law.
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Section 11. Place of Meeting. Regular and special meetings of the Board of Directors shall be
held at the principal office of the Corporation.
Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall
be held without notice on _______(5)_______ of each year. Written notice of the time and place
of special meetings of the Board of Directors shall be given to each Director by either personal
delivery, telegram or cablegram at least three (3) days before the meeting or by notice mailed to
the Director at least three (3) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any Director who signs a
Waiver of Notice either before or after a meeting. Attendance of a Director at a meeting shall
constitute a Waiver of Notice of such meeting and waiver of any and all objections to the place of
the meeting, the time of the meeting, or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting, any objections to the transaction
of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the Notice or Waiver of Notice of such meeting.
A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of
the Board of Directors to another time and place. Notice of any such adjourned meeting shall be
given to the Directors who were not present at the time of the adjournment and, unless the time
and place of the adjourned meeting are announced at the time of the adjournment, to the other
Directors.
Meetings of the Board of Directors may be called by the Chairman of the Board, by the President
of the Corporation, or by any two Directors.
Members of the Board of Directors may participate in a meeting of such Board by means of a
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a meeting of the Board
of Directors, or any action which may be taken at a meeting of the Board of Directors or a
committee thereof, may be taken without a meeting if a consent in writing, setting forth the action
so to be taken, signed by all the Directors, or all the members of the committee, as the case may
be, is filed in the Minutes of the proceedings of the Board or of the committee. Such consent shall
have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The Officers of this Corporation shall consist of a President, Vice President,
Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other
Officers and assistant Officers and Agents as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices may be held by the
same person.
Section 2. Duties. The Officers of this Corporation shall have the following duties: (1) The
President shall be the chief executive officer of the Corporation, shall have the general and active
management of the business and affairs of the Corporation subject to the directions of the Board
of Directors, and shall preside at all meetings of the Shareholders and Board of Directors.
(2) The Vice President(s), in the order designated by the Board of Directors, or lacking such a
designation by the President, shall, in the absence of the President, perform the duties and
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exercise the powers of the President and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
(3) The Secretary shall have custody of and maintain all of the corporate records except the
financial records and shall, as requested, record the minutes of all meetings of the Shareholders
and Board of Directors, send all notices of all meetings and perform such other duties as may be
prescribed by the Board of Directors or the President.
(4) The Treasurer shall have the custody of all corporate funds and financial records, shall keep
full and accurate accounts of receipts and disbursements and render accounts thereof at the
annual meetings of Shareholders, and whenever else required by the Board of Directors or the
President, and shall perform such other duties as may be prescribed by the Board of Directors or
the President.
Section 3. Removal of Officers. An officer or agent elected or appointed by the Board of Directors
may be removed by the Board whenever, in its judgment, the best interests of the Corporation will
be served thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be entitled to have a
Certificate representing all shares to which he is entitled. No Certificate shall be issued for any
share until such share is fully paid.
Section 2. Form. Certificates representing shares in this Corporation shall be signed by the
President and the Secretary or an Assistant Secretary and may be sealed with the Seal of this
Corporation or a facsimile thereof.
Section 3. Transfer of Stock. The Corporation shall register a Stock Certificate presented to it for
transfer if the Certificate is properly endorsed by the holder of record or by his duly authorized
attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall claim to have lost or
destroyed a Certificate of shares issued, upon the making of an affidavit of the fact by the person
claiming the Certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board
of Directors, upon the deposit of a bond or other indemnity in such amount and with such
sureties, if any, as the Board may reasonably require, the Board of Directors may direct a new
Certificate or Certificates to be issued in place of any Certificate or Certificates theretofore issued
by the Corporation.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its Shareholders, Board of
Directors and committees of Directors.
This Corporation shall keep at its registered office or principal place of business, a record of its
Shareholders, giving the names and addresses of all Shareholders and the number of shares
held by each.
Any books, records and minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time.
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Section 2. Shareholders' Inspection Rights. Any person who shall have been a holder of record of
shares, or of voting trust certificates therefor, at least six (6) months immediately preceding his
demand, or the holder of record of voting trust certificates for at least five percent (5%) of the
outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall
have the right to examine, in person or by agent or attorney, at any reasonable time or times, for
any proper purpose, its relevant books and records of accounts, minutes and records of
shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after the close of each fiscal year,
this Corporation shall prepare a balance sheet showing in reasonable detail the financial
condition of the Corporation as of the close of its fiscal year, and a Profit and Loss Statement
showing the results of the operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of voting trust certificates for shares of the
Corporation, the Corporation shall mail to each Shareholder, or holder of voting trust certificates,
a copy of the most recent Balance Sheet and Profit and Loss Statement.
Balance Sheets and Profit and Loss Statements shall be kept in the registered office of the
Corporation in this state for at least five (5) years, and shall be subject to inspection during
business hours by any Shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this Corporation may, from time to time, declare, and the Corporation
may pay, dividends on its shares in cash, property or its own shares, except when the
Corporation is insolvent or when the payment thereof would render the Corporation insolvent,
subject to the provisions of Florida Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in circular form.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a
majority of the members of the Board of Directors making such resolution; and, thereafter,
submitting the said altered, amended, repealed and new Bylaws to a specially called
Shareholders meeting, at which meeting a majority of the Shareholders entitled to vote,
represented in person or by proxy, shall have approved or disapproved.
The foregoing Bylaws were adopted by a majority of the Shareholders of the Corporation at its
principal Shareholders meeting held on _____________________.
_____________(8)______________
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Sale of Motor Vehicle
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For value received, the undersigned seller, ____________(1)___________, sells and transfers to
____________(2)___________, buyer, the vehicle described therein.
Seller warrants that:
(1) seller is the sole owner of the vehicle;
(2) such vehicle is free of all encumbrances, security interests, and other defenses against seller;
(3) the cash price does not exceed a reasonable retail price at the time of sale;
(4) the vehicle has been delivered to and accepted by buyer;
(5) buyer was of legal age and legally competent to execute the contract on the date thereof;
(6) all disclosures to buyer and other matters in connection with such transaction, are in all
respects as required by, and in accordance with, all applicable laws and regulations governing
them.
Dated: ____________(3)______________
__________(4)_____________ Seller
___________(5)____________ Buyer
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Contract For Purchase and Sale
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PARTIES: ____________________(1)_____________________________, as "Seller", of
______________(2)_________________, Phone: ______________(3)_________________ and
______________(4)___________________ as "Buyer" of
_______________(5)_______________, Phone: _______(6)__________, hereby agree that the
Seller shall sell and Buyer shall buy the
I. DESCRIPTION:
a) Legal description of real estate ("Property") located in _______(7)________ County,
_______(8)_________:
b) Street address, if any, of the Property being conveyed is:
c) Personal property including all buildings and improvements on the property and all right, title
and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and:
II. PURCHASE PRICE $_______(9)______
PAYMENT:
a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in the
amount of $______(11)______ and promissory note to be held in same escrow as additional
earnest Buyer's default in the amount of $______(12)______
b) Subject to assumption of Mortgage in favor or ________(13)__________ bearing interest at
___(14)____% per annum and payable as to principal and interest $_____(15)______ per month,
having an approximate present principal balance of $______(16)______
c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set forth herein
below, in the principal amount of $______(18)______
d) Other: ________(19)______________________________ $______(20)______
e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments and
prorations $______(21)______
TOTAL $______(22)______
f) All funds held in escrow shall be placed in an interest bearing account at the direction of Buyer,
with interest accruing to the benefit of Buyer and either applied toward the purchase price at
closing or returned to Buyer in the event and for any reason the transaction does not close.
III. FINANCING: If the purchase price or any part thereof is to be financed by a third party loan,
this Contract for Sale and Purchase ("Contract"), is conditioned upon the Buyer obtaining a firm
commitment for said loan within ___(23)__ days from the date hereof, at an interest rate not to
exceed _(24)_ percent (____%); of __(25)__ years; and in the principal amount of
$_______(26)_______. Buyer agrees to make application for, and to use reasonable diligence to
obtain said loan. Should Buyer fail to obtain same or to waive Buyer's rights hereunder within said
time, Buyer may cancel Contract.
IV. TITLE EVIDENCE: Within twenty (20) days from the date of Contract, Seller shall, at his
expense, deliver to Buyer or his attorney, in accordance with Paragraph XI, a title insurance
commitment with fee owner's title policy premium to be paid by Seller at closing.
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V. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer is not executed by both of the
parties hereto on or before ____(27)_____, the aforesaid deposit(s) shall be, at the option of the
Buyer, returned to him and this offer shall thereafter be null and void. The date of Contract
("Effective Date") shall be the date when the last one of the Seller and Buyer has signed this
offer.
VI. CLOSING DATE: This transaction shall be closed and the deed and other closing papers
delivered on the __(28)__ day of _____(29)______, 19_(30)_, unless extended by other
provisions of Contract, or by written agreement of the Parties.
VII. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject only to:
Zoning, restrictions, prohibitions and other requirements imposed by governmental authority;
Restrictions and matters appearing on the plat or otherwise common to the subdivision; Public
utility easements of record; Taxes for year of closing and subsequent years, assumed mortgages
and purchase money mortgages, if any; other: ______(31)_____________________________
provided, however, that none of the foregoing shall prevent use of the property for the purpose of
________(32)__________.
VIII. OCCUPANCY: Seller represents that there are no parties in occupancy other than Seller, but
if Property is intended to be rented or occupied beyond closing, the fact and terms thereof shall
be stated herein, and the tenant(s) shall be disclosed pursuant to Paragraph XVII. Seller agrees
to deliver occupancy of Property at time of closing unless otherwise specified below.
IX. ASSIGNABILITY: Buyer may assign this Contract.
X. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions
inserted herein or attached hereto as Addenda shall control all printed provisions in conflict
therewith.
XI. EVIDENCE OF TITLE: Within twenty (20) days from the date hereof, Seller, at Seller's sole
cost and expense, shall cause a title insurance company mutually acceptable to the Parties ("Title
Company") to issue and deliver to Buyer an ALTA Form B title commitment ("Title Commitment")
accompanied by one copy of all documents affecting the Property, and which constitute
exceptions to the Title Commitment. Buyer shall give Seller written notice on or before twenty (20)
days from the date of receipt of the Title Commitment, if the condition of title as set forth in such
Title Commitment and survey is not satisfactory in Buyer's sole discretion. In the event that the
condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are
unacceptable. Seller shall, at its sole cost and expense promptly undertake and use its best
efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction of Buyer. In
the event Seller is unable with the exercise of due diligence to satisfy said objections within thirty
(30) days after said notice, Buyer may, at its option: (i) extend the time period for Seller to satisfy
said objections, (ii) accept title subject to the objections raised by Buyer, without an adjustment in
the purchase price, in which event said objections shall be deemed to be waived for all purposes,
or (iii) rescind this Agreement, whereupon the deposit described herein shall be returned to Buyer
and this Agreement shall be of no further force and effect.
XII. EXISTING MORTGAGES TO BE ASSUMED: Seller shall furnish to Buyer within twenty (20)
days from execution hereof a statement from all mortgagee(s) setting forth principal balance,
method of payment, interest rate and whether the mortgage(s) is in good standing. If a mortgage
requires approval of the Buyer by the mortgagee in order to avoid default, or for assumption by
the Buyer of said mortgage, and:
a) the mortgagee does not approve the Buyer, the Buyer may rescind the contract, or
b) the mortgagee requires an increase in the interest rate or charges a fee for any reason in
excess of $500.00, the Buyer may rescind the Contract unless Seller elects to pay such increase
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or excess. Seller and Buyer each shall pay 50% of any such fee. Buyer shall use reasonable
diligence to obtain approval. The amount of any escrow deposits held by mortgagee shall be
credited to Seller.
XIII. PURCHASE MONEY MORTGAGES: The purchase money note and mortgage, if any, shall
provide for a thirty (30) day grace period in the event of default if it is a first mortgage and a 15
day grace period in the event of default if a second mortgage; shall provide for right of
prepayment in whole or in part without penalty; shall be assumable and shall not provide for
acceleration or interest adjustment in event of resale of the Property. Said mortgage shall require
the owner of the encumbered Property to keep all prior liens and encumbrances in good standing.
XIV. CURRENT SURVEY: Within fifteen (15) days from the date hereof, Seller, at Seller's sole
cost and expense, shall furnish a current survey of the Property prepared and certified by a duly
registered Land Surveyor. The survey as to the Property shall:
a) Set forth an accurate legal description; and
b) Locate all existing easements and rights-of-way (setting forth the book and page number of the
recorded instruments creating the same), alleys, streets, and
c) Show any encroachments; and
d) Show all existing improvements (such as buildings, power lines, fences, etc.); and
e) Show all dedicated public streets provided access and whether such access is paved to the
property line; and
f) Show the location of any easements necessary for the furnishing of off-site improvements; and
g) Be certified to the Seller, the Buyer, the Title Company and any lender that may be involved in
the transaction.
In the event the survey or the recertification thereof shows any encroachments of any
improvements upon, from, or onto the Property, or on or between any building set-back line, a
property line, or any easement, except those acceptable to Buyer, in Buyer's sole discretion, said
encroachment shall be treated in the same manner as a title defect under the procedure set forth
of notice thereof with
XV. TERMITES: The Buyer, within time allowed for delivery of evidence of title and examination
thereof, or no later than ten (10) days prior to closing, whichever date occurs last, may have the
improvements inspected at Buyer's expense by a certified pest control operator to determine
whether there is any visible active termite infestation or visible existing damage from termite
infestation in the improvements. If Buyer is informed of either or both of the foregoing, Buyer will
have ten (10) days from date of notice thereof within which to have all damages, whether visible
or not, inspected and estimated by a licensed building or general contractor. Seller shall pay valid
costs for treatment and repair of all damage up to 1 1/2% of Purchase Price. Should such costs
exceed that amount, Buyer shall have the option of cancelling Contract within five (5) days after
receipt of contractor's repair estimate by giving written notice to Seller, or Buyer may elect to
proceed with the transaction, in which event Buyer shall receive a credit at closing of an amount
equal to 1 1/2% of said Purchase Price. "Termites" shall be deemed to include all wood
destroying organisms.
XVI. INGRESS AND EGRESS: Seller warrants that there is ingress and egress to the Property
sufficient for the intended use as described in Paragraph VII hereof the title to which is in
accordance with Paragraph XI above.
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XVII. LEASES: Seller shall, not less than fifteen (15) days prior to closing, furnish to Buyer copies
of all written leases and estoppel letters from each tenant (if any) specifying the nature and
duration of said tenant's occupancy, rental rates and advanced rent and security deposits paid by
tenant. In the event Seller is unable to obtain such letter from each tenant, the same information
shall be furnished by Seller to Buyer within said time period in the form of a Seller's affidavit, and
Buyer may thereafter contact tenants to confirm such information. Seller shall deliver and assign
all original leases to Buyer at closing.
XVIII. LIENS: Seller shall, both as to the Property and personalty being sold hereunder, furnish to
Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided for
herein, of any financing statements, claims of lien or potential lienors known to Seller and further
attesting that there have been no improvements to the Property for ninety (90) days immediately
preceding date of closing. If the property has been improved within said time, Seller shall deliver
releases or waivers of all mechanic's liens, executed by general contractors, subcontractors,
suppliers, and materialmen, in addition to Seller's lien affidavit setting forth the names of all such
general contractors, subcontractors, suppliers and materialmen and further reciting that, in fact,
all bills for work to the Property which could serve as a basis for a mechanic's lien have been paid
or will be paid at closing.
XIX. PLACE OF CLOSING: Closing shall be held in the county wherein the Property is located, at
the office of the attorney or other closing agent designated by Buyer; provided, however, that if a
portion of the purchase price is to be derived from an institutional mortgagee, the requirements of
said mortgagee as to time of day, place and procedures for closing, and for disbursement of
mortgage process, shall control, anything in this contract to the contrary notwithstanding.
XX. TIME: Time is of the essence of this Contract. Any reference herein to time periods of less
than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal
holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal
holiday shall extend to 5:00 p.m. of the next business day.
XXI. DOCUMENTS FOR CLOSING: Seller shall furnish deed, closing statement, mechanic's lien
affidavit, assignments of leases, and any corrective instruments that may be required in
connection with perfecting the title. Buyer shall furnish mortgage, mortgage note, security
agreement, and financing statement.
XXII.EXPENSES: State documentary stamps which are required to be affixed to the instrument of
conveyance, intangible tax on and recording of purchase money mortgage to Seller, and cost of
recording any corrective instruments shall be paid by Seller. Documentary stamps to be affixed to
the note or notes secured by the purchase money mortgage, cost of recording the deed and
financing statements shall be paid by Buyer.
XXIII. PRORATION OF TAXES: Taxes for the year of the closing shall be prorated to the date of
closing. If the closing shall occur before the tax rate is fixed for the then current year, the
apportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to the
latest assessed valuation. Subsequent to the closing, when the tax rate is fixed for the year in
which the closing occurs, Seller and Buyer agree to adjust the proration of taxes and, if
necessary, to refund or pay, as the case may be, an amount necessary to effect such
adjustments. This provision shall survive closing.
XXIV. PERSONAL PROPERTY INSPECTION, REPAIR: Seller warrants that all major
appliances, heating, cooling, electrical, plumbing systems, and machinery are in working
condition as of six (6) days prior to closing. Buyer may, at his expense, have inspections made of
said items by licensed persons dealing in the repair and maintenance thereof, and shall report in
writing to Seller such items as found not in working condition prior to taking of possession thereof,
or six (6) days prior to closing, whichever is first. Unless Buyer reports failures within said period,
he shall be deemed to have waived Seller's warranty as to failures not reported. Valid reported
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failures shall be corrected at Seller's cost with funds therefore escrowed at closing. Seller agrees
to provide access for inspection upon reasonable notice.
XXV. RISK OF LOSS: If the improvements are damaged by fire or other casualty prior to closing,
and the costs of restoring same does not exceed 3% of the assessed valuation of the
improvements so damaged, cost of restoration shall be an obligation of the Seller and closing
shall proceed pursuant to the terms of Contract with costs therefor escrowed at closing. In the
event the cost of repair or restoration exceeds 3% of the assessed valuation of the improvements
so damaged, Buyer shall have the option of either taking the Property as is, together with either
the said 3% or any insurance proceeds payable by virtue of such loss or damage, or of cancelling
the Contract and receiving return of deposit(s) made hereunder.
XXVI. MAINTENANCE: Notwithstanding the provisions of Paragraph XXIV, between Effective
Date and Closing Date, all personal property on the premises and real property, including lawn,
shrubbery and pool, if any, shall be maintained by Seller in the condition they existed as of
Effective Date, ordinary wear and tear excepted, and Buyer or Buyer's designee will be permitted
access for inspection prior to closing in order to confirm compliance with this standard.
XXVII. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be recorded upon
clearance of funds and evidence of title continued at Buyer's expense, to show title in Buyer,
without any encumbrances or change which would render Seller's title unmarketable from the
date of the last evidence, and the cash proceeds of sale shall be held in escrow by Seller's
attorney or by such other escrow agent as may be mutually agreed upon for a period of not
longer than five (5) days from and after closing date. If Seller's title is rendered unmarketable,
Buyer shall within said five (5) day period, notify Seller in writing of the defect and Seller shall
have thirty (30) days from date of receipt of such notification to cure said defect. In the event
Seller fails to timely cure said defect, all monies paid hereunder shall, upon written demand
therefor and within five (5) days thereafter, be returned to Buyer and, simultaneously with such
repayment, Buyer shall vacate the Property and reconvey same to the Seller by special warranty
deed. In the event Buyer fails to make timely demand for refund, he shall take title as is, waiving
all rights against Seller as to such intervening defect except as may be available to Buyer by
virtue of warranties, if any, contained in deed.
XXVIII. ESCROW: Any escrow agent receiving funds is authorized and agrees by acceptance
thereof to promptly deposit and to hold same in escrow and to disburse same subject to
clearance thereof in accordance with terms and conditions of Contract. Failure of clearance of
funds shall not excuse performance by the Buyer.
XXIX. ATTORNEY FEES AND COSTS: In connection with any litigation including appellate
proceedings arising out of this Contract, the prevailing party shall be entitled to recover
reasonable attorney's fees and costs.
XXX.(a) DEFAULT BY SELLER: In the event that Seller should fail to consummate the
transaction contemplated herein for any reason, except Buyer's default; (i) Buyer may enforce
specific performance of this Agreement in a court of competent jurisdiction and in such action
shall have the right to recover damages suffered by Buyer by reason of the delay in the
acquisition of the Property, or (ii) may bring suit for damages for breach of this Agreement, in
which event, the deposit made hereunder shall be forthwith returned to Buyer, or (iii) declare a
default, demand and receive the return of the deposit. All rights, powers, options or remedies
afforded to Buyer either hereunder or by law shall be cumulative and not alternative and the
exercise of one right, power, option or remedy shall not bar other rights, powers, options or
remedies allowed herein or by law.
XXX.(b) DEFAULT BY BUYER: In the event Buyer should fail to consummate the transaction
contemplated herein for any reason, except default by Seller or the failure of Seller to satisfy any
of the conditions to Buyer's obligations, as set forth herein, Seller shall be entitled to retain the
earnest money deposit, such sum being agreed upon as liquidated damages for the failure of
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Buyer to perform the duties and obligations imposed upon it by the terms and provisions of this
Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining actual
damages, and no other damages, rights or remedies shall in any case be collectible, enforceable
or available to Seller other than as provided in this Section, and Seller agrees to accept and take
said deposit as Seller's total damages and relief hereunder in such event.
XXXI. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND NOTICE:
Upon the expiration of the inspection period described in paragraph XXXVI, if Buyer has elected
to proceed with purchase of the property, the parties shall cause to be recorded, at Buyer's option
and expense, in the public records of the county in which the property is located, an executed
Memorandum of Contract as attached hereto. This Contract shall bind and inure to the benefit of
the Parties hereto and their successors in interest. Whenever the context permits, singular shall
include plural and one gender shall include all. Notice given by or to the attorney for either party
shall be as effective as if given by or to said party.
XXXII. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance and
other expenses and revenue of the Property shall be prorated as of date of closing. Buyer shall
have the option of taking over any existing policies of insurance on the Property, if assumable, in
which event premiums shall be prorated. The cash at closing shall be increased or decreased as
may be required by said prorations. All references in Contract to prorations as of date of closing
will be deemed "date of occupancy" if occupancy occurs prior to closing, unless otherwise
provided for herein.
XXXIII. CONVEYANCE: Seller shall convey title to the Property by statutory warranty deed
subject only to matters contained in Paragraph VII hereof and those otherwise accepted by
Buyer. Personal property shall, at the request of Buyer, be conveyed by an absolute bill of sale
with warranty of title, subject to such liens as may be otherwise provided for herein.
XXXIV. UTILITIES: Seller shall, at no expense to Seller, actively work with Buyer to assist Buyer
in obtaining electricity, water, sewage, storm drainage, and other utility services for development
of the Property.
XXXV. ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall furnish to
Buyer all engineering plans, drawings, surveys, artist's renderings and economic and financial
studies which Seller has, if any, relating to the Property, and all such information may be used by
Buyer in such manner as it desires; provided that in the event Buyer fails to purchase the
Property for any reason other than Seller's default, all such information shall be returned to Seller
together with any information that Purchaser may have compiled with respect to the Property.
XXXVI. INSPECTION OF PROPERTY: Buyer shall have sixty (60) days from the date hereof to
determine the elevation, grade, and topography of the Property and to conduct engineering and
soil boring tests as the Buyer deems necessary in order to determine the usability of the Property.
Buyer may in its sole and absolute discretion, give notice of termination of this Agreement at any
time prior to the expiration of the sixty (60) day inspection period, and upon such termination, all
deposits held in escrow shall be returned to Buyer.
XXXVII. PENDING LITIGATION: Seller warrants and represents that there are no legal actions,
suits or other legal or administrative proceedings, including cases, pending or threatened or
similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge that
any such action is presently contemplated which might or does affect the conveyance
contemplated hereunder.
XXXVIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations and
warranties set forth in this Contract shall be continuing and shall be true and correct on and as of
the closing date with the same force and effect as if made at that time, and all of such
representations and warranties shall survive the closing and shall not be affected by any
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investigation, verification or approval by any party hereto or by anyone on behalf of any party
hereto.
XXXIX. ACQUIRING APPROVALS: The obligation of Buyer to close is conditioned upon Buyer's
having acquired all the necessary approvals and permits to use the property for
________(33)___________.
XL. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding
upon any of the Parties hereto unless incorporated in this Contract. No modification or change in
this Contract shall be valid or binding upon the Parties unless in writing, executed by the Parties
to be bound thereby.
XLI. SPECIAL CLAUSES: _________________(34)___________________
___________________________________________________________________
Witnesses: Executed by Buyer on: __(35)__
____________(36)____________ ___________(37)_______________ Buyer
____________(36)____________
____________(36)____________ ___________(38)_______________ Buyer
____________(36)____________
Executed by Seller on: __(35)_
____________(36)____________ ___________(39)_______________ Seller
____________(36)____________
____________(36)____________ ___________(40)_______________ Seller
____________(36)____________
Deposit(s) under II (a) received; if check, subject to clearance, and terms hereof are accepted.
By:_________(41)______________________________ (Escrow Agent)
BROKERAGE FEE: Seller agrees to pay the registered real estate Broker named below, at time
of closing, from the disbursements of the proceeds of sale, compensation in the total amount of
_(42)_ percent (_____%) of gross purchase price of $___(43)_____ for his services in effecting
the sale by finding a Buyer, ready, willing and able to purchase pursuant to the foregoing
Contract. In the event Buyer fails to perform and deposit(s) is retained, 50% thereof, but not
exceeding the Broker's fee above computed, shall be paid to the Broker as full consideration for
Broker's services including costs expended by Broker, and the balance shall be paid to Seller. If
the transaction shall not be closed because of refusal or failure of Seller to perform, the Seller
shall pay said fee in full to Broker on demand. Seller agrees to indemnify, defend and hold Buyer
harmless from and against all claims or demands with respect to any brokerage fees or agent's
commissions or other compensation asserted by any person or entity in connection with this
agreement or the transaction contemplated herein.
__________(44)________________ ____________(39)_____________ Broker Seller
____________(40)_____________ Seller
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Universal for Travel and Tourism
Limited liability company (LLC)
Sana'a, Yemen
Cash flow statement
for the year ended 31 December 2007
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Yemeni Riyal
2007
Yemeni Riyal
2006
(2,608,826/62)
(17,537,753/74)
6,707,307/12
4,098,481/37
(2,935,000/00)
(22,755,658/27)
1,005,937/91
450,119/07
(362,526/24)
12,877,066/94
1,091,972/41
(6,529,606/81)
2,041,943/07
(15,495,810/67)
(125,000/00)
16,579,042/14
(5,055,106/97)
1,259,333/69
40,684,110/80
(50,696,094/89)
1,204,898/02
(11,644,627/88)
(5,489,585/50)
----(5,489,585/50)
(6,970,952/00)
(6,154,871/30)
(13,125,823/30)
17,537,753/74
17,537,753/74
5,518,561/43
9,136,868/86
14,655,430/29
20,739,351/09
20,739,351/09
(4,031,100/09)
13,167,968/95
9,136,868/86
Operating cash flows
Net(loss) of the period
Non-cash transactions adjustments
Depreciation and amortization
Net loss before the change of the working capital
(increase) in the securities of L/Gs
(increase) /decrease in the receivable
Decrease(increase) in the accounts receivable
Increase in the overdrafts
(decrease) in the accounts payable
Increase(decrease) in the affiliates A/Cs payable
Increase in the accounts payable
Net cash flow from the operating activities
Cash flows from investment activity
(increase) of the fixed Assets
(increase) in the establishment expenses
Net cash flows from investment
Finance cash flows
Closing of the accumulated losses
Net cash flows from finance
Net cash flows
Cash and cash equivalent at the beginning of the year
Cash and cash equivalent at the end of the year
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Mortgage Agreement Form
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THIS INDENTURE, made as of the _(1)_ day of _____(2)______, 19_(3)_, by and between
_______________(4)______________________, of
_____________(5)______________________, hereinafter called "Mortgagor", and
________________(6)_________________________, of
______________(7)_______________, hereinafter called "Mortgagee".
WITNESSETH:
AMOUNT OF LIEN: "NOTE"
WHEREAS, Mortgagor is justly indebted to Mortgagee in the sum of ______(8)_________
DOLLARS ($_____(9)_____) in lawful money of the United States, and has agreed to pay the
same, with interest thereon, according to the terms of a certain note (the "Note") given by
Mortgagor to Mortgagee, bearing even date herewith.
DESCRIPTION OF PROPERTY SUBJECT TO LIEN: "PREMISES".
NOW, THEREFORE, in consideration of the premises and the sum hereinabove set forth, and to
secure the payment of the Secured Indebtedness as defined herein, Mortgagor has granted,
bargained, sold and conveyed, and by these presents does grant, bargain, sell and convey unto
Mortgagee property situate in ___(10)___ County, _____(11)_____, more particularly described
in Exhibit "A" attached hereto and by this reference made a part hereof;
TOGETHER with all buildings, structures and other improvements now or hereafter located on,
above or below the surface of the property hereinbefore described, or any part and parcel thereof;
and,
TOGETHER with all and singular the tenements, hereditaments, easements, riparian and littoral
rights, and appurtenances thereunto belonging or in anywise appertaining, whether now owned or
hereafter acquired by Mortgagor, and including all rights of ingress and egress to and from
adjoining property (whether such rights now exist or subsequently arise) together with the
reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all
the estate, right, title, interest, claim and demand whatsoever of Mortgagor of, in and to the same
and of, in and to every part and parcel thereof; and,
TOGETHER with all machinery, apparatus, equipment, fittings, fixtures, whether actually or
constructively attached to said property and including all trade, domestic and ornamental fixtures,
and articles of personal property of every kind and nature whatsoever (hereinafter collectively
called "Equipment"), now or hereafter located in, upon or under said property or any part thereof
and used or usable in connection with any present or future operation of said property and now
owned or hereafter acquired by Mortgagor; and,
TOGETHER with all the common elements appurtenant to any parcel, unit or lot which is all or
part of the Premises; and, ALL the foregoing encumbered by this Mortgage being collectively
referred to herein as the "Premises";
TO HAVE AND TO HOLD the Premises hereby granted to the use, benefit and behalf of the
Mortgagee, forever.
U.C.C. SECURITY AGREEMENT
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It is agreed that if any of the property herein mortgaged is of a nature so that a security interest
therein can be perfected under the Uniform Commercial Code, this instrument shall constitute a
Security Agreement and Mortgagor agrees to join with the Mortgagee in the execution of any
financing statements and to execute any and all other instruments that may be required for the
perfection or renewal of such security interest under the Uniform Commercial Code.
EQUITY OF REDEMPTION
Conditioned, however, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee, at
its address listed in the Note, or at such other place which may hereafter be designated by
Mortgagee, its or their successors or assigns, with interest, the principal sum of
_____(12)_______ DOLLARS ($__(13)__) with final maturity, if not sooner paid, as stated in said
Note unless amended or extended according to the terms of the Note executed by Mortgagor and
payable to the order of Mortgagee, then these presents shall cease and be void, otherwise these
presents shall remain in full force and effect.
ARTICLE ONE
COVENANTS OF MORTGAGOR
Mortgagor covenants and agrees with Mortgagee as follows:
1.01 Secured Indebtedness.
This Mortgage is given as security for the Note and also as security for any and all other sums,
indebtedness, obligations and liabilities of any and every kind arising, under the Note or this
Mortgage, as amended or modified or supplemented from time to time, and any and all renewals,
modifications or extensions of any or all of the foregoing (all of which are collectively referred to
herein as the "Secured Indebtedness"), the entire Secured Indebtedness being equally secured
with and having the same priority as any amounts owed at the date hereof.
1.02 Performance of Note, Mortgage, Etc..
Mortgagor shall perform, observe and comply with all provisions hereof and of the Note and shall
promptly pay, in lawful money of the United States of America, to Mortgagee the Secured
Indebtedness with interest thereon as provided in the Note, this Mortgage and all other
documents constituting the Secured Indebtedness.
1.03 Extent Of Payment Other Than Principal And Interest.
Mortgagor shall pay, when due and payable, (1) all taxes, assessments, general or special, and
other charges levied on, or assessed, placed or made against the Premises, this instrument or
the Secured Indebtedness or any interest of the Mortgagee in the Premises or the obligations
secured hereby; (2) premiums on policies of fire and other hazard insurance covering the
Premises, as required herein; (3) ground rents or other lease rentals; and (4) other sums related
to the Premises or the indebtedness secured hereby, if any, payable by Mortgagor.
1.04 Insurance.
Mortgagor shall, at its sole cost and expense, keep the Premises insured against all hazards as is
customary and reasonable for properties of similar type and nature located in ______(14)______
County, ____(15)___.
1.05 Care of Property.
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Mortgagor shall maintain the Premises in good condition and repair and shall not commit or suffer
any material waste to the Premises.
1.06 Prior Mortgage.
With regard to the Prior Mortgage, Mortgagor hereby agrees to:
(i) Pay promptly, when due, all installments of principal and interest and all other sums and
charges made payable by the Prior Mortgage;
(ii) Promptly perform and observe all of the terms, covenants and conditions required to be
performed and observed by Mortgagor under the Prior Mortgage, within the period provided in
said Prior Mortgage;
(iii) Promptly notify Mortgagee of any default, or notice claiming any event of default by Mortgagor
in the performance or observance of any term, covenant or condition to be performed or observed
by Mortgagor under any such Prior Mortgage.
(iv) Mortgagor will not request nor will it accept any voluntary future advances under the Prior
Mortgage without Mortgagee's prior written consent, which consent shall not be unreasonably
withheld.
ARTICLE TWO
DEFAULTS
2.01 Event of Default.
The occurrence of any one of the following events which shall not be cured within _(16)_ days
after written notice of the occurrence of the event, if the default is monetary, or which shall not be
cured within __(17)__ days after written notice from Mortgagee, if the default is non-monetary,
shall constitute an "Event of Default":
(a) Mortgagor fails to pay the Secured Indebtedness, or any part thereof, or the taxes, insurance
and other charges, as hereinbefore provided, when and as the same shall become due and
payable;
(b) Any material warranty of Mortgagor herein contained, or contained in the Note, proves untrue
or misleading in any material respect;
(c) Mortgagor materially fails to keep, observe, perform, carry out and execute the covenants,
agreements, obligations and conditions set out in this Mortgage, or in the Note;
(d) Foreclosure proceedings (whether judicial or otherwise) are instituted on any mortgage or any
lien of any kind secured by any portion of the Premises and affecting the priority of this Mortgage.
2.02 Options Of Mortgagee Upon Event Of Default.
Upon the occurrence of any Event of Default, the Mortgagee may immediately do any one or
more of the following:
(a) Declare the total Secured Indebtedness, including without limitation all payments for taxes,
assessments, insurance premiums, liens, costs, expenses and attorney's fees herein specified,
without notice to Mortgagor (such notice being hereby expressly waived), to be due and
collectible at once, by foreclosure or otherwise;
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(b) Pursue any and all remedies available under the Uniform Commercial Code; it being hereby
agreed that ten (10) days' notice as to the time, date and place of any proposed sale shall be
reasonable;
(c) In the event that Mortgagee elects to accelerate the maturity of the Secured Indebtedness and
declares the Secured Indebtedness to be due and payable in full at once as provided for in
Paragraph 2.02(a) hereinabove, or as may be provided for in the Note, or any other provision or
term of this Mortgage, then Mortgagee shall have the right to pursue all of Mortgagee's rights and
remedies for the collection of such Secured Indebtedness, whether such rights and remedies are
granted by this Mortgage, any other agreement, law, equity or otherwise, to include, without
limitation, the institution of foreclosure proceedings against the Premises under the terms of this
Mortgage and any applicable state or federal law.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
3.01 Prior Liens.
Mortgagor shall keep the Premises free from all prior liens (except for those consented to by
Mortgagee).
3.02 Notice, Demand and Request.
Every provision for notice and demand or request shall be deemed fulfilled by written notice and
demand or request delivered in accordance with the provisions of the Note relating to notice
3.03 Meaning of Words.
The words "Mortgagor" and "Mortgagee" whenever used herein shall include all individuals,
corporations (and if a corporation, its officers, employees or agents), trusts and any and all other
persons or entities, and the respective heirs, executors, administrators, legal representatives,
successors and assigns of the parties hereto, and all those holding under either of them.
The pronouns used herein shall include, when appropriate, either gender and both singular and
plural. The word "Note" shall also include one or more notes and the grammatical construction of
sentences shall conform thereto.
3.04 Severability.
If any provision of this Mortgage or any other Loan Document or the application thereof shall, for
any reason and to any extent, be invalid or unenforceable, neither the remainder of the
instrument in which such provision is contained, nor the application of the provision to other
persons, entities or circumstances, nor any other instrument referred to hereinabove shall be
affected thereby, but instead shall be enforced to the maximum extent permitted by law.
3.05 Governing Law.
The terms and provisions of this Mortgage are to be governed by the laws of the State of
____(18)_____. No payment of interest or in the nature of interest for any debt secured in part by
this Mortgage shall exceed the maximum amount permitted by law. Any payment in excess of the
maximum amount shall be applied or disbursed as provided in the Note in regard to such
amounts which are paid by the Mortgagor or received by the Mortgagee.
3.06 Descriptive Headings.
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The descriptive headings used herein are for convenience of reference only, and they are not
intended to have any effect whatsoever in determining the rights or obligations of the Mortgagor
or Mortgagee and they shall not be used in the interpretation or construction hereof.
3.07 Attorney's Fees.
As used in this Mortgage, attorneys' fees shall include, but not be limited to, fees incurred in all
matters of collection and enforcement, construction and interpretation, before, during and after
suit, trial, proceedings and appeals. Attorneys' fees shall also include hourly charges for
paralegals, law clerks and other staff members operating under the supervision of an attorney.
IN WITNESS WHEREOF, the Mortgagor has caused this instrument to be duly executed as of
the day and year first above written.
Witnesses: ___________(19)_______________ ______________(21)_______________
___________(20)_______________
STATE OF _______(22)_________) ) COUNTY OF ______(23)_________)
THE FOREGOING instrument was acknowledged before me this _(24)_ day of _____(25)____,
19_(26)_,by _________(27)___________.
____________(28)________________
My Commission Expires: _________(29)_________
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JOINT VENTURE AGREEMENT
This JOINT VENTURE AGREEMENT ("Agreement") is made on ________________,
20_____ between __________________________________ and
__________________________________.
RECITALS
The Joint Venturers have agreed to make contributions to a common fund for the purpose of
acquiring and holding:
_________________________________________________________
___________________________________ called the business interest.
The Joint Venturers consider it advisable to acquire and to hold their business interest
through a nominee so as to avoid the necessity of numerous separate agreements, to maintain
the legal title to the business interest in a simple and practicable form, and to facilitate the
collection and distribution of the profits accruing under the business interest, and
__________________________________ has agreed to act as nominee of the Joint
Venturers with the understanding that he is also acquiring a participating interest in this joint
venture on his own account,
It is therefore agreed:
1. Purpose. The Joint Venturers form this joint venture to acquire and hold the business
interest in common and to provide the finances required for its acquisition. To the extent set
forth in this Agreement, each of the Joint Venturers shall own an undivided fractional part in
the business. The Joint Venturers appoint as their agent
_____________________________________, whose duty it shall be to hold each of the
undivided fractional parts in the business interest for the benefit of, and as agent for, the
respective Joint Venturers.
2. Contributions. The Agent acknowledges that he has received from each of the Joint
Venturers, for the purpose of this joint venture, the sum set after the name of each Joint
Venturer as follows:
Name of Joint Venturer
Contribution
3. Acquisition of Business Interest. The Agent is authorized to acquire and to hold in his
own name, but on behalf of the Joint Venturers (of which the Agent is one), the business
interest, and to pay $______________ for it as follows: $______________ in cash, and the
balance of $______________ by a note in that amount. The note shall bear interest at the rate
of ______%, shall be due and payable on ___________________ [due date], with
prepayment privileges, and shall be secured by
____________________________________________ which the Agent is authorized to
execute and deliver.
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4. Profits. The Agent shall hold and distribute the business interest and shall receive the net
profits as they accrue for the term of this Agreement or so long as the Joint Venturers are the
owners in common of the business interest, for the benefit of the Joint Venturers as follows:
Name of Joint Venturer
Proportion
5. Expenses of Venture. All losses and disbursements incurred by the Agent in acquiring,
holding and protecting the business interest and the net profits shall, during the period of the
venture, be paid by the Joint Venturers, on demand of the Agent, in the ratio which the
contribution of each Joint Venturer bears to the total contributions set forth in Paragraph 2.
6. Liability of Agent. The Agent shall be liable only for his own willful misfeasance and bad
faith, and no one who is not a party to this Agreement shall have any rights whatsoever under
this Agreement against the Agent for any action taken or not taken by him.
7. Term. This Agreement shall terminate and the obligations of the Agent shall be deemed
completed on the happening of either of the following events: (a) the receipt and distribution
by the Agent of the final net profits accruing under the business interest; or (b) termination by
mutual assent of all joint ventures.
8. Compensation of Agent. Unless otherwise agreed to in the future by a majority in interest
of the Joint Venturers, the Agent shall not receive any compensation for services rendered by
him under this Agreement.
9. Arbitration and Attorneys Fees.The Joint Venturers agree that any dispute, claim, or
controversy concerning this Agreement or the termination of this Agreement, or any dispute,
claim or controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled by arbitration to be held in
_______________________ [City], _______________________ [State] in accordance with
the rules then in effect of the American Arbitration Association. The arbitrator may grant
injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall
be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on
the arbitrator’s decision in any court having jurisdiction. The Joint Venturers will pay the
costs and expenses of such arbitration in such proportions as the arbitrator shall decide, and
each Joint Venturer shall separately pay its own counsel fees and expenses.
10. Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF _____________________ WITHOUT
REGARD FOR CONFLICTS OF LAWS PRINCIPLES. EACH JOINT VENTURER
HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
_____________________ FOR ANY LAWSUIT FILED THERE AGAINST ANY PARTY
TO THIS AGREEMENT BY ANY OTHER PARTY TO THIS AGREEMENT
CONCERNING THE JOINT VENTURE OR ANY MATTER ARISING FROM OR
RELATING TO THIS AGREEMENT.
In witness whereof the Agent and the Joint Venturers have signed and sealed this Agreement.
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_________________________________________________ ___________________
[Signature of Joint Venturer]
[Date]
_________________________________________________
[Printed or Typed Name of Joint Venturer]
_________________________________________________ ___________________
[Signature of Joint Venturer]
[Date]
_________________________________________________
[Printed or Typed Name of Joint Venturer]
_________________________________________________ ___________________
[Signature of Joint Venturer]
[Date]
_________________________________________________
[Printed or Typed Name of Joint Venturer]
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LEASE OF PERSONAL PROPERTY
1. PARTIES. This agreement is made ________,20__ between _______________, of
______________, herein called "Lessor," and ______________, of ________________,
herein called "Lessee."
2. LEASE OF EQUIPMENT. For and in consideration of the covenants and agreements
hereinafter contained, to be kept and performed by lessee, lessor has leased and does hereby
lease to lessee the personal property known and described as follows:
______________________________________________________, hereafter designated as
equipment, to have and to hold the same unto Lessee for the period of______ months
commencing from ___________________.
3. DELIVERY AND RETURN OF PROPERTY. Lessor shall deliver equipment
to_______________________ , freight prepaid. At the end of the term thereof Lessee shall
return equipment freight prepaid to Lessor at the place from which equipment was shipped in
as good condition as exists at the commencement of the term, reasonable wear and tear in
respect thereto expected.
4. RENT. Lessee shall pay as rent for the leasing the sum of $_____________ at the office of
Lessor at________________ in ________________ monthly installments of________ each,
payable in advance on the first day of the month beginning with___________, plus ________
to be paid as the last payment.
5. RESERVATION OF TITLE. Equipment and all parts thereof shall, unless a purchase
thereof is made as is herein provided and until full payment of such purchase price and all
interest which may be due thereon is made in cash to the Lessor, retain its character as
personal property and the title thereto shall not pass to Lessee but shall remain in Lessor.
6. REPOSSESSION. If Lessee shall sell, assign or attempt to sell or assign, equipment or
any interest therein, or if Lessee defaults in any of the covenants, conditions or provisions of
this Lease, it is agreed that Lessor may immediately and without notice take possession of
equipment wheresoever found and to remove and keep or dispose of the same and any unpaid
rentals shall at once become due and payable.
7. LOCATION AND USE. Lessee shall use equipment only in _______________________
and shall not at any time remove the same ______________________ from the place
________________________ except in returning the same to Lessor or except as may be
permitted by Lessor by consent thereto in writing.
8. INDEMNIFICATION OF LESSOR. Lessee shall and does hereby agree to protect and
save Lessor harmless against any and all losses or damage to equipment by fire, flood,
explosion, tornado or theft and Lessee shall and does hereby assume all liability to any
person whomsoever arising from the location, condition or use of equipment, and shall
indemnify Lessor of and from all liability, claim and demand whatsoever arising from the
location, condition, or use of equipment whether in operation or not, and growing out of any
cause, and from every other liability, claim and demand whatsoever during the term of this
Lease or arising while equipment is in the possession of Lessee. Lessee also agrees to
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promptly reimburse Lessor, in cash, for any and all personal property taxes levied against
equipment and paid by Lessor.
9. TIME OF ESSENCE. Time is the essence of this agreement.
10. NO ASSIGNMENT. Neither this Lease and agreement nor any right or interest
thereunder shall be assigned by Lessee in any respect whatsoever.
11. CHOICE OF LAW. This Lease and agreement shall be deemed to have been executed
and entered into in the State of ____________ and shall be construed, enforced and
performed in accordance with the laws thereof.
12. EXCLUSION OF ORAL STATEMENTS. This instrument contains all of the
agreements of the parties. No oral or other statements shall be binding on either of the parties
hereto.
13. GUARANTY. All parts of this equipment are guaranteed against defective parts or
workmanship for a period of ninety (90) days from date of delivery and any parts returned to
factory freight prepaid will be replaced free of charge if found defective.
[Lessor]
By_______________________________________________ ____________________
[Lessee]
By_______________________________________________ ____________________
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MORTGAGE DEED
This Mortgage is given by ______________________________________, hereinafter called
Borrower, of ____________________________ to
______________________________________, hereinafter called Lender, which term
includes any holder of this Mortgage, to secure the payment of the PRINCIPAL SUM of
$________________ together with interest thereon computed on the outstanding balance, all
as provided in a Note having the same date as this Mortgage, and also to secure the
performance of all the terms, covenants, agreements, conditions and extensions of the Note
and this Mortgage.
In consideration of the loan made by Lender to Borrower and for the purpose expressed
above, the Borrower does hereby grant and convey to Lender, with MORTGAGE
COVENANTS, the land with the buildings situated thereon and all the improvements and
fixtures now and hereafter a part thereof, being more particularly described in Exhibit A
attached hereto and made a part hereof and having a street address of:
(Attach Property Description)
Borrower further covenants and agrees that:
1. No superior mortgage or the note secured by it will be modified without the consent of
Lender hereunder.
2. Borrower will make with each periodic payment due under the Note secured by this
Mortgage a payment sufficient to provide a fund from which the real estate taxes, betterment
assessments and other municipal charges which can become a lien against the mortgaged
premises can be paid by Lender when due. This provision shall be effective only in the event
that a fund for the same purpose is not required to be established by the holder of a senior
mortgage.
3. In the event that Borrower fails to carry out the covenants and agreements set forth herein,
the Lender may do and pay for whatever is necessary to protect the value of and the Lender's
rights in the mortgaged property and any amounts so paid shall be added to the Principal Sum
due the Lender hereunder.
4. As additional security hereunder, Borrower hereby assigns to Lender, Borrower's rents of
the mortgaged property, and upon default the same may be collected without the necessity of
making entry upon the mortgaged premises.
5. In the event that any condition of this Mortgage or any senior mortgage shall be in default
for fifteen (15) days, the entire debt shall become immediately due and payable at the option
of the Lender. Lender shall be entitled to collect all costs and expenses, including reasonable
attorney's fees incurred.
6. In the event that the Borrower transfers ownership (either legal or equitable) or any
security interest in the mortgaged property, whether voluntarily or involuntarily, the Lender
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may at its option declare the entire debt due and payable.
7. This Mortgage is also security for all other direct and contingent liabilities of the Borrower
to Lender which are due or become due and whether now existing or hereafter contracted.
8. Borrower shall maintain adequate insurance on the property in amounts and form of
coverage acceptable to Lender and the Lender shall be a named insured as its interest may
appear.
9. Borrower shall not commit waste or permit others to commit actual, permissive or
constructive waste on the property.
10. Borrower further covenants and warrants to Lender that Borrower is indefeasibly seized
of said land in fee simple; that Borrower has lawful authority to mortgage said land and that
said land is free and clear of all encumbrances except as may be expressly contained herein.
This Mortgage is upon the STATUTORY CONDITION and the other conditions set forth
herein, for breach of which Lender shall have the STATUTORY POWER OF SALE to the
extent existing under State law.
Executed under seal this _____ day of _________________, 20_____.
BORROWER:
_______________________________________
[Signature of Borrower]
_______________________________________
[Printed or Typed Name of Borrower]
LENDER:
_______________________________________
[Signature of Lender]
_______________________________________
[Printed or Typed Name of Lender]
WITNESS #1:
_______________________________________
[Signature of Witness #1]
_______________________________________
[Printed or Typed Name of Witness #1]
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WITNESS #2:
_______________________________________
[Signature of Witness #2]
_______________________________________
[Printed or Typed Name of Witness #2]
ACKNOWLEDGMENT
STATE OF _______________________
COUNTY OF _______________________
On________________________________before me,
___________________________________________________, personally appeared
___________________________________________________,
___________________________________________________,
___________________________________________________, and
___________________________________________________ personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
Signature: _____________________________
Affiant: ____ Known ____ Unknown
ID Produced: _____________________
(Seal)
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GENERAL RELEASE
FOR GOOD CONSIDERATION, the undersigned jointly and severally hereby forever
release, discharge, acquit and forgive from any and all claims, actions, suits, demands,
agreements, and each of them, if more than one, liabilities, judgments, and proceedings both
at law and in equity arising from the beginning of time to the date of these presents and as
more particularly related to or arriving from:
This release shall be binding upon and inure to the benefit of the parties, their successors,
assigns and personal representatives.
Signed this _________________ day of ___________, 20_____ .
In the presence of:
Witness: _____________________________________
Releasor: _____________________________________
Releasor: _____________________________________
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MUTUAL RELEASE
This Mutual Release ("Release") is executed this ______ day of ___________________,
20_____, by and between _________________________________ ("Party #1") and
_________________________________ ("Party #2").
RECITALS:
WHEREAS, Party 1 holds claims against Party 2 for
_________________________________________________
______________________________________________________________________ (the
"Indebtedness"); and
WHEREAS, Party 2 hereby agrees to
____________________________________________________________
_________________________________________________ in return for a release of its
Indebtedness to Party 1.
WITNESSETH:
NOW THEREFORE, for and in consideration of the payment of One Dollar ($1.00), and
other good and valuable consideration, in hand paid, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Party 1 does hereby release, cancel, forgive and forever discharge Party 2 and each of its
predecessors, parent corporations, holding companies, subsidiaries, affiliates, divisions, heirs,
successors and assigns, and all of their officers, directors and employees from all actions,
claims, demands, damages, obligations, liabilities, controversies and executions, of any kind
or nature whatsoever, whether known or unknown, whether suspected or not, which have
arisen, or may have arisen, or shall arise by reason of the Indebtedness and/or the guaranty of
payment of the Indebtedness as designated and described in the Agreement from the first day
of the world, including this day and each day hereafter, and Party 1 does specifically waive
any claim or right to assert any cause of action or alleged case of action or claim or demand
which has, through oversight or error intentionally or unintentionally or through a mutual
mistake, been omitted from this Release.
2. Party 2 does hereby release, cancel, forgive and forever discharge Party 1 and each of his
holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all
capacities whatsoever, including without limitation as an officer, director, employee,
representative, designee, agent, and shareholder thereof, from all actions, claims, demands,
damages, obligations, liabilities, controversies and executions, of any kind or nature
whatsoever, whether known or unknown, whether suspected or not, which have arisen, or
may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the
first day of the world, including this day and each day hereafter, and Party 2 does specifically
waive any claim or right to assert any cause of action or alleged cause of action or claim or
demand which has, through oversight or error, intentionally or unintentionally or through a
mutual mistake, been omitted from this Release.
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3. The provisions of this Agreement must be read as a whole and are not severable and/or
separately enforceable by either party hereto.
IN WITNESS WHEREOF, the undersigned have executed this Release in triplicate originals
as of the day, month and year first set forth above.
PARTIES:
___________________________________________________________
Party 1
___________________________________________________________
Party 2
WITNESS:
___________________________________________________________
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INDEMNITY AGREEMENT
FOR VALUE RECEIVED, the undersigned jointly and severally agree to indemnify and
save harmless __________________________ ("Indemnitees") and their successors and
assigns, from any claim, action, liability, loss, damage or suit, arising from the following:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
In the event of any asserted claim, the Indemnitees shall provide the undersigned reasonably
timely written notice of same, and thereafter the undersigned shall at its own expense defend,
protect and save harmless Indemnitees against said claim or any loss or liability thereunder.
In the further event the undersigned shall fail to so defend and/or indemnify and save
harmless, then in such instance the Indemnitees shall have full rights to defend, pay or settle
said claim on their behalf without notice to the undersigned and with full rights to recourse
against the undersigned for all fees, costs, expenses and payments made or agreed to be paid
to discharge said claim.
Upon default, the undersigned further agree to pay all reasonable attorney's fees necessary to
enforce this agreement.
This agreement shall be unlimited as to amount or duration.
This agreement shall be binding upon and inure to the benefit of the parties, their successors,
assigns and personal representatives.
Signed this _____ day of__________. 20____.
Witnessed:
______________________________
Witness
______________________________
First Party
______________________________
Witness
______________________________
Second Party
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RELEASE (INDIVIDUAL)
TOP
Release executed on ______________________, 20______, by
_________________________________ (releasor) to
_________________________________ (releasee).
In consideration of _________________________________ Dollars ($_________), receipt
of which is acknowledged, releasor voluntarily and knowingly executes this release with the
express intention of effecting the extinguishment of obligations created by or arising out of:
Releasor, with the intention of binding itself, its spouse, heirs, legal representatives, and
assigns, expressly releases and discharges releasee and its heirs and legal representatives
from all claims, demands, actions, judgments, and executions that releasor ever had, or now
has, or may have, known or unknown, against releasee or its heirs or legal representatives
created by or arising out of said claim.
In witness whereof, releasor has executed this release on the day and year first above written.
______________________________
[Signature of Releasor]
______________________________
[Releasor's Printed Name]
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MUTUAL RESCISSION OF CONTRACT
TOP
This Agreement of mutual rescission of a contract made and entered into this ____ day of
_______________, 20___, by and between ____________________________ [party 1] and
______________________________ [party 2].
The parties hereby mutually acknowledge and agree that:
1. On __________________, 20___, the parties entered into a contract, which is attached and
marked Exhibit A.
2. The parties to that contract and to this agreement of mutual rescission wish to rescind that
contract.
Therefore, in consideration of the mutual covenants of the parties, the parties hereby rescind the
aforementioned contract effective as of this day first written above. This agreement of mutual
rescission shall be binding upon the parties, their successors, assigns and personal
representatives. Neither party shall have any further rights or duties thereunder.
This agreement shall be enforced under the laws of the State of __________________. This is
the entire agreement.
[PARTY 1:]
[PARTY 2:]
_________________________________
_________________________________
[signature above/typed name below]
[signature above/typed name below]
[WITNESS 1:]
[WITNESS 2:]
_________________________________
_________________________________
[signature above/typed name below]
[signature above/typed name below]
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COVENANT NOT TO SUE
For good and valuable consideration received, the undersigned being the holder of an actual,
asserted or prospective claim against ______________________________________ arising
from:
do hereby covenant that I/we shall not commence or maintain any suit thereon against said
party whether at law or in equity provided nothing in this agreement constitutes a release of
this or any other party thereto.
This covenant shall be binding upon, and inure to, the benefit of the parties, their successors,
assigns and executors, administrators, personal representatives and heirs.
The undersigned affixes and seals this __________ day of ________________________,
20____.
__________________________________
[NAME]
Signed in the presence of:
Witness:
___________________________
[WITNESS'S NAME]
STATE OF _______________
COUNTY OF _____________
On _________________________before me,____________________________, personally
appeared _____________________________, personally known to me (or proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature: _______________________________
Affiant ______ Known ______ Unknown ______
ID Produced_________________
(Seal)
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Sale of Goods Agreement
Agreement made _____________ (date), between _________________________, of
_________________________________ (address), _____________________ (city), ______________
(county), ________________ (state), in this agreement referred to as seller, and ___________________,
of ____________________________ (address), __________________ (city), __________________
(county), _____________ (state), in this agreement referred to as buyer.
SECTION ONE: SALE OF GOODS
Seller shall sell, transfer and deliver to buyer on or before ____________________ (date), the following
personal property: ____________________________________________________________
____________________________________________________________
____________________________________________________________ (description of goods).
SECTION TWO: CONSIDERATION
Buyer shall accept the goods and pay ________________________________________ Dollars ($
________ ) for the goods.
SECTION THREE: IDENTIFICATION OF GOODS
Identification of the goods to this agreement shall not be deemed to have been made until both buyer and
seller have specified that the goods in question are to be appropriated to the performance of this
agreement.
SECTION FOUR: PAYMENT ON RECEIPT
Buyer shall make payment for the goods at the time when, and at the place where, the goods are received
by buyer.
SECTION FIVE: RECEIPT CONSTRUED AS DELIVERY
Goods shall be deemed received by buyer when delivered to buyer at
________________________________________ (address), __________ (city), __________ (county),
__________ (state).
SECTION SIX: RISK OF LOSS
The risk of loss from any casualty to the goods, regardless of the cause, shall be the responsibility of the
seller until the goods have been accepted by the buyer.
SECTION SEVEN: WARRANTY OF NO ENCUMBRANCES
Seller warrants that the goods are now free, and that at the time of delivery shall be free from any
security interest or other lien or encumbrance.
SECTION EIGHT: WARRANTY OF TITLE
Furthermore, seller warrants that at the time of signing this agreement, seller neither knows nor has
reason to know of the existence of any outstanding title or claim of title hostile to the rights of seller in
the goods.
SECTION NINE: RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods on arrival and, within _______ business days after
delivery, buyer must give notice to seller of any claim for damages on account of condition, quality or
grade of the goods, and buyer must specify the basis of the claim of buyer in detail. The failure of buyer
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to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.
In witness whereof, the parties have executed this agreement at
________________________________________ (designate place of execution) the day and year first
above written.
_________________________
Signature
_________________________
Signature
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GENERAL POWER OF ATTORNEY
NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND
SWEEPING. IF YOU HAVE ANY QUESTIONS ABOUT THESE POWERS, OBTAIN
COMPETENT LEGAL ADVICE. THIS DOCUMENT DOES NOT AUTHORIZE
ANYONE TO MAKE MEDICAL AND OTHER HEALTH-CARE DECISIONS FOR YOU.
YOU MAY REVOKE THIS POWER OF ATTORNEY IF YOU LATER WISH TO DO SO.
I, _____________________________ [YOUR FULL LEGAL NAME], residing at
___________________________________________________________________________
________ [YOUR FULL ADDRESS], hereby appoint
___________________________________ of _________________________,
_________________________, ___________________________________, as my Attorneyin-Fact ("Agent").
If my Agent is unable to serve for any reason, I designate
___________________________________, of _________________________,
_________________________, _________________________ __________, as my
successor Agent.
I hereby revoke any and all general powers of attorney that previously have been signed by
me. However, the preceding sentence shall not have the effect of revoking any powers of
attorney that are directly related to my health care that previously have been signed by me.
My Agent shall have full power and authority to act on my behalf. This power and authority
shall authorize my Agent to manage and conduct all of my affairs and to exercise all of my
legal rights and powers, including all rights and powers that I may acquire in the future. My
Agent's powers shall include, but not be limited to, the power to:
1. Open, maintain or close bank accounts (including, but not limited to, checking accounts,
savings accounts, and certificates of deposit), brokerage accounts, and other similar accounts
with financial institutions.
a. Conduct any business with any banking or financial institution with respect to any of my
accounts, including, but not limited to, making deposits and withdrawals, obtaining bank
statements, passbooks, drafts, money orders, warrants, and certificates or vouchers payable to
me by any person, firm, corporation or political entity.
b. Perform any act necessary to deposit, negotiate, sell or transfer any note, security, or draft
of the United States of America, including U.S. Treasury Securities.
c. Have access to any safe deposit box that I might own, including its contents.
2. Sell, exchange, buy, invest, or reinvest any assets or property owned by me. Such assets or
property may include income producing or non-income producing assets and property.
3. Purchase and/or maintain insurance, including life insurance upon my life or the life of
any other appropriate person.
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4. Take any and all legal steps necessary to collect any amount or debt owed to me, or to
settle any claim, whether made against me or asserted on my behalf against any other person
or entity.
5. Enter into binding contracts on my behalf.
6. Exercise all stock rights on my behalf as my proxy, including all rights with respect to
stocks, bonds, debentures, or other investments.
7. Maintain and/or operate any business that I may own.
8. Employ professional and business assistance as may be appropriate, including attorneys,
accountants, and real estate agents.
9. Sell, convey, lease, mortgage, manage, insure, improve, repair, or perform any other act
with respect to any of my property (now owned or later acquired) including, but not limited
to, real estate and real estate rights (including the right to remove tenants and to recover
possession). This includes the right to sell or encumber any homestead that I now own or
may own in the future.
10. Prepare, sign, and file documents with any governmental body or agency, including, but
not limited to, authorization to:
a. Prepare, sign and file income and other tax returns with federal, state, local, and other
governmental bodies.
b. Obtain information or documents from any government or its agencies, and negotiate,
compromise, or settle any matter with such government or agency (including tax matters).
c. Prepare applications, provide information, and perform any other act reasonably requested
by any government or its agencies in connection with governmental benefits (including
military and social security benefits).
11. Make gifts from my assets to members of my family and to such other persons or
charitable organizations with whom I have an established pattern of giving. However, my
Agent may not make gifts of my property to the Agent. I appoint
___________________________________, of _________________________,
_________________________, _________________________ __________, as my
substitute Agent for the sole purpose of making gifts of my property to my Agent, as
appropriate.
12. Transfer any of my assets to the trustee of any revocable trust created by me, if such trust
is in existence at the time of such transfer.
13. Disclaim any interest which might otherwise be transferred or distributed to me from any
other person, estate, trust, or other entity, as may be appropriate.
This Power of Attorney shall be construed broadly as a General Power of Attorney. The
listing of specific powers is not intended to limit or restrict the general powers granted in this
Power of Attorney in any manner.
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Any power or authority granted to my Agent under this document shall be limited to the
extent necessary to prevent this Power of Attorney from causing: (i) my income to be taxable
to my Agent, (ii) my assets to be subject to a general power of appointment by my Agent, and
(iii) my Agent to have any incidents of ownership with respect to any life insurance policies
that I may own on the life of my Agent.
My Agent shall not be liable for any loss that results from a judgment error that was made in
good faith. However, my Agent shall be liable for willful misconduct or the failure to act in
good faith while acting under the authority of this Power of Attorney.
I authorize my Agent to indemnify and hold harmless any third party who accepts and acts
under this document.
My Agent shall be entitled to reasonable compensation for any services provided as my
Agent. My Agent shall be entitled to reimbursement of all reasonable expenses incurred in
connection with this Power of Attorney.
My Agent shall provide an accounting for all funds handled and all acts performed as my
Agent, if I so request or if such a request is made by any authorized personal representative
or fiduciary acting on my behalf.
This Power of Attorney shall become effective immediately and shall not be affected by my
disability or lack of mental competence, except as may be provided otherwise by an
applicable state statute. This is a Durable Power of Attorney. This Power of Attorney shall
continue effective until my death. This Power of Attorney may be revoked by me at any time
by providing written notice to my Agent.
Dated ____________________, 20____ at _________________________,
_________________________.
YOUR SIGNATURE:
__________________________________
YOUR PRINTED FULL LEGAL NAME:
__________________________________
WITNESS' SIGNATURE:
WITNESS' SIGNATURE:
__________________________________
__________________________________
WITNESS' PRINTED FULL LEGAL NAME:
WITNESS' PRINTED FULL LEGAL NAME:
__________________________________
__________________________________
Acknowledgement:
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STATE OF _________________________
COUNTY OF _______________________
The foregoing instrument was acknowledged before me this _____ day of
____________________, 20____ by _____________________________ [YOUR FULL
LEGAL NAME], who is personally known to me or who has produced
________________________________ as identification.
_________________________________
Signature of person taking acknowledgment
_________________________________
Name typed, printed, or stamped
_________________________________
Title or rank
_________________________________
Serial number (if applicable)
This document was prepared by:
Name: ___________________________________
Address: ___________________________________
___________________________________
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ASSIGNMENT OF CONTRACT
TOP
FOR VALUE RECEIVED,____________________________, the undersigned Assignor
("Assignor") hereby assigns, transfers and sets over to ____________________________
("Assignee") all rights, title and interest held by the Assignor in and to the following
described contract:
The Assignor warrants and represents that said contract is in full force and effect and is fully
assignable.
The Assignee hereby assumes and agrees to perform all the remaining and executory
obligations of the Assignor under the contract and agrees to indemnify and hold the Assignor
harmless from any claim or demand resulting from non-performance by the Assignee.
The Assignee shall be entitled to all monies remaining to be paid under the contract, which
rights are also assigned hereunder.
The Assignor warrants that the contract is without modification, and remains on the terms
contained.
The Assignor further warrants that it has full right and authority to transfer said contract and
that the contract rights herein transferred are free of lien, encumbrance or adverse claim.
This assignment shall be binding upon and inure to the benefit of the parties, their successors
and assigns.
Signed this _________ day of ______________________________, 20_____.
____________________________
Assignor's Signature
____________________________
Assignor's Printed Name
____________________________
Assignee's Signature
____________________________
Assignee's Printed Name
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ASSIGNMENT OF ASSETS
TOP
AGREEMENT entered into by and between
_______________________________________, hereinafter referred to as "Stockholder" and
_______________________________________, hereinafter referred to as "Corporation."
WITNESSETH:
WHEREAS, the Corporation was lawfully formed by Articles of Incorporation filed with the
Secretary of State of ___________________; and
WHEREAS, Certain assets must be lawfully transferred to the Corporation so the
Corporation may be capitalized; and
WHEREAS, Stockholder wishes to transfer certain assets, as specified on Exhibit A,
attached, to the Corporation; and
WHEREAS, the Corporation wishes to acquire certain assets, as specified on Exhibit A,
attached, from Stockholder.
IT IS HEREBY AGREED, for and in consideration of the mutual covenants and
agreements hereinafter entered into, as follows:
1. Stockholder herewith transfers and assigns to the Corporation those assets specified on
Exhibit A, attached.
2. The Corporation herewith issues to Stockholder ____________________________
[quantity] shares of stock in the Corporation, par value $_____________________ per
share, in consideration of the abovementioned transfer and assignment of assets.
AGREEMENT made on this ______ day of ____________________, 20_____.
______________________________ ______________________________
Stockholder’s Printed Name
Stockholder’s Signature
______________________________ ______________________________
Corporation Representative’s Printed Name
Corporation Representative’s Signature
______________________________ ______________________________
Witness #1’s Printed Name
Witness #1’s Signature
______________________________ ______________________________
Witness #2’s Printed Name
Witness #2’s Signature
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GENERAL ASSIGNMENT
TOP
AGREEMENT entered into by and between _________________________________, hereinafter
referred to as "Assignor" and ___________________________________, hereinafter referred to
as "Assignee," on this _____ day of _____________________, 20____.
FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, Assignor hereby unconditionally
and irrevocably assigns, grants, and transfers all rights, title, interest, and obligation in, to and
under the following to Assignee:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________.
The Assignor hereby warrants and represents that the Assignor possesses full right and authority
to enter into this Agreement and to transfer the aforementioned rights, title, interest and
obligation.
The Assignor warrants and represents that the aforementioned rights, title, interest and benefits
are free from all liens, encumbrances, or adverse claims.
The assignment shall be binding upon and inure to the benefit Assignor and Assignee, and to
their successors, assigns, and personal representatives.
Signed this _____ day of ___________________, 20_____.
_______________________________
Assignor’s Printed Name
____________________________
Assignor’s Signature
_______________________________
Assignee’s Printed Name
____________________________
Assignee’s Signature
_______________________________
Witness 1’s Printed Name
____________________________
Witness 1’s Signature
_______________________________
Witness 2’s Printed Name
____________________________
Assignee 2’s Signature
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ASSIGNMENT OF MORTGAGE
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For and in consideration of ____________________________ Dollars ($_____), the receipt
of which is hereby acknowledged, ______________________________________ of
______________________________, hereby grants, assigns and transfers to
______________________________________, of ____________________________, that
certain mortgage executed by ____________________________, dated _____________,
20_____, and recorded in the office of the ______________________________________ of
__________________ County, State of _______________ in Book of Mortgage, at page
_______, together with the note described therein and the money to become due thereon with
the interest provided therein.
IN WITNESS WHEREOF, ____________________________ the undersigned has executed
this assignment on _____________, 20_____.
____________________________
Signature
STATE OF _____________
COUNTY OF _____________
On __________________________ before me,
_____________________________________ personally appeared
_______________________________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature: __________________________
Affiant _____Known _____Unknown
ID Produced_____________________
(Seal)
NOTICE OF ASSIGNMENT
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TOP
Date: ___________________
To:
Dear
You are hereby notified that on ____________________, 20______, we have assigned and
transferred to _________________________________ the following ________________
existing between us:
Please direct any further correspondence (or payments, if applicable) to them at the following
address:
_______________________________________
_______________________________________
_______________________________________
Please contact us should you have any questions, and we thank you for your cooperation.
Very truly,
____________________________________
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Petition for Change of Name of Adult
TOP
State of Alaska
County of ________________
Court _____________________________
Docket No. ________________________
Name of
In re: Change of Name of Adult
Petitioner:_____________________________
From: _____________________________
To: _______________________________
Petitioner makes the following declaration:
1. Birth Date and Place: Petitioner was born on _______________________,
______ in ________________________ [city], ________________________
[county], ________________________ [state]. A certified copy of petitioner's birth
certificate is attached to this petition.
2. Birth Name: Petitioner was named
____________________________________________ at birth, and as of the date of
this petition, the Petitioner has always been known by that name, with the following
exceptions, if any:
___________________________________________________________________
__________
___________________________________________________________________
__________
___________________________________________________________________
__________
[list all legal names previously held].
3. Residence: Petitioner resides at _______________________ [insert residential
address] and has lived at this address for ________ [insert length of time in months
or years at this address].
4. Petitioner's Parents: The father of the Petitioner is named
______________________________________________, and he resides at
___________________________________________________________________
__________ [insert residential address of father]. The mother of the Petitioner is
named ______________________________________________, and she resides
at
___________________________________________________________________
__________ [insert residential address of mother].
5. Reason for Name Change: Petitioner seeks to change his or her name to
______________________________________________ and offers the following
reason(s) for seeking to do so:
___________________________________________________________________
__________
___________________________________________________________________
__________
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___________________________________________________________________
__________.
6. Legal and Creditor Status: Petitioner does not have any outstanding judgments,
has never been convicted of a crime, and is not involved in any pending legal
actions.
7. Additional Declarations: In addition to the foregoing statements, the Petitioner
further declares:
___________________________________________________________________
__________
___________________________________________________________________
__________
___________________________________________________________________
__________
[insert additional declarations, if any].
NOW, THEREFORE, the Petitioner requests that the court order the Petitioner's
name changed as follows:
From: ____________________________________________
To: ______________________________________________
Verification
I, ______________________________________________[name of Petitioner],
affirm under penalty of perjury that I am the Petitioner in the foregoing Petition to
Change Name of Adult and that all statements in this Petition are accurate to the
best of my knowledge.
_____________________________________________
Petitioner's Signature
_________________
Date
_____________________________________________
Petitioner's Address, Line 1
_____________________________________________
Petitioner's Address, Line 2
Subscribed and sworn to before me on this ____ day of __________________,
20_____.
__________________________________
Notary
Power of Attorney by Husband and Wife
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TOP
We, _________ and _________, husband and wife, who reside at _________[street
address], in the city of _________, county of _________, state of _________ do constitute
and appoint _________, who resides at _________[street address], in the city of
_________, county of _________, state of _________, our true and lawful attorney in fact,
for us in our name, place, and stead to do all or any of the following:
1. To exercise, do, or perform any act, right, power, duty, or obligation whatsoever that we
now have or may acquire the legal right, power, or capacity to exercise, do, or perform in
connection with, arising out of, or relating to any person, item, thing, transaction, business
property, real or personal, tangible or intangible, or matter whatsoever.
2. To ask, demand, sue for, recover, collect, receive, and hold and possess all such sums of
money, debts, dues, bonds, notes, checks, drafts, accounts, deposits, legacies, bequests,
devises, interests, dividends, stock certificates, certificates of deposit, annuities, pension and
retirement benefits, insurance benefits and proceeds, documents of title, choses in action,
personal and real property, intangible and tangible property and property rights, and demands
whatsoever, liquidated or unliquidated, as are now, or shall hereafter become due, owing,
payable, owned, or belonging to or by us or in which we have or may acquire an interest, and
to have, use, and take all lawful ways and means and legal and equitable remedies,
procedures, and writs in our names for the collection and recovery of them, and to
compromise, settle, and agree for the same, and to make, execute, and deliver for us and in
our names all indorsements, acquittances, releases, receipts, or other sufficient discharges for
the same.
3. To bargain, contract, and agree for; to purchase, receive, and take possession of; and to
lease, let, demise, transfer, sell, exchange, assign, convey, encumber, and hypothecate lands,
tenements, and hereditaments of whatever kind and nature, or any interest in them, on such
terms and conditions, and under such covenants, as he [or she] shall deem fit.
4. To enter upon and take possession of such lands, buildings, tenements, and other
structures, or parts of them, and collect and receive the rents, profits, or income from them,
and to manage, repair, alter, or reconstruct all such buildings or structures.
5. To bargain and agree for; to buy, sell, exchange, mortgage, and hypothecate; and to deal in
or with, goods, wares, merchandise, choses in action, and any other property in possession or
in action, or any interest in them.
6. To execute, sign, indorse, acknowledge, and deliver deeds, leases, assignments, transfers,
covenants, agreements, hypothecations, mortgages, deeds of trust, reconveyances, releases
and satisfactions of mortgages, judgments, and other debts, escrow instructions, notices,
receipts, commercial paper, investment securities, bills of lading, warehouse receipts and
other documents of title, security agreements and evidences of debt, and such other
instruments in writing of whatever kind and nature as he [or she] may deem necessary and
proper.
7. To insure or cause insurance to be taken on buildings, structures, goods, merchandise, and
other commodities, or any part of them, at premiums and for any risk as he [or she] may
deem proper.
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The undersigned give and grant to the attorney in fact named full power and authority to do
and perform every act and thing required or proper to be done in the exercise of any of the
rights and powers granted, as fully to all intents and purposes as we might or could do if
personally present, with full power of substitution or revocation and with full authority to
deal with any property authorized whether held by us or either of us separately, severally, or
jointly, ratifying and confirming all that our attorney in fact, or his [or her] substitute or
substitutes, shall lawfully do or cause to be done by virtue of the authority granted here.
This instrument is to be construed and interpreted as a general power of attorney. The
enumeration of specific items, acts, rights, or powers here does not limit or restrict, and is not
to be construed or interpreted as limiting or restricting, the general powers granted here.
The rights, powers, and authority of the attorney in fact to exercise any and all of the rights
and powers granted shall commence and be in full force and effect on [Date], and such rights,
powers, and authority shall remain in full force and effect thereafter until _________[specify
length of time, date of termination, contingency on which powers terminate, or method
of termination such as by written notice].
In witness, we have duly executed this instrument [Date].
________________________________
Signature of Wife
_____________________
Date
________________________________
Signature of Husband
_____________________
Date
________________________________
Signature of Witness
_____________________
Date
________________________________
Signature of Witness
_____________________
Date
STATE OF __________, COUNTY OF _________________________, ss:
The foregoing instrument was acknowledged before me this _____ day of
____________________, 20____ by [YOUR FULL LEGAL NAME], who is personally
known to me or who has produced ________________________________ as identification.
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_________________________________
Signature of person taking acknowledgment
_________________________________
Name typed, printed, or stamped
_________________________________
Title or rank
_________________________________
Serial number (if applicable)
This document was prepared by:
Name: ___________________________________
Address: ___________________________________
___________________________________
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TOP
SECURITY AGREEMENT
This SECURITY AGREEMENT is made on this ______ day of ______, 20_____ between
_________________, _________________, __________________ ("Debtor"), and
______________, __________________, ___________,________________ ("Secured
Party").
1. SECURITY INTEREST. Debtor grants to Secured Party a security interest in all
inventory, equipment, appliances, furnishings, and fixtures now or hereafter placed upon the
premises known as _________________, located at _____________, ________________
(the "Premises") or used in connection therewith and in which Debtor now has or hereafter
acquires any right and the proceeds therefrom. As additional collateral, Debtor assigns to
Secured Party, a security interest in all of its right, title, and interest to any trademarks, trade
names, contract rights, and leasehold interests in which Debtor now has or hereafter acquires.
The Security Interest shall secure the payment and performance of Debtor's promissory note
of even date herewith in the principal amount of _________________ ($___________)
Dollars and the payment and performance of all other liabilities and obligations of Debtor to
Secured Party of every kind and description, direct or indirect, absolute or contingent, due or
to become due now existing or hereafter arising.
2. COVENANTS. Debtor hereby warrants and covenants: (a) The collateral will be kept at
______________, _____________________, _______________; and that the collateral will
not be removed from the Premises other than in the ordinary course of business. (b) The
Debtor's place of business is _____________, ________________. ____________________,
and Debtor will immediately notify Secured Party in writing of any change in or
discontinuance of Debtor's place of business. (c) The parties intend that the collateral is and
will at all times remain personal property despite the fact and irrespective of the manner in
which it is attached to realty. (d) The Debtor will not sell, dispose, or otherwise transfer the
collateral or any interest therein without the prior written consent of Secured Party, and the
Debtor shall keep the collateral free from unpaid charges (including rent), taxes, and liens. (e)
The Debtor shall execute alone or with Secured Party any Financing Statement or other
document or procure any document, and pay the cost of filing the same in all public offices
wherever filing is deemed by Secured Party to be necessary. (f) Debtor shall maintain
insurance at all times with respect to all collateral against risks of fire, theft, and other such
risks and in such amounts as Secured Party may require. The policies shall be payable to both
the Secured Party and the Debtor as their interests appear and shall provide for ten (10) days
written notice of cancellation to Secured Party. (g) The Debtor shall make all repairs,
replacements, additions, and improvements necessary to maintain any equipment in good
working order and condition. At its option, Secured Party may discharge taxes, liens, or other
encumbrances at any time levied or placed on the collateral, may pay rent or insurance due
on the collateral and may pay for the maintenance and preservation of the collateral. Debtor
agrees to reimburse Secured Party on demand for any payment made, or any expense
incurred by Secured Party pursuant to the foregoing authorization.
3. DEFAULT. The Debtor shall be in default under this Agreement upon the happening of
any of the following: (a) any misrepresentation in connection with this Agreement on the part
of the Debtor. (b) any noncompliance with or nonperformance of the Debtor's obligations
under the Note or this Agreement. (c) if Debtor is involved in any financial difficulty as
evidenced by (i) an assignment for the benefit of creditors, or (ii) an attachment or
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receivership of assets not dissolved within thirty (30) days, or (iii) the institution of
Bankruptcy proceedings, whether voluntary or involuntary, which is not dismissed within
thirty (30) days from the date on which it is filed. Upon default and at any time thereafter,
Secured Party may declare all obligations secured hereby immediately due and payable and
shall have the remedies of a Secured Party under the Uniform Commercial Code. Secured
Party may require the Debtor to make it available to Secured Party at a place which is
mutually convenient. No waiver by Secured Party of any default shall operate as a waiver of
any other default or of the same default on a future occasion. This Agreement shall inure to
the benefit up and bind the heirs, executors, administrators, successors, and assigns of the
parties. This Agreement shall have the effect of an instrument under seal.
By:
______________________________________________
Date:______________
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GUARANTY
TOP
FOR GOOD CONSIDERATION, and as an inducement for____________________
(Creditor), to extend credit to ________________________ (Customer), it is hereby agreed
that the undersigned does hereby guaranty to Creditor the prompt, punctual and full payment
of all monies now or hereinafter due Creditor from Customer.
Until termination, this guaranty is unlimited as to amount or duration and shall remain in full
force and effect notwithstanding any extension, compromise, adjustment, forbearance,
waiver, release or discharge of any party obligor or guarantor, or release in whole or in part
of any security granted for said indebtedness or compromise or adjustment thereto, and the
undersigned waives all notices thereto.
The obligations of the undersigned shall be at the election of Creditor, shall be primary and
not necessarily secondary, and Creditor shall not be required to exhaust its remedies as
against Customer prior to enforcing its rights under this guaranty against the undersigned.
The guaranty hereunder shall be unconditional and absolute and the undersigned waive all
rights of subrogation and set-off until all sums under this guaranty are fully paid. The
undersigned further waives all suretyship defenses or defenses in the nature thereof,
generally.
In the event payments due under this guaranty are not punctually paid upon demand, then the
undersigned shall pay all reasonable costs and attorney's fees necessary for collection, and
enforcement of this guaranty.
If there are two or more guarantors to this guaranty, the obligations shall be joint and several
and binding upon and inure to the benefit of the parties, their successors, assigns and personal
representatives.
The guaranty may be terminated by any guarantor upon fifteen (15) days written notice of
termination, mailed certified mail, return receipt requested to the Creditor. Such termination
shall extend only to credit extended beyond said fifteen (15) day period and not to prior
extended credit, or goods in transit received by Customer beyond said date, or for special
orders placed prior to said date notwithstanding date of delivery. Termination of this guaranty
by any guarantor shall not impair the continuing guaranty of any remaining guarantors of said
termination.
Each of the undersigned warrants and represents it has full authority to enter into this
guaranty.
This guaranty shall be binding upon and inure to the benefit of the parties, their successors,
assigns and personal representatives.
This guaranty shall be construed and enforced under the laws of the State of
_______________________________.
Signed this_____ day of __________, 20____.
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In the presence of:
______________________________
Witness
______________________________
Guarantor
______________________________
Witness
______________________________
Guarantor
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DEMAND FOR PAYMENT
TOP
Date:___________________________________
To:_____________________________________
Dear ______________________________:
Please be advised that your account with ____________________________________________
remains seriously overdue in the amount of
____________________________________________ DOLLARS ($____________), despite our
numerous efforts to resolve the matter of your past due account.
This letter shall serve as your final notice before pursuing further legal means for collection of
your overdue account. Unless we receive payment in the amount of
____________________________________________ DOLLARS ($____________) within
________________ (_____) days of the date of this notice, we shall be forced to immediately
turn your account over for collection.
In order to avoid the additional costs of added interest, collection fees, and/or court costs, and to
help preserve your credit rating, we suggest that you resolve this matter by immediate, full
payment.
Sincerely,
____________________________________
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TOP
DISPUTED ACCOUNT SETTLEMENT
Settlement Agreement by and between ____________________________________ of
____________________________________ (Creditor) and
____________________________________ of ____________________________________
(Debtor).
Whereas, Creditor asserts to hold certain claim against Debtor in the amount of $__________
arising from the below described transaction:
And whereas, Debtor disputes said claim, and denies said debt is due.
And whereas, the parties desire to resolve and forever settle and adjust said claim.
Now, therefore, Debtor agrees to pay to Creditor and Creditor agrees to accept from Debtor
simultaneous herewith, the sum of _______________________ $__________ in full
payment, settlement, satisfaction, discharge and release of said claim and in release of any
further claims thereto. Creditor acknowledges that there shall be no adverse report filed
against Debtor with any credit bureau.
This agreement shall be binding upon and inure to the benefit of the parties, their successors,
assigns and personal representatives.
Signed this _____ day of _______________________, 20_______.
Witnesseth:
______________________________
Witness
______________________________
Creditor
______________________________
Witness
______________________________
Debtor
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PROPERTY MANAGEMENT AGREEMENT
TOP
This Agreement is made and entered into this _____ day of ____________, 20____ between
________________________________ (Owner) and ________________________________
(Manager).
Owner employs the services of Manager to manage, operate, control, rent and lease the following
described property:
______________________________________________________________.
Responsibilities of Manager. Owner hereby appoints Manager as his lawful agent and attorneyin-fact with full authority to do any and all lawful things necessary for the fulfillment of this
Agreement, including the following:
A. Collection and Disbursement. Manager agrees to collect all rents as they become due; to
render to Owner a monthly accounting of rents received and expenses paid; and to remit to
Owner all income, less any sums paid out. Manager agrees to collect the rents from the tenant
and to disburse funds by ordinary mail or as instructed by the Owner on or before the 10 th day of
the current month, provided, however, that the rent has been received from the tenant.
B. Maintenance and Labor. Manager agrees to decorate, to maintain, and to repair the property
and to hire and to supervise all employees and other needed labor.
C. Advertisement and Legal Proceedings. Manager agrees to advertise for tenants, screen
tenants and select tenants of suitable credit worthiness. Manager will set rents that in the opinion
of the Manager at the time of the rent negotiations with the tenant, reflect the market conditions of
that time and approximate rents of comparable rental properties, unless expressly instructed in
writing by the Owner to the Manager to the contrary, as to the amount of the initial rent and any
subsequent increases as may from time to time be appropriate. Manager agrees to rent and to
lease the property; to sign, renew and to cancel rental agreements and leases for the property or
any part thereof; to sue and recover for rent and for loss or damage to any part of the property
and/or furnishings thereof; and, when expedient, to compromise, settle and release any such
legal proceedings or lawsuits.
Liability of Manager. Owner hereby agrees to hold Manager harmless from, and to defend
Manager against, any and all claims, charges, debts, demands and lawsuits. Owner agrees to
pay Manager’s attorney's fees related to Manager’s management of the herein-described
property and any liability for injury on or about the property which may be suffered by any
employee, tenant or guest upon the property. Owner agrees to maintain sufficient and prudent all
risks property insurance and that the Manager shall be an additionally named insured. Owner
shall provide a copy of such insurance policy to the Manager for the Manager's records.
Compensation of Manager. Owner agrees to compensate Manager as follows. Owner agrees
to pay the Manager an amount equal to fifty (50%) percent of the first full month’s rent as a fee for
acquiring, screening, and renting the premises; and further agrees to ten (10%) percent of all
rents collected, (minimum $40.00 per month), as a fee for managing the property; which fees,
plus any repair expenses, may be deducted by the Manager from rents, and further agrees to
abide by the conditions set forth by the Manager to the tenant on the Owner’s behalf.
Term of Agreement. This Agreement shall be effective as of the _____ day of ____________,
20____ and shall expire on the _____ day of ____________, 20____. Upon expiration of the
above initial term, this Agreement shall automatically be renewed and extended for a like period
of time unless terminated in writing by either party by providing written notice _____ days prior to
the date for such renewal. This Agreement may also be terminated by mutual agreement of the
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parties at any time. Upon termination Owner shall pay to Manager any fees, commissions and
expenses due Manager under terms of this Agreement, which are owing to Manager. In the event
of the premises not renting within a 90-day period of entering into this agreement, or of a vacancy
continuing for a period of longer than 90 days, Owner reserves the right to declare this agreement
void.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of Manager and the heirs, administrators, successors, and assigns of the
Owner. Notwithstanding the preceding sentence, Manager shall not assign its interest under this
Agreement except in connection with the sale of all or substantially all of the assets of its
business. In the event of such sale, Manger shall be released from all liability under this
Agreement upon the express assumption of such liability by its assignee.
This document represents the entire Agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement on the date first
above written.
____________________________________
Owner
____________________________________
Manager
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PARTNERSHIP AGREEMENT
TOP
This PARTNERSHIP AGREEMENT is made on ____________, 20__ between
__________________________________________ and
__________________________________________.
1. NAME AND BUSINESS. The parties hereby form a partnership under the name of
__________________________________________ to conduct a
__________________________________________. The principal office of the business
shall be in _______________________.
2. TERM. The partnership shall begin on ________________, 20____, and shall continue
until terminated as herein provided.
3. CAPITAL. The capital of the partnership shall be contributed in cash by the partners as
follows: A separate capital account shall be maintained for each partner. Neither partner shall
withdraw any part of his capital account. Upon the demand of either partner, the capital
accounts of the partners shall be maintained at all times in the proportions in which the
partners share in the profits and losses of the partnership.
4. PROFIT AND LOSS. The net profits of the partnership shall be divided equally between
the partners and the net losses shall be borne equally by them. A separate income account
shall be maintained for each partner. Partnership profits and losses shall be charged or
credited to the separate income account of each partner. If a partner has no credit balance in
his income account, losses shall be charged to his capital account.
5. SALARIES AND DRAWINGS. Neither partner shall receive any salary for services
rendered to the partnership. Each partner may, from time to time, withdraw the credit balance
in his income account.
6. INTEREST. No interest shall be paid on the initial contributions to the capital of the
partnership or on any subsequent contributions of capital.
7. MANAGEMENT DUTIES AND RESTRICTIONS. The partners shall have equal rights
in the management of the partnership business, and each partner shall devote his entire time
to the conduct of the business. Without the consent of the other partner neither partner shall
on behalf of the partnership borrow or lend money, or make, deliver, or accept any
commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase
or contract to purchase, or sell or contract to sell any property for or of the partnership other
than the type of property bought and sold in the regular course of its business.
8. BANKING. All funds of the partnership shall be deposited in its name in such checking
account or accounts as shall be designated by the partners. All withdrawals are to be made
upon checks signed by either partner.
9. BOOKS. The partnership books shall be maintained at the principal office of the
partnership, and each partner shall at all times have access thereto. The books shall be kept
on a fiscal year basis, commencing _____________________ and ending
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_____________________, and shall be closed and balanced at the end of each fiscal year. An
audit shall be made as of the closing date.
10. VOLUNTARY TERMINATION. The partnership may be dissolved at any time by
agreement of the partners, in which event the partners shall proceed with reasonable
promptness to liquidate the business of the partnership. The partnership name shall be sold
with the other assets of the business. The assets of the partnership business shall be used and
distributed in the following order: (a) to pay or provide for the payment of all partnership
liabilities and liquidating expenses and obligations; (b) to equalize the income accounts of the
partners; (c) to discharge the balance of the income accounts of the partners; (d) to equalize
the capital accounts of the partners; and (e) to discharge the balance of the capital accounts of
the partners.
11. DEATH. Upon the death of either partner, the surviving partner shall have the right
either to purchase the interest of the decedent in the partnership or to terminate and liquidate
the partnership business. If the surviving partner elects to purchase the decedent's interest, he
shall serve notice in writing of such election, within three months after the death of the
decedent, upon the executor or administrator of the decedent, or, if at the time of such
election no legal representative has been appointed, upon any one of the known legal heirs of
the decedent at the last-known address of such heir. (a) If the surviving partner elects to
purchase the interest of the decedent in the partnership, the purchase price shall be equal to
the decedent's capital account as at the date of his death plus the decedent's income account
as at the end of the prior fiscal year, increased by his share of partnership profits or decreased
by his share of partnership losses for the period from the beginning of the fiscal year in which
his death occurred until the end of the calendar month in which his death occurred, and
decreased by withdrawals charged to his income account during such period. No allowance
shall be made for goodwill, trade name, patents, or other intangible assets, except as those
assets have been reflected on the partnership books immediately prior to the decedent's death;
but the survivor shall nevertheless be entitled to use the trade name of the partnership. (b)
Except as herein otherwise stated, the procedure as to liquidation and distribution of the
assets of the partnership business shall be the same as stated in paragraph 10 with reference
to voluntary termination.
12. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement,
or the breach hereof, shall be settled by arbitration in accordance with the rules, then
obtaining, of the American Arbitration Association, and judgment upon the award rendered
may be entered in any court having jurisdiction thereof.
Executed this ______________ day of _________________, 20_____ in
_____________________ [city], _____________________ [state].
_______________________________________________________
_______________________________________________________
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LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
TOP
First: The name of the limited liability company is _____________________________.
Second: The address of its registered office in the state of _________________ is
________________________________________________________________ in the City of
____________________. The name of its registered agent at such address is
________________________________.
Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.)
The latest date on which the limited liability company is to dissolve is ______________.
Fourth: The company shall be managed by [choose one:] _______ Manager(s) OR _______
Members. The names and addresses of manager(s) or members are as follows:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Fifth: The members or managers [choose one:] _________ have OR _________ have not
addressed additional matters. If additional matters are addressed in attached pages, the number
of additional pages attached is: ________.
Sixth: Certificate of Acceptance of Appointment of Resident Agent:
I, ____________________________________________, hereby accept appointment as
Resident Agent for the above named limited liability company.
__________________________________
Signature of Resident Agent
__________________________________
Date
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LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
TOP
FOR
_______________________________________
[Insert Name of LLC]
A Manager-Managed Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) is made
and entered into this _________________ day of ________________, 20___ by:
[insert name(s) of Manager(s)]
_______________________________________________________________________
_______________________________________________________________________
and each individual or business entity later subsequently admitted to the Company. These
individuals and/or business entities shall be known as and referred to as "Members" and
individually as a "Member."
[Insert Member names]
As of this date the Members, through their agent, ________________,
___________________ have formed the __________________ Limited Liability
Company named above under the laws of the State of Alabama. Accordingly, in consideration of
the conditions contained herein, they agree as follows:
ARTICLE I
Company Formation and Registered Agent
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1.1 FORMATION. The Members hereby form a Limited Liability Company
("Company") subject to the provisions of the Limited Liability Company Act as
currently in effect as of this date. A Certificate of Formation shall be filed with
the Secretary of State.
1.2 NAME. The name of the Company shall be:
______________________________, L.L.C.
1.3 REGISTERED OFFICE AND AGENT. The location of the registered office of
the Company shall be:
1.4 TERM. The Company shall continue for a period [insert term length]
________________ unless dissolved by:
____________________________________________________________.
(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent
vote for dissolution; or (b) Any event which makes it unlawful for the business of
the Company to be carried on by the Members; or
(c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the
occurrence of any other event that terminates the continued membership of a
Member of the Company; or
(d) Any other event causing a dissolution of a Limited Liability Company under
the laws of the State of Alabama.
1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of
ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there
are at least two remaining Members, said remaining Members shall have the
right to continue the business of the Company. Such right can be exercised only
by the unanimous vote of the remaining Members within ninety (90) days after
the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the
right of the Members to continue the business of the Company shall expire.
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1.6 BUSINESS PURPOSE. The purpose of the Company is to engage in any
lawful act or activity for which a Limited Liability Company may be formed under
the Limited Liability statutes of the State of Alabama.
1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of
business of the Company shall be:
[insert principal place of business address]
or at such other place as the Managers from time to time select.
1.8 THE MEMBERS. The name and place of residence of each member are
contained in Exhibit 2 attached to this Agreement.
1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly
provided in the Agreement, no additional members may be admitted to the
Company through issuance by the company of a new interest in the Company
without the prior unanimous written consent of the Members.
ARTICLE 2
Capital Contributions
2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the
Company capital as described in Exhibit 3 attached to this Agreement. The
agreed value of such property and cash is $ [insert amount] ___________.
2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no
Member shall be obligated to make any additional contribution to the Company's
capital.
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ARTICLE 3
Profits, Losses and Distributions
3.1 PROFITS/LOSSES. For financial accounting and tax purposes the
Company's net profits or net losses shall be determined on an annual basis and
shall be allocated to the Members in proportion to each Member's relative capital
interest in the Company as set forth in Exhibit 2 as amended from time to time in
accordance with Treasury Regulation 1.704-1.
3.2 DISTRIBUTIONS. The Members shall determine and distribute available
funds annually or at more frequent intervals as they see fit. Available funds, as
referred to herein, shall mean the net cash of the Company available after
appropriate provision for expenses and liabilities, as determined by the
Managers. Distributions in liquidation of the Company or in liquidation of a
Member's interest shall be made in accordance with the positive capital account
balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a
Member shall have a negative capital account balance, there shall be a qualified
income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
ARTICLE 4
Management
4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of
each Manager is attached as Exhibit 1 of this Agreement. By a vote of the
Members holding a majority of the capital interests in the Company, as set forth
in Exhibit 2 as amended from time to time, shall elect so many Managers as the
Members determine, but no fewer than one, with one Manager elected by the
Members as Chief Executive Manager.
4.2 MEMBERS. The liability of the Members shall be limited as provided under
the laws of the Alabama Limited Liability statutes. Members that are not
Managers shall take no part whatever in the control, management, direction, or
operation of the Company's affairs and shall have no power to bind the
Company. The Managers may from time to time seek advice from the Members,
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but they need not accept such advice, and at all times the Managers shall have
the exclusive right to control and manage the Company. No Member shall be
an agent of any other Member of the Company solely by reason of being a
Member.
4.3 POWERS OF MANAGERS. The Managers are authorized on the
Company's behalf to make all decisions as to (a) the sale, development lease or
other disposition of the Company's assets; (b) the purchase or other acquisition
of other assets of all kinds; (c) the management of all or any part of the
Company's assets; (d) the borrowing of money and the granting of security
interests in the Company's assets; (e) the pre-payment, refinancing or extension
of any loan affecting the Company's assets; (f ) the compromise or release of any
of the Company's claims or debts; and, (g) the employment of persons, firms or
corporations for the operation and management of the company's business. In
the exercise of their management powers, the Managers are authorized to
execute and deliver (a) all contracts, conveyances, assignments leases, subleases, franchise agreements, licensing agreements, management contracts and
maintenance contracts covering or affecting the Company's assets; (b) all
checks, drafts and other orders for the payment of the Company's funds; (c) all
promissory notes, loans, security agreements and other similar documents; and,
(d) all other instruments of any other kind relating to the Company's affairs,
whether like or unlike the foregoing.
4.4 CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall have
primary responsibility for managing the operations of the Company and for
effectuating the decisions of the Managers.
4.5 NOMINEE. Title to the Company's assets shall be held in the Company's
name or in the name of any nominee that the Managers may designate. The
Managers shall have power to enter into a nominee agreement with any such
person, and such agreement may contain provisions indemnifying the nominee,
except for his willful misconduct.
4.6 COMPANY INFORMATION. Upon request, the Managers shall supply to
any member information regarding the Company or its activities. Each Member
or his authorized representative shall have access to and may inspect and copy
all books, records and materials in the Manager's possession regarding the
Company or its activities. The exercise of the rights contained in this ARTICLE
4.6 shall be at the requesting Member's expense.
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4.7 EXCULPATION. Any act or omission of the Managers, the effect of which
may cause or result in loss or damage to the Company or the Members if done in
good faith to promote the best interests of the Company, shall not subject the
Managers to any liability to the Members.
4.8 INDEMNIFICATION. The Company shall indemnify any person who was or
is a party defendant or is threatened to be made a party defendant, pending or
completed action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Company) by reason of
the fact that he is or was a Member of the Company, Manager, employee or
agent of the Company, or is or was serving at the request of the Company, for
instant expenses (including attorney's fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the Members determine that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of the
Company, and with respect to any criminal action proceeding, has no reasonable
cause to believe his/her conduct was unlawful. The termination of any action,
suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of
"no lo Contendere" or its equivalent, shall not in itself create a presumption that
the person did or did not act in good faith and in a manner which he reasonably
believed to be in the best interest of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was lawful.
4.9 RECORDS. The Managers shall cause the Company to keep at its principal
place of business the following:
(a) a current list in alphabetical order of the full name and the last known street
address of each Member;
(b) a copy of the Certificate of Formation and the Company Operating Agreement
and all amendments;
(c) copies of the Company's federal, state and local income tax
returns and reports, if any, for the three most recent years;
(d) copies of any financial statements of the limited liability company for the three
most recent years.
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ARTICLE 5
Compensation
5.1 MANAGEMENT FEE. Any Manager rendering services to the Company
shall be entitled to compensation commensurate with the value of such services.
5.2 REIMBURSEMENT. The Company shall reimburse the Managers or
Members for all direct out-of-pocket expenses incurred by them in managing the
Company.
ARTICLE 6
Bookkeeping
6.1 BOOKS. The Managers shall maintain complete and accurate books of
account of the Company's affairs at the Company's principal place of business.
Such books shall be kept on such method of accounting as the Managers shall
select. The company's accounting period shall be the calendar year.
6.2 MEMBER'S ACCOUNTS. The Managers shall maintain separate capital and
distribution accounts for each member. Each member's capital account shall be
determined and maintained in the manner set forth in Treasury Regulation 1.704l(b)(2)(iv) and shall consist of his initial capital contribution increased by:
(a) any additional capital contribution made by him/her;
(b) credit balances transferred from his distribution account to his capital account;
and decreased by:
(a) distributions to him/her in reduction of Company capital;
(b) the Member's share of Company losses if charged to his/her capital account.
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6.3 REPORTS. The Managers shall close the books of account after the close of
each calendar year, and shall prepare and send to each member a statement of
such Member's distributive share of income and expense for income tax reporting
purposes.
ARTICLE 7
Transfers
7.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or
otherwise dispose of all or any part of his interest in the Company, such Member
shall first make a written offer to sell such interest to the other Members at a
price determined by mutual agreement. If such other Members decline or fail to
elect such interest within thirty (30) days, and if the sale or assignment is made
and the Members fail to approve this sale or assignment unanimously then,
pursuant to the Alabama Limited Liability statutes, the purchaser or assignee
shall have no right to participate in the management of the business and affairs
of the Company. The purchaser or assignee shall only be entitled to receive the
share of the profits or other compensation by way of income and the return of
contributions to which that Member would otherwise be entitled.
Signed and Agreed this ________ day of _______________ 20____.
Member____________________
Member__________________________
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
FOR ________________________________, L.L.C.
LISTING OF MANAGERS
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By a majority vote of the Members the following Managers were elected to
operate the Company pursuant to ARTICLE 4 of the Agreement:
_____________________________
Chief Executive Manager
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 1
_____________________________
Address Line 2
_____________________________
Address Line 2
_____________________________
Title:
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 1
_____________________________
Address Line 2
_____________________________
Address Line 2
_____________________________
Title:
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 1
_____________________________
Address Line 2
_____________________________
Address Line 2
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_____________________________
Title:
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 1
_____________________________
Address Line 2
_____________________________
Address Line 2
The above listed Manager(s) will serve in their capacities until they are removed
for any reason by a majority vote of the Members as defined by ARTICLE 4 or
upon their voluntary resignation.
Signed and Agreed this ___________ day of ______________, 20__.
_____________________________
Member
_____________________________
Member
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
FOR ________________________________, L.L.C.
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LISTING OF MEMBERS
As of the ______ day of _____________, 20__ the following is a list
of Members of the Company:
NAME:
ADDRESS:
_______________________
______________________________
______________________________
______________________________
_______________________
______________________________
______________________________
______________________________
Authorized by Member(s) to provide Member Listing as of this _____ day of
_______________, 20__
_______________________________
Member
_______________________________
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Member
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
FOR ________________________________, L.L.C.
CAPITAL CONTRIBUTIONS
Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital
is stated to be $____________. The description and each individual portion of
this initial contribution is as follows:
____________________________________
$______________
____________________________________
$______________
____________________________________
$______________
____________________________________
$______________
____________________________________
$______________
____________________________________
$______________
____________________________________
$______________
____________________________________
$______________
____________________________________
$______________
SIGNED AND AGREED this _____ day of ________________, 20____.
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____________________________________
Member
____________________________________
Member
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GENERAL AGREEMENT
TOP
THIS AGREEMENT, made this _____ day of__________, 20 ____, by and between
_______________ (First Party) and ___________________ (Second Party).
WITNESSETH: That in consideration of the mutual covenants and agreements to be kept
and performed on the part of said parties hereto, respectively as herein stated, the said party
of the first part does hereby covenant and agree that it shall:
I.
II. And said party of the second part covenants and agrees that it shall:
III. Other terms to be observed by and between the parties:
This agreement shall be binding upon the parties, their successors, assigns and personal
representatives. Time is of the essence on all undertakings. This agreement shall be enforced
under the laws of the State of ___________________________. This is the entire agreement.
Signed the day and year first above written.
Signed in the presence of:
______________________________
Witness
______________________________
First Party
______________________________
Witness
______________________________
Second Party
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ADVERTISING AGENCY AGREEMENT
TOP
This Advertising Agency Agreement ("Agreement") is made and effective this [Date], by and between
[Advertiser] ("Advertiser") and [Agency] ("Agency").
Agency is in the business of providing advertising agency services for a fee.
Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain
advertising agency services, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the
parties hereto agree as follows:
1. Engagement.
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in
connection with Advertiser's planning, preparing and placing of advertising for certain of Advertiser's
products as follows:
A. Analyze Advertiser's current and proposed products and services and present and potential markets.
B. Create, prepare and submit to Advertiser, for its prior approval, advertising ideas and programs.
C. Prepare and submit to Advertiser, for its prior approval, estimates of costs and expenses associated with
proposed advertising ideas and programs.
D. Design and prepare, or arrange for the design and preparation of, advertisements.
E. Perform such other services as Advertiser may request from time to time, such as, but not limited to,
direct mail advertising preparation, speech writing, publicity and public relations work, and market
research and analysis.
F. Order advertising space, time, or other means to be used for publication of Advertiser's advertisements,
at all times endeavoring to secure the most efficient and advantageous rates available.
G. Proof of accuracy and completeness of insertions, displays, broadcasts, or other forms of advertisements.
H. Audit invoices for space, time, material preparation, and charges.
2. Products.
Agency's engagement shall relate to the following products and services of Advertiser:
_______________________________________ [Products]
3. Exclusivity.
Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the United States for Advertiser
with respect to the products described in Section 2 above.
4. Compensation.
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A. Agency shall receive an amount equal to [Media Commission Rate] percent of the gross charges levied
by media for advertising placed therewith by Agency pursuant to this Agreement; and [Non-Media
Commission Rate] percent after volume discount, of the charges of suppliers of services or properties,
such as finished art, comprehensive layouts, type composition, photostats, engravings, printing, radio and
television programs, talent, literary, dramatic and musical works, records and exhibits, purchased by
Agency on Advertiser's authorization during the term of this Agreement; provided that:
(i) No percentage will be added to Agency charges for packing, shipping, express, postage, telephone,
telex, fax, travel expenses and other out of pocket expenses of Agency personnel; and
(ii) Agency's commission for outdoor advertising will be the standard rate allowed advertising agencies
when such rate is less than [Outdoor Advertising Commission Rate].
B. For those items where Agency is not compensated on a commission basis, Advertiser shall pay Agency
on an hourly basis for services provided hereunder. The rate will be determined by the type of services
provided and the person or persons providing such services, but in no event shall the rate exceed
[Maximum Hourly Rate] per hour. Advertiser may elect in advance to be charged on this hourly rate
basis. If Advertiser fails to notify Agency of its choice, it shall be presumed that Advertiser elected to be
charged on an hourly rate basis.
C. In the event that Agency undertakes, at Advertiser's request subject to Advertiser's prior approval,
special projects such as those described in Section 1.F above, Agency shall prepare an estimate of total
charges for any such special project, including any charges for materials or services purchased from outside
sources. In the event that Advertiser elects to proceed with the special project based upon Agency's
estimated cost, Agency shall perform the services with respect to such special project at its estimated cost,
subject to modification as mutually agreed by the parties.
D. For any special project or other services provided by Agency pursuant to this Agreement upon which the
parties have not agreed as to charges, Advertiser shall pay Agency at its regular hourly rate, not to exceed
[Dollar Amount] per hour.
E. Advertiser shall not be obligated to reimburse Agency for any travel or other out-of-pocket expenses
incurred in the performance of services pursuant to this Agreement unless expressly agreed by Advertiser
in advance.
5. Billing.
A. Agency shall invoice Advertiser for all media costs, where possible, in advance of Agency's payment
date to allow for prepayment by the Advertiser so that Advertiser may receive the benefit of any available
prepayment or similar discount. For any media purchase or service for which Agency is not entitled to a
commission, Agency shall ensure that the charges to Advertiser are net of all agency commissions and
discounts.
B. Charges for production materials and services shall be billed by Agency upon completion of the
production job or, if cash discounts are available, upon receipt of the supplier's invoice.
C. On all outside purchases other than for media, Agency shall attach to the invoice proof of the supplier's
charges.
D. All cash discounts on Agency's purchases including, but not limited to, media, art, printing and
mechanical work, shall be available to Advertiser, provided that Advertiser meets Agency's requisite billing
terms and there is no outstanding indebtedness of Advertiser to Agency at the time of the payment to the
supplier.
E. Rate or billing adjustments shall be credited or charged to Advertiser on the next following regular
invoice date or as soon as otherwise practical.
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F. Invoices shall be submitted in an itemized format and shall be paid by Advertiser within thirty (30) days
of the invoice date.
6. Competitors.
During the term of this Agreement, Agency [May/May Not] accept employment from, render services to,
represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any
product or service directly or indirectly competitive with or similar to any product or service of Advertiser
with respect to which the Agency is providing any service pursuant to this Agreement.
7. Cost Estimates.
Agency shall not commence work on any project pursuant to this Agreement without first estimating costs
for preparation, including copy, service, layout, art, engraving, typography, processing, paste up and
production. After determining the estimated cost, completion of the work shall be subject to Advertiser's
prior approval.
8. Audit Rights.
Agency agrees that following reasonable prior notice any and all contracts, agreements, correspondence,
books, accounts and other information relating to Advertiser's business or this Agreement shall be available
for inspection by Advertiser and Advertiser's outside accountants, at Advertiser's expense.
9. Ownership and Use.
A. Agency shall insure, to the fullest extent possible under law, that Advertiser shall own any and all right,
title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights,
with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by
Agency or at Agency's direction for Advertiser pursuant to this Agreement and utilized by Advertiser.
B. Upon termination, Advertiser agrees that any advertising, merchandising, package, plan or idea prepared
by Agency and submitted to Advertiser (whether submitted separately or in conjunction with or as a part of
other material) which Advertiser has elected not to utilize, shall remain the property of Agency, unless
Advertiser has paid Agency for its services in preparing such item. Advertiser agrees to return to Agency
any copy, artwork, plates or other physical embodiment of such creative work relating to any such idea or
plan which may be in Advertiser's possession at termination or expiration of this Agreement.
C. Materials and advertisements created by Agency pursuant to this Agreement may be used by Advertiser
outside the United States without additional compensation, provided that Advertiser shall be responsible for
any additional expense associated with such use, such as charges for translation and amounts due talent.
Agency's obligations in Section 10.A. above shall not apply with respect to any such foreign use.
10. Indemnification and Insurance.
A. Agency shall indemnify and hold Advertiser harmless with respect to any claims, loss, suit, liability or
judgment suffered by Advertiser, including reasonable attorney's fees and costs, based upon or related to
any item prepared by Agency or at Agency's direction, including, but not limited to, any claim of libel,
slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property
interest, except where any such claim arises out of material supplied by Advertiser and incorporated into
any materials or advertisement prepared by Agency. Agency agrees to procure and maintain in force during
the term of this Agreement, at Agency's expense, an advertising agency liability policy or policies having a
minimum limit of at least [Insurance Policy Amount], naming Advertiser as an additional insured and loss
payee under such policy or policies.
B. Advertiser agrees to indemnify and hold Agency harmless with respect to any claims, loss, liability,
damage or judgment suffered by Agency, including reasonable attorney's fees and court costs, which results
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from the use by Agency of any material furnished by Advertiser or where material created by Agency or at
the direction of Agency subject to the indemnification in subsection A. above is materially changed by
Advertiser. Information or data obtained by Agency from Advertiser to substantiate claims made in
advertising shall be deemed to be "material furnished by Advertiser to Agency".
C. In the event of any proceeding, litigation or suit against Advertiser by any regulatory agency or in the
event of any court action or other proceeding challenging any advertising prepared by Agency, Agency
shall assist in the preparation of the defense of such action or proceeding and cooperate with Advertiser and
Advertiser's attorneys.
11. Term.
The term of this Agreement shall commence on [Start Date] and shall continue in full force and effect
until terminated by either party upon at least ninety (90) days prior written notice, provided that in no event
(except breach) may this Agreement be terminated prior to [Earliest End Date]. The rights, duties and
obligations of the parties shall continue in full force during or following the period of the termination notice
until termination, including the ordering and billing of advertising in media whose closing dates follow
then such period.
12. Rights Upon Termination.
A. Upon termination of the Agreement, Agency shall transfer, assign and make available to Advertiser all
property and materials in Agency's possession or subject to Agency's control that are the property of
Advertiser, subject to payment in full of amounts due pursuant to this Agreement
B. Upon termination, Agency agrees to provide reasonable cooperation in arranging for the transfer or
approval of third party's interest in all contracts, agreements and other arrangements with advertising
media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following
appropriate release from the obligations therein.
13. Default.
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement,
then the other party may provide written notice of such default and if such default is not cured within ten
(10) days of the written notice, then the non-defaulting party may terminate this Agreement.
14. 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 by certified mail, postage prepaid, or recognized overnight
delivery services.
If to Advertiser:
[Advertiser]
[Advertiser's Address]
If to Agency:
[Agency]
[Agency's Address]
15. Headings.
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Headings used in this Agreement are provided for convenience only and shall not be used to construe
meaning or intent.
16. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter
hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
17. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of [State of
Governing Law].
IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agency Agreement as of the
date first above written.
[Advertiser] Signature Block [Agency] Signature Block
[Advertiser] Signature Block [Agency] Signature Block
[Advertiser] Signature Block [Agency] Signature Block
[Advertiser] Signature Block [Agency] Signature Block
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SALES REPRESENTATIVE AGREEMENT
TOP
Agreement between ______________________________________________________
(Company) and ______________________________________________________ (Sales
Representative).
Sales Representative agrees to:
1. Represent and sell the Company's [check all that apply:] ______ products ______ services,
specifically described as
_____________________________________________________________
_____________________________________________________________________________
____
_____________________________________________________________________________
____
in the geographic area of ____________________________________________.
2. Accurately represent and state Company policies to all potential and present customers.
3. Promptly mail in all leads and orders to the Company.
4. Inform the sales manager of all problems concerning Company customers within the sales
territory.
5. Inform the sales manager if the Sales Representative is representing, or plans to represent any
other business firm. In no event shall sales representative represent a competitive company or
product line either within or outside the designated sales area.
6. Maintain contact with the Company via telephone, e-mail, or other agreed upon means of
communication with reasonable frequency to discuss sales activity within the territory.
7. Provide company 30-days' notice should the Representative intend to terminate this
agreement.
8. Return promptly all materials and samples provided by the Company to the Representative, if
either party terminates this agreement.
The Company agrees to:
1. Pay the following commissions to the Sales Representative:
(a) __________ percent of all prepaid sales, except as stated below.
(b) __________ percent of all credit sales, except as stated below.
Except by special arrangement, the following shall not be commissioned:
_____________________________________________________________________________
____
_____________________________________________________________________________
____
_____________________________________________________________________________
____.
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2. Negotiate in advance of sale the commission’s percentage to be paid on all orders that the
Company allows a quantity discount or other trade concession.
3. Provide the Sales Representative with reasonable quantities of business cards, brochures,
catalogs, and any product samples required for sales purposes.
4. Set minimum monthly quotas after consultation with the Sales Representative.
5. Grant Representative 30-days' notice should the Company wish to terminate this agreement.
6. Pay commissions to the Representative on sales from existing customers for a period of
_____________ (____) months after this agreement is terminated by either party.
In addition, both Parties agree:
Commissions on refunds to customers or merchandise returned by the customer in which a
commission has already been paid to the Representative shall be deducted from future
commissions to be paid to the Representative by the Company.
This constitutes the entire agreement.
This agreement shall be binding upon the parties and their successors and assigns.
Signed this _____day of _______________, 20____.
COMPANY:
SALES REPRESENTATIVE:
___________________________________
___________________________________
Signature
Signature
___________________________________
___________________________________
Print Name
Print Name
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BILL OF SALE OF MOTOR VEHICLE / AUTOMOBILE
(Sold "As-Is" without Warranty)
TOP
STATE OF ALABAMA
COUNTY OF ________________
KNOW ALL PERSONS BY THESE PRESENTS:
THAT I, ________________________________________________ [seller's name],
("Seller"), of
___________________________________________________________ [seller's
address], County of ________________, Alabama, in consideration of a Promissory
Installment Note for $
___________________________________________________________ dollars
($_________________) and a down payment of $
___________________________________________________________ dollars
($_________________), receipt of payment acknowledged, do hereby sell and
transfer to ________________________________________________ [buyer's
name], ("Buyer"), of
___________________________________________________________ [buyer's
address], County of ________________, Alabama, his/her successors and assigns,
the following motor vehicle ("Vehicle"), which is located in the County of
________________, Alabama:
Make:
Model:
Body Type:
Year:
Vehicle Ident. No. (VIN):
To have and to hold the same unto Buyer and Buyer's executors, administrators, and
assigns, forever.
WARRANTY OF OWNERSHIP. The Seller warrants that the Seller is the true and
lawful owner of the Vehicle, and that the Vehicle is free of any and all legal claims,
encumbrances, and offsets by others. Further, the Seller warrants that the Seller will
defend the Buyer against any and all lawful claims and demands whatsoever in
relation to this bill of sale.
DISCLAIMER OF ALL OTHER WARRANTIES. OTHER THAN THE SELLER'S
WARRANTY OF OWNERSHIP STATED ABOVE, THE BUYER TAKES THE
VEHICLE "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO
ITS CONDITION. THE BUYER HAS PERSONALLY INSPECTED THE VEHICLE
AND ACCEPTS IT "AS-IS".
ADDITIONAL TERMS OF SALE. The Seller and Buyer agree to the following
additional terms in conjunction with this bill of sale:
___________________________________________________________________
_____________
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___________________________________________________________________
_____________
___________________________________________________________________
_____________
Seller:
Buyer:
________________________
Signature
________________________
Signature
Printed Name: _______________________ Printed Name: _______________________
STATE OF ALABAMA
COUNTY OF ________________
SWORN TO AND SUBSCRIBED BEFORE ME, this the ____ day of
________________, 20____.
____________________________
NOTARY PUBLIC
My Commission Expires: ________________
About this Form: The Seller should complete the following Odometer Disclosure
Statement on a new page, in conjunction with this bill of sale.
ODOMETER DISCLOSURE STATEMENT
Federal law (and State law, if applicable) requires that you state the mileage
upon transfer of ownership. Failure to complete or providing a false statement
may result in fines and/or imprisonment.
I, _______________________________ , state that the odometer now reads
_______________ miles and to the best of my knowledge that it reflects the actual
mileage of the vehicle described below, unless one of the following statements is
checked.
______ I hereby certify that to the best of my knowledge the odometer reading
reflects the amount of mileage in excess of its mechanical limits.
______ I hereby certify that the odometer reading is NOT the actual mileage.
WARNING: ODOMETER DISCREPANCY
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Make:
Model:
Body Type:
Year:
Vehicle Ident. No. (VIN):
Please type or print carefully:
Seller's Information
Buyer's Information
First & Last
Name:
Address, Line
1:
Address, Line
2:
City:
State:
Zip:
Signature:
____________________________ ____________________________
Signature of Seller
Signature of Buyer
Acknowledgment
STATE OF ALABAMA
COUNTY OF ________________
SWORN TO AND SUBSCRIBED BEFORE ME, this the _____ day of
_______________, 20_____.
____________________________
NOTARY PUBLIC
My Commission Expires: _____________________
About this Form: The Seller and the Buyer may complete the following Promissory
Installment Note on a new page (or set of pages), if they wish to formalize the
payment terms and conditions, associated with this bill of sale.
PROMISSORY INSTALLMENT NOTE
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STATE OF ALABAMA
COUNTY OF ________________
RECITATIONS:
Date:
________________________________
Borrower/Buyer:
________________________________
Borrower/Buyer's Address: ________________________________
________________________________
Payee/Seller:
________________________________
Place for Payment:
________________________________
________________________________
Principal Amount:
$_______________________________
Term:
________________________ (months)
Monthly Payments:
$_______________________________
This PROMISSORY INSTALLMENT NOTE ("Note") is given to secure the payment
of the purchase price of the following motor vehicle ("Vehicle"):
Make:
Model:
Body Type:
Year:
Vehicle Ident. No. (VIN):
1. TRANSFER OF TITLE. [choose option:] ______ The Seller shall retain title to the
Vehicle until all debts and obligations under this Note have been satisfied in full, or
______ The Seller transfers title to the Vehicle to the Buyer upon execution of this Note,
but the Seller shall retain a security interest in the Vehicle, and the Seller shall be listed as
a secured lender on the title to the Vehicle until all debts and obligations under this Note
have been satisfied in full. (NOTE: IF THE SECOND OPTION IS SELECTED, THEN
THE BUYER MUST SEPARATELY SIGN THE "SECURITY AGREEMENT" FORM
BELOW.)
2. INTEREST RATE: [choose option:] ______ Annual interest rate on matured, unpaid
amounts shall be the maximum amount permitted by the Laws of the State of Alabama,
or ______ annual interest rate on matured unpaid amounts shall be set at ______ percent ,
or no interest shall accrue on matured, unpaid amounts.
3. PAYMENT TERMS. This Note is due and payable as follows, to-wit:
_____________________ (_____) [insert number of payments] equal monthly payments
of $__________________ principal [insert monthly payment amount]. The first such
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payment due and payable on the 1st day of _____________________ , 20____, and a like
installment shall be due and payable on the same day of each succeeding month thereafter
until the total principal of $__________________ principal [insert total principal
amount] is paid in full. If each payment is not paid on time, the remaining balance will
be subject to the maximum amount of interest permitted by the Laws of the State of
Alabama.
4. BORROWER'S PRE-PAYMENT RIGHT. Borrower reserves the right to prepay
this Note in whole or in part, prior to maturity, without penalty.
5. PLACE FOR PAYMENT. Borrower promises to pay to the order of Payee at the
place for payment and according to the terms for payment the principal amount plus
interest at the rates stated above. All unpaid amounts shall be due by the final scheduled
payment date.
6. DEFAULT AND ACCELERATION CLAUSE. If Borrower defaults in the
payment of this Note or in the performance of any obligation, and the default continues
after Payee gives Borrower notice of the default and the time within which it must be
cured, as may be required by law or written agreement, then Payee may declare the
unpaid principal balance and earned interest on this Note immediately due. Borrower and
each surety, endorser, and guarantor waive all demands for payment, presentation for
payment, notices of intentions to accelerate maturity, notices of acceleration of maturity,
protests, and notices of protest, to the extent permitted by law.
7. INTEREST ON PAST DUE INSTALLMENTS AND CHARGES. All past due
installments of principal and/or interest and/or all other past-due incurred charges shall
bear interest after maturity at the maximum amount of interest permitted by the Laws of
the State of Alabama until paid. Failure by Borrower to remit any payment by the 15th
day following the date that such payment is due entitles the Payee hereof to declare the
entire principal and accrued interest immediately due and payable. Payee's forbearance
in enforcing a right or remedy as set forth herein shall not be deemed a waiver of said
right or remedy for a subsequent cause, breach or default of the Borrower's obligations
herein.
8. INTEREST. Interest on this debt evidenced by this Note shall not exceed the
maximum amount of non-usurious interest that may be contracted for, taken, reserved,
charged, or received under law; any interest in excess of the maximum shall be credited
on the principal of the debt or, if that has been paid, refunded. On any acceleration or
required or permitted prepayment, any such excess shall be canceled automatically as of
the acceleration or prepayment or, if already paid, credited on the principal of the debt or,
if the principal of the debt has been paid, refunded. This provision overrides other
provisions in this instrument (and any other instruments) concerning this debt.
9. FORM OF PAYMENT. Any check, draft, Money Order, or other instrument given
in payment of all or any portion hereof may be accepted by the holder and handled in
collection in the customary manner, but the same shall not constitute payment hereunder
or diminish any rights of the holder hereof except to the extent that actual cash proceeds
of such instruments are unconditionally received by the payee and applied to this
indebtedness in the manner elsewhere herein provided.
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10. ATTORNEY'S FEES. If this Note is given to an attorney for collection or
enforcement, or if suit is brought for collection or enforcement, or if it is collected or
enforced through probate, bankruptcy, or other judicial proceeding, then Borrower shall
pay Payee all costs of collection and enforcement, including reasonable attorney's fees
and court costs in addition to other amounts due.
11. SEVERABILITY. If any provision of this Note or the application thereof shall, for
any reason and to any extent, be invalid or unenforceable, neither the remainder of this
Note nor the application of the provision to other persons, entities or circumstances shall
be affected thereby, but instead shall be enforced to the maximum extent permitted by
law.
12. BINDING EFFECT. The covenants, obligations and conditions herein contained
shall be binding on and inure to the benefit of the heirs, legal representatives, and assigns
of the parties hereto.
13. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for
convenience of reference only and they are not intended to have any effect whatsoever in
determining the rights or obligations under this Note.
14. CONSTRUCTION. The pronouns used herein shall include, where appropriate,
either gender or both, singular and plural.
15. GOVERNING LAW. This Note shall be governed, construed and interpreted by,
through and under the Laws of the State of Alabama.
Borrower is responsible for all obligations represented by this Note.
EXECUTED this __________ day of _______________________, 20_____.
[Payee/Seller's Signature:]
[Borrower/Buyer's Signature:]
__________________________
__________________________
Payee/Seller's Printed or Typed Name:]
[Borrower/Buyer's Printed or Typed Name:]
__________________________
__________________________
Please type or print carefully:
Payee/Seller's Information
First & Last
Name:
Address, Line 1:
Address, Line 2:
City:
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State:
Zip:
About this Security Agreement Form: The form below is necessary only if the
parties selected the second option in Paragraph #1 of the Promissory Installment
Note (immediately above). In addition to the Security Agreement, it is recommended
that the parties complete and file the necessary UCC forms: (1) the Seller (a.k.a. the
Secured party) should complete the UCC Financing Statement (Form UCC1), (2)
the Buyer (a.k.a. Debtor) should sign it, and (3) the Seller should file it with the
appropriate state agency within the State of Alabama. (Form UCC1AD and Form
UCC1AP are available in the event you have additional Debtor or Secured party
names that you wish to add. These supplementary forms should also be filed along
with Form UCC1.)
SECURITY AGREEMENT
This SECURITY AGREEMENT is made on this _____ day of
____________________, 20_____ between
__________________________________________________ ("Debtor") and
__________________________________________________ ("Secured Party").
1. SECURITY INTEREST. Debtor grants to Secured Party a security interest in the
following Vehicle, until such time as the Promissory Note for said vehicle is satisfied
and paid in full:
Make:
Model:
Body Type:
Year:
Vehicle Ident. No. (VIN):
2. COVENANTS. Debtor hereby warrants and covenants: Debtor shall maintain
insurance at all times with respect to all collateral against risks of fire, theft, and
other such risks and in such amounts as Secured Party may require. The policies
shall be payable to both the Secured Party and the Debtor as their interests appear
and shall provide for ten (10) days written notice of cancellation to Secured Party.
3. DEFAULT. The Debtor shall be in default under this Agreement upon the
happening of any of the following: (a) any misrepresentation in connection with this
Agreement on the part of the Debtor. (b) any noncompliance with or nonperformance
of the Debtor's obligations under the Note or this Agreement. (c) if Debtor is involved
in any financial difficulty as evidenced by (i) an assignment for the benefit of
creditors, or (ii) an attachment or receivership of assets not dissolved within thirty
(30) days, or (iii) the institution of Bankruptcy proceedings, whether voluntary or
involuntary, which is not dismissed within thirty (30) days from the date on which it is
filed. Upon default and at any time thereafter, Secured Party may declare all
obligations secured hereby immediately due and payable and shall have the
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remedies of a Secured Party under the Uniform Commercial Code. Secured Party
may require the Debtor to make it available to Secured Party at a place that is
mutually convenient. No waiver by Secured Party of any default shall operate as a
waiver of any other default or of the same default on a future occasion. This
Agreement shall inure to the benefit up and bind the heirs, executors, administrators,
successors, and assigns of the parties. This Agreement shall have the effect of an
instrument under seal.
By:
______________________________________________
Signature of Debtor
Date:______________
NOTE: THE PARTIES MUST FILE THE FINANCING STATEMENT WITHIN FIVE
(5) DAYS FROM DATE WITH THE APPROPRIATE STATE AGENCY WITHIN THE
STATE OF ALABAMA.
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Bill of Sale of Personal Property
(Sold As-Is)
TOP
State of Alabama
County of ________________
KNOW ALL PERSONS BY THESE PRESENTS:
THAT I, ________________________________________________ [name], Seller,
of ___________________________________________________________
[address], _________________ County, Alabama, in consideration of the payment
of the sum of
___________________________________________________________ dollars
($_________________), receipt of payment acknowledged, do hereby sell and
transfer to ________________________________________________ [name],
Buyer, of ___________________________________________________________
[address], _________________ County, _________________ [state], his/her
successors and assigns, the following described personal property located in the
County of ________________, State of Alabama:
___________________________________________________________
_________________________________________________________________
[description that clearly identifies and distinguishes property].
Seller warrants that he/she is the lawful owner in every respect of all of the described
property and that it is free and clear of all liens, security agreements, encumbrances,
claims, demands, and charges of every kind whatsoever.
Seller binds Seller, his/her successors and assigns, to warrant and defend the title to
all of the described property to Buyer, his/her successors and assigns, forever
against every person lawfully claiming the described property or any part of it.
THE DESCRIBED PROPERTY IS SOLD "AS-IS" WITHOUT ANY WARRANTIES,
EXPRESS OR IMPLIED, AS TO THE CONDITION OF SUCH PROPERTY . BY
ACCEPTING THIS BILL OF SALE, BUYER(S) REPRESENT THAT BUYER(S)
HAVE PERSONALLY INSPECTED THE DESCRIBED PROPERTY AND ACCEPTS
THE PROPERTY "AS-IS".
This Bill of Sale shall be effective as to the transfer of all property listed in it as of
_________________ [date].
IN WITNESS WHEREOF, this Bill of Sale is executed on _________________
[date].
__________________________________
Seller's Signature
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__________________________________
Seller's Typed or Printed Name
__________________________________
Witness' Signature
__________________________________
Witness' Typed or Printed Name
ACKNOWLEDGMENT
State of Alabama
County of ________________
Before me, the undersigned authority, on this day appeared _________________
[name of seller], known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed the instrument
for the purposes and consideration expressed in the instrument.
Given under my hand and seal of office on _________________ [date].
[Notarial Seal:]
__________________________________
Notary's Signature
__________________________________
Notary's Typed Name
NOTARY PUBLIC
My commission expires:
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Bill of Sale of Personal Property
(Sold with Warranty)
TOP
State of Alabama
County of ________________
KNOW ALL PERSONS BY THESE PRESENTS:
THAT I, ________________________________________________ [name], Seller,
of ___________________________________________________________
[address], _________________ County, Alabama, in consideration of the payment
of the sum of
___________________________________________________________ dollars
($_________________), receipt of payment acknowledged, do hereby sell and
transfer to ________________________________________________ [name],
Buyer, of ___________________________________________________________
[address], _________________ County, _________________ [state], his/her
successors and assigns, the following described personal property located in the
County of ________________, State of Alabama:
___________________________________________________________
_________________________________________________________________
[description that clearly identifies and distinguishes property].
Seller warrants that he/she is the lawful owner in every respect of all of the described
property and that it is free and clear of all liens, security agreements, encumbrances,
claims, demands, and charges of every kind whatsoever.
Seller binds Seller, his/her successors and assigns, to warrant and defend the title to
all of the described property to Buyer, his/her successors and assigns, forever
against every person lawfully claiming the described property or any part of it.
This Bill of Sale shall be effective as to the transfer of all property listed in it as of
_________________ [date].
IN WITNESS WHEREOF, this Bill of Sale is executed on _________________
[date].
__________________________________
Seller's Signature
__________________________________
Seller's Typed or Printed Name
__________________________________
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Witness' Signature
__________________________________
Witness' Typed or Printed Name
ACKNOWLEDGMENT
State of Alabama
County of ________________
Before me, the undersigned authority, on this day appeared _________________
[name of seller], known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed the instrument
for the purposes and consideration expressed in the instrument.
Given under my hand and seal of office on _________________ [date].
[Notarial Seal:]
__________________________________
Notary's Signature
__________________________________
Notary's Typed Name
NOTARY PUBLIC
My commission expires:
_____________________
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TOP
BILL OF SALE OF BUSINESS
For good and sufficient consideration, receipt of which is hereby acknowledged, the
undersigned ___________________________ ("Seller") hereby sells, transfers and conveys
to ___________________________("Buyer"):
1. All and singular, the goods and chattels, property and effects, listed in Schedule A annexed
hereto, which is incorporated herein and made a part hereof; and
2. The whole of the good will of the ______________ business formerly operated by the
undersigned which is the subject of this sale.
The undersigned warrants that said goods and chattels are free and clear of all encumbrances,
that it has full right and title to sell the same, and that it will warrant and defend the same
against the claims and demands of all persons. The undersigned hereby warrants and
covenants that I shall not within _______ years of the date of this instrument engage in the
business of ________________ within __________________.
Dated: ____________________________
_______________________________
Witness
_______________________________
Seller
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AGREEMENT TO SELL BUSINESS
TOP
Agreement made this _________day of _________, 20__ by and between
____________________ and _____________________ (doing business as
_____________________) of ________________________ ____________________
(hereinafter referred to as "Seller") and _________________________________ (hereinafter
referred to as the "Buyer").
Whereas the Seller desires to sell and the Buyer desires to buy the business of a certain
_______________________ now being operated at ____________________________ and
known as ______________________ and all assets thereof as contained in Schedule "A"
attached hereto, the parties hereto agree and covenant as follows:
1. The total purchase price for all fixtures, furnishings and equipment is $___________
Dollars payable as follows: (a) $____________ paid in cash; certified or bank checks, as a
deposit upon execution of this Agreement, to be held by ________________________. (b)
$___________ additional to be paid in cash, certified or bank checks, at the time of passing
papers. (c) $_________ to be paid by a note of the Buyer to the Seller, bearing interest at the
rate of _____ percent per annum with an option of the Buyer to prepay the entire outstanding
obligation without penalty. Said note shall be secured by a chattel mortgage and financing
statement covering the property to be sold hereunder, together with any and all other property
acquired during the term of said note and placed in or within the premises known as
__________________________ ____________________.
2. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly
executed by the Seller.
3. The Seller promises and agrees to convey good, clear, and marketable title to all the
property to be sold hereunder, the same to be free and clear of all liens and encumbrances.
Full possession of said property will be delivered in the same condition that it is now,
reasonable wear and tear expected.
4. Consummation of the sale, with payment by the Buyer of the balance of the down payment
and the delivery by the Seller of a Bill of Sale, will take place on or before ______________,
20__.
5. The Seller may use the purchase money, or any portion thereof, to clear any encumbrances
on the property transferred and in the event that documents reflecting discharge of said
encumbrances are not available at the time of sale, the money needed to effectuate such
discharges shall be held by the attorneys of the Buyer and Seller in escrow pending the
discharges.
6. Until the delivery of the Bill of Sale, the Seller shall maintain insurance on said property in
the amount that is presently insured.
7. Operating expenses of _____________________ including but not limited to rent, taxes,
payroll and water shall be apportioned as of the date of the passing of papers and the net
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amount thereof shall be added to or deducted from, as the case may be, the proceeds due
from the Buyer at the time of delivery of the Bill of Sale.
8. If the Buyer fails to fulfill his obligations herein, all deposits made hereunder by the Buyer
shall be retained by the Seller as liquidated damages.
9. The Seller promises and agrees not to engage in the same type of business as the one being
sold for_______ years from the time of passing, within a __________ radius of
___________________________.
10. A Broker's fee for professional services in the amount of
_________________($________) Dollars is due from the Seller to_________, provided and
on the conditions that papers pass.
11. The Seller agrees that this Agreement is contingent upon the following conditions: (a)
Buyer obtaining a Lease on the said premises or that the existing Lease be assigned in writing
to the Buyer. (b) Buyer obtaining the approval from the proper authorities (Town and State)
of the transfer of all necessary licenses to the Buyer. (c) The premises shall be in the same
condition, reasonable wear and tear expected, on the date of passing as they are currently in.
12. All of the terms, representations and warranties shall survive the closing. This Agreement
shall bind and inure to the benefit of the Seller and Buyer and their respective heirs,
executors, administrators, successors and assigns.
13. If this Agreement shall contain any term or provision which shall be invalid or against
public policy or if the application of same is invalid or against public policy, then, the
remainder of this Agreement shall not be affected thereby and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in
triplicate on the day and year first above written.
SELLER:
________________________________________________________
BUYER:
________________________________________________________
BROKER:
_______________________________________________________
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Residential Lease Agreement
TOP
THIS LEASE AGREEMENT (hereinafter referred to as the "Agreement") made and
entered into this ____________ day of ____________________________, 20____, by
and between
_____________________________________________________________________
(hereinafter referred to as "Landlord") and
_____________________________________________________________________
(hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord is the fee owner of certain real property being, lying and
situated in _______________ County, Alabama, such real property having a street
address of ______________________________________________________________
(hereinafter referred to as the "Premises").
WHEREAS, Landlord desires to lease the Premises to Tenant upon the terms and
conditions as contained herein; and
WHEREAS, Tenant desires to lease the Premises from Landlord on the terms
and conditions as contained herein;
NOW, THEREFORE, for and in consideration of the covenants and obligations
contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. TERM. Landlord leases to Tenant and Tenant leases from Landlord the
above described Premises together with any and all appurtenances thereto,
for a term of __________________ [specify number of months or years],
such term beginning on __________________, and ending at 11:59 PM on
______________________.
2. RENT. The total rent for the term hereof is the sum of
_____________________________________________________________
_ DOLLARS ($____________) payable on the ______ day of each month of
the term, in equal installments of
_____________________________________________________________
_ DOLLARS ($_____________), first and last installments to be paid upon
the due execution of this Agreement, the second installment to be paid on
_______________________. All such payments shall be made to Landlord
at Landlord's address as set forth in the preamble to this Agreement on or
before the due date and without demand.
3. DAMAGE DEPOSIT. Upon the due execution of this Agreement, Tenant
shall deposit with Landlord the sum of
_____________________________________________________________
_ DOLLARS ($________) receipt of which is hereby acknowledged by
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Landlord, as security for any damage caused to the Premises during the term
hereof. Such deposit shall be returned to Tenant, without interest, and less
any set off for damages to the Premises upon the termination of this
Agreement.
4. USE OF PREMISES. The Premises shall be used and occupied by Tenant
and Tenant's immediate family, consisting of ______________________
__________________________ ____________, exclusively, as a private
single family dwelling, and no part of the Premises shall be used at any time
during the term of this Agreement by Tenant for the purpose of carrying on
any business, profession, or trade of any kind, or for any purpose other than
as a private single family dwelling. Tenant shall not allow any other person,
other than Tenant's immediate family or transient relatives and friends who
are guests of Tenant, to use or occupy the Premises without first obtaining
Landlord's written consent to such use. Tenant shall comply with any and all
laws, ordinances, rules and orders of any and all governmental or quasigovernmental authorities affecting the cleanliness, use, occupancy and
preservation of the Premises.
5. CONDITION OF PREMISES. Tenant stipulates, represents and warrants
that Tenant has examined the Premises, and that they are at the time of this
Lease in good order, repair, and in a safe, clean and tenantable condition.
6. ASSIGNMENT AND SUB-LETTING. Tenant shall not assign this
Agreement, or sub-let or grant any license to use the Premises or any part
thereof without the prior written consent of Landlord. A consent by Landlord
to one such assignment, sub-letting or license shall not be deemed to be a
consent to any subsequent assignment, sub-letting or license. An
assignment, sub-letting or license without the prior written consent of
Landlord or an assignment or sub-letting by operation of law shall be
absolutely null and void and shall, at Landlord's option, terminate this
Agreement.
7. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations to
the buildings or improvements on the Premises or construct any building or
make any other improvements on the Premises without the prior written
consent of Landlord. Any and all alterations, changes, and/or improvements
built, constructed or placed on the Premises by Tenant shall, unless
otherwise provided by written agreement between Landlord and Tenant, be
and become the property of Landlord and remain on the Premises at the
expiration or earlier termination of this Agreement.
8. NON-DELIVERY OF POSSESSION. In the event Landlord cannot deliver
possession of the Premises to Tenant upon the commencement of the Lease
term, through no fault of Landlord or its agents, then Landlord or its agents
shall have no liability, but the rental herein provided shall abate until
possession is given. Landlord or its agents shall have thirty (30) days in
which to give possession, and if possession is tendered within such time,
Tenant agrees to accept the demised Premises and pay the rental herein
provided from that date. In the event possession cannot be delivered within
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such time, through no fault of Landlord or its agents, then this Agreement and
all rights hereunder shall terminate.
9. HAZARDOUS MATERIALS. Tenant shall not keep on the Premises any
item of a dangerous, flammable or explosive character that might
unreasonably increase the danger of fire or explosion on the Premises or that
might be considered hazardous or extra hazardous by any responsible
insurance company.
10. UTILITIES. Tenant shall be responsible for arranging for and paying for all
utility services required on the Premises.
11. MAINTENANCE AND REPAIR; RULES. Tenant will, at its sole expense,
keep and maintain the Premises and appurtenances in good and sanitary
condition and repair during the term of this Agreement and any renewal
thereof. Without limiting the generality of the foregoing, Tenant shall:
(a) Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or
halls, which shall be used for the purposes of ingress and egress only;
(b) Keep all windows, glass, window coverings, doors, locks and hardware in
good, clean order and repair;
(c) Not obstruct or cover the windows or doors;
(d) Not leave windows or doors in an open position during any inclement
weather;
(e) Not hang any laundry, clothing, sheets, etc. from any window, rail, porch
or balcony nor air or dry any of same within any yard area or space;
(f) Not cause or permit any locks or hooks to be placed upon any door or
window without the prior written consent of Landlord;
(g) Keep all air conditioning filters clean and free from dirt;
(h) Keep all lavatories, sinks, toilets, and all other water and plumbing
apparatus in good order and repair and shall use same only for the
purposes for which they were constructed. Tenant shall not allow any
sweepings, rubbish, sand, rags, ashes or other substances to be thrown
or deposited therein. Any damage to any such apparatus and the cost
of clearing stopped plumbing resulting from misuse shall be borne by
Tenant;
(i) And Tenant's family and guests shall at all times maintain order in the
Premises and at all places on the Premises, and shall not make or
permit any loud or improper noises, or otherwise disturb other
residents;
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(j) Keep all radios, television sets, stereos, phonographs, etc., turned down to
a level of sound that does not annoy or interfere with other residents;
(k) Deposit all trash, garbage, rubbish or refuse in the locations provided
therefor and shall not allow any trash, garbage, rubbish or refuse to be
deposited or permitted to stand on the exterior of any building or
within the common elements;
(l) Abide by and be bound by any and all rules and regulations affecting the
Premises or the common area appurtenant thereto which may be
adopted or promulgated by the Condominium or Homeowners'
Association having control over them.
12. DAMAGE TO PREMISES. In the event the Premises are destroyed or
rendered wholly uninhabitable by fire, storm, earthquake, or other casualty
not caused by the negligence of Tenant, this Agreement shall terminate from
such time except for the purpose of enforcing rights that may have then
accrued hereunder. The rental provided for herein shall then be accounted
for by and between Landlord and Tenant up to the time of such injury or
destruction of the Premises, Tenant paying rentals up to such date and
Landlord refunding rentals collected beyond such date. Should a portion of
the Premises thereby be rendered uninhabitable, the Landlord shall have the
option of either repairing such injured or damaged portion or terminating this
Lease. In the event that Landlord exercises its right to repair such
uninhabitable portion, the rental shall abate in the proportion that the injured
parts bears to the whole Premises, and such part so injured shall be restored
by Landlord as speedily as practicable, after which the full rent shall
recommence and the Agreement continue according to its terms.
13. INSPECTION OF PREMISES. Landlord and Landlord's agents shall have
the right at all reasonable times during the term of this Agreement and any
renewal thereof to enter the Premises for the purpose of inspecting the
Premises and all buildings and improvements thereon. And for the purposes
of making any repairs, additions or alterations as may be deemed appropriate
by Landlord for the preservation of the Premises or the building. Landlord
and its agents shall further have the right to exhibit the Premises and to
display the usual "for sale", "for rent" or "vacancy" signs on the Premises at
any time within forty-five (45) days before the expiration of this Lease. The
right of entry shall likewise exist for the purpose of removing placards, signs,
fixtures, alterations or additions, that do not conform to this Agreement or to
any restrictions, rules or regulations affecting the Premises.
14. SUBORDINATION OF LEASE. This Agreement and Tenant's interest
hereunder are and shall be subordinate, junior and inferior to any and all
mortgages, liens or encumbrances now or hereafter placed on the Premises
by Landlord, all advances made under any such mortgages, liens or
encumbrances (including, but not limited to, future advances), the interest
payable on such mortgages, liens or encumbrances and any and all
renewals, extensions or modifications of such mortgages, liens or
encumbrances.
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15. TENANT'S HOLD OVER. If Tenant remains in possession of the Premises
with the consent of Landlord after the natural expiration of this Agreement, a
new tenancy from month-to-month shall be created between Landlord and
Tenant which shall be subject to all of the terms and conditions hereof except
that rent shall then be due and owing at
_____________________________________________________________
_ DOLLARS ($___________) per month and except that such tenancy shall
be terminable upon thirty (30) days written notice served by either party.
16. SURRENDER OF PREMISES. Upon the expiration of the term hereof,
Tenant shall surrender the Premises in as good a state and condition as they
were at the commencement of this Agreement, reasonable use and wear
and tear thereof and damages by the elements excepted.
17. ANIMALS. Tenant shall be entitled to keep no more than __________
(____) domestic dogs, cats or birds; however, at such time as Tenant shall
actually keep any such animal on the Premises, Tenant shall pay to Landlord
a pet deposit of
_____________________________________________________________
_ DOLLARS ($_________),
_____________________________________________________________
_ DOLLARS ($_________) of which shall be non-refundable and shall be
used upon the termination or expiration of this Agreement for the purposes of
cleaning the carpets of the building.
18. QUIET ENJOYMENT. Tenant, upon payment of all of the sums referred to
herein as being payable by Tenant and Tenant's performance of all Tenant's
agreements contained herein and Tenant's observance of all rules and
regulations, shall and may peacefully and quietly have, hold and enjoy said
Premises for the term hereof.
19. CONDITIONS OF NEIGHBORHOOD. Landlord hereby advises Tenant to
satisfy all of Tenant's requirements regarding the area and neighborhood
conditions, including but not limited to schools, location and sufficiency of law
enforcement, crime rate, proximity of registered offenders or felons, fire
service and protection, and other governmental services; availability,
sufficiency and cost of any wired or wireless internet connections, or any
other telecommunications or technology services; proximity to industrial,
commercial, or agricultural activities; existing and proposed construction,
development, and transportation that may affect noise, traffic, or view; airport
noise, or noise or odor from any source; domestic and wild animals; other
nuisances, circumstances, or hazards; cemeteries; condition of any facilities
or common areas; conditions and influences of significance to certain cultures
and/or religions; and personal needs, preferences, and requirements of
Tenant.
20. DEFAULT. If Tenant fails to comply with any of the material provisions of this
Agreement, other than the covenant to pay rent, or of any present rules and
regulations or any that may be hereafter prescribed by Landlord, or materially
fails to comply with any duties imposed on Tenant by statute, within seven (7)
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days after delivery of written notice by Landlord specifying the noncompliance and indicating the intention of Landlord to terminate the Lease by
reason thereof, Landlord may terminate this Agreement. If Tenant fails to pay
rent when due and the default continues for seven (7) days thereafter,
Landlord may, at Landlord's option, declare the entire balance of rent payable
hereunder to be immediately due and payable and may exercise any and all
rights and remedies available to Landlord at law or in equity or may
immediately terminate this Agreement.
21. LATE CHARGE. In the event that any payment required to be paid by
Tenant hereunder is not made within three (3) days of when due, Tenant shall
pay to Landlord, in addition to such payment or other charges due hereunder,
a "late fee" in the amount of
_____________________________________________________________
_ DOLLARS ($__________).
22. ABANDONMENT. If at any time during the term of this Agreement Tenant
abandons the Premises or any part thereof, Landlord may, at Landlord's
option, obtain possession of the Premises in the manner provided by law, and
without becoming liable to Tenant for damages or for any payment of any
kind whatever. Landlord may, at Landlord's discretion, as agent for Tenant,
relet the Premises, or any part thereof, for the whole or any part thereof, for
the whole or any part of the then unexpired term, and may receive and collect
all rent payable by virtue of such reletting, and, at Landlord's option, hold
Tenant liable for any difference between the rent that would have been
payable under this Agreement during the balance of the unexpired term, if
this Agreement had continued in force, and the net rent for such period
realized by Landlord by means of such reletting. If Landlord's right of reentry
is exercised following abandonment of the Premises by Tenant, then
Landlord shall consider any personal property belonging to Tenant and left on
the Premises to also have been abandoned, in which case Landlord may
dispose of all such personal property in any manner Landlord shall deem
proper and Landlord is hereby relieved of all liability for doing so.
23. RIGHTS AND REMEDIES. The rights and remedies under this lease are
cumulative, and either party's using any one right or remedy will not preclude
or waive that party's right to use any other. These rights and remedies are in
addition to any other rights the parties may have by law, statute, ordinance, or
otherwise.
24. RECORDING OF AGREEMENT. Tenant shall not record this Agreement on
the Public Records of any public office. In the event that Tenant shall record
this Agreement, this Agreement shall, at Landlord's option, terminate
immediately and Landlord shall be entitled to all rights and remedies that it
has at law or in equity.
25. GOVERNING LAW. This Agreement shall be governed, construed and
interpreted by, through and under the Laws of the State of Alabama.
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26. SEVERABILITY. If any provision of this Agreement or the application thereof
shall, for any reason and to any extent, be invalid or unenforceable, neither
the remainder of this Agreement nor the application of the provision to other
persons, entities or circumstances shall be affected thereby, but instead shall
be enforced to the maximum extent permitted by law.
27. BINDING EFFECT. The covenants, obligations and conditions herein
contained shall be binding on and inure to the benefit of the heirs, legal
representatives, and assigns of the parties hereto.
28. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for
convenience of reference only and they are not intended to have any effect
whatsoever in determining the rights or obligations of the Landlord or Tenant.
29. CONSTRUCTION. The pronouns used herein shall include, where
appropriate, either gender or both, singular and plural.
30. NON-WAIVER. No indulgence, waiver, election or non-election by Landlord
under this Agreement shall affect Tenant's duties and liabilities hereunder.
31. MODIFICATION. The parties hereby agree that this document contains the
entire agreement between the parties and this Agreement shall not be
modified, changed, altered or amended in any way except through a written
amendment signed by all of the parties hereto.
32. NOTICE. Any notice required or permitted under this Lease or under state
law shall be deemed sufficiently given or served if sent by United States
certified mail, return receipt requested, addressed as follows:
If to Landlord to:
______________________________________________
[Landlord's
Name]
______________________________________________
______________________________________________
[Landlord's Address]
If to Tenant to:
______________________________________________
[Tenant's
Name]
______________________________________________
______________________________________________
[Tenant's Address]
Landlord and Tenant shall each have the right from time to time to change the
place notice is to be given under this paragraph by written notice thereof to
the other party.
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33. ADDITIONAL PROVISIONS; DISCLOSURES.
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
[Landlord should note above any disclosures about the premises that may be
required under Federal or Alabama law, such as known lead-based paint
hazards in the Premises. The Landlord should also disclose any flood
hazards.]
As to Landlord this ______ day of ________________________, 20_____.
LANDLORD:
Sign: ___________________________________ Print:
_________________________________ Date: ______________
As to Tenant, this ______ day of ________________________, 20_____.
TENANT ("Tenant"):
Sign: ___________________________________ Print:
__________________________________ Date: ______________
TENANT:
Sign: ___________________________________ Print:
__________________________________ Date: ______________
TENANT:
Sign: ___________________________________ Print:
__________________________________ Date: ______________
TENANT:
Sign: ___________________________________ Print:
__________________________________ Date: ______________
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NOTICE OF DISMISSAL
TOP
Date:________________________________
To:__________________________________
We regret to notify you that your employment with the firm shall be terminated on
________________________ , 20____, because of the following reasons:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Severance pay shall be in accordance with company policy. Within 30 days of termination
we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in
accordance with applicable law and/or provisions of our personnel policy. Please contact
________________________________, at your earliest convenience, who will explain each
of these items and arrange with you for the return of any company property.
We sincerely regret this action is necessary.
Very truly,
____________________________________
Copies to:
[Insert List]
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WARNING NOTICE
TOP
[DATE]
To: [EMPLOYEE'S NAME]
Dear [EMPLOYEE'S NAME]:
On ___________, 20_____, at ____________, we met to discuss your unsatisfactory
performance. Specifically, we identified the following as being unsatisfactory:
In order to improve your performance, you should:
I will assist you in any way I can to remedy the problem; however, unless these matters can
be corrected, I shall have no alternative but to undertake further disciplinary or corrective
action, which may include suspension.
Sincerely,
[NAME OF COMPANY]
______________________________
[SUPERVISOR NAME]
[TITLE]
I hereby acknowledge receipt of this warning:
______________________________
[EMPLOYEE'S NAME]
cc: Personal File
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TOP
DISCIPLINARY NOTICE
TOP
Employee Name:
______________________________________________________
First
Department:
Middle
______________________________________________________
_____ Written Warning
1.
Last
_____ Final Warning
Statement of the problem: ____________________________________________
_________________________________________________________________________
_________________________________________________________________________
2.
Prior discussion or warnings on this subject, whether oral or written:
_________________________________________________________________________
_________________________________________________________________________
3.
Company policy on this subject:_______________________________________
_________________________________________________________________________
_________________________________________________________________________
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4.
Summary of corrective action to be taken by the Company and/or employee:
_________________________________________________________________________
_________________________________________________________________________
5.
Consequences of failure to improve performance or correct behavior:
_________________________________________________________________________
_________________________________________________________________________
6.
Employee Statement:________________________________________________
_________________________________________________________________________
_________________________________________________________________________
Employee Signature:
__________________________________
Date: ____________
Management Approval: __________________________________
Date: ____________
Distribution: One copy to Employee, one copy to Supervisor, and original to Personnel
File
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NOTICE OF TERMINATION DUE TO WORK RULES VIOLATION
TOP
Date:_______________________
To:
You are hereby given notice that your employment with the company shall be terminated on
_________________________, 20____.
This action is necessary due to the following violations of company work rules:
Your final paycheck shall be for the period ending ______________. There shall be no
severance pay since your termination was for just cause. Please
contact_______________________________ concerning insurance coverage or other
accrued benefits to which you may be entitled.
We regret this action is necessary and wish you success in your future endeavors.
Sincerely,
____________________________________
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PAYROLL DEDUCTION AUTHORIZATION
TOP
The undersigned hereby authorizes_______________________________ (name of
company) to deduct a total of $_______________ from my gross earnings each payroll
period beginning _________________ (date), as follows:
In payment for:
Amount:
___ Credit Union
$_________._____
___ Employee Savings Plan
$_________._____
___ 401(k) Plan
$_________._____
___ Union Dues
$_________._____
___ _____________________________
$_________._____
___ _____________________________
$_________._____
___ _____________________________
$_________._____
___ _____________________________
$_________._____
Total
$_________._____
_______________________________________ ________________
Signature
Date
_______________________________________
Printed Name
_______________________________________
Social Security Number
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Agreement to Sublease/Sublet
TOP
This agreement is to sublet real property according to the terms specified below.
The sublessor agrees to sublet, and the subtenant agrees to take the premises
described below. Both parties agree to keep, perform, and fulfill the promises,
conditions and agreements expressed below:
1. SUBLESSOR: The sublessor is:
_________________________________________.
2. SUBTENANT: The subtenant is:
_________________________________________.
3. PREMISES: The location of the premises is:
_________________________________________________________.
4. TERM: The term of this sublease is __________________, beginning
__________________, 20____ and ending __________________, 20____.
5. RENT PAYMENTS: The rent is $ ________ per month, payable in advance on
the ____________ day of the month. The rent is payable to ________________ at
___________________________________________________________________
______[address].
6. AGREEMENT TERMINATION: The sublease agreement will terminate on
__________________, 20____. There shall be no holding over under the terms of
this sublease agreement under any circumstances.
7. UTILITIES: All charges for utilities connected with premises which are to be paid
by the sublessor under the master lease shall be paid by the subtenant for the term
of this sublease.
8. PROPERTY CONDITION: Subtenant agrees to surrender and deliver to the
sublessor the premises and all furniture and decorations within the premises in as
good a condition as they were at the beginning of the term, reasonable wear and
tear excepted. The subtenant will be liable to the sublessor for any damages
occurring to the premises or the contents thereof or to the building which are done
by the subtenant or his guests.
9. DEPOSIT: Subtenant agrees to pay sublessor a deposit of $______________ to
cover damages beyond normal wear and tear, unpaid rent, and unpaid utilities.
Sublessor agrees that if the premises and contents thereof are returned to him/her in
the same condition as when received by the subtenant, reasonable wear and tear
thereof excepted, and if there is no unpaid rent or unpaid utility bills owed by the
subtenant, he/she will refund to the subtenant $______________ at the end of the
term, or within 30 days thereafter. Any reason for retaining a portion of the deposit
shall be explained in writing within 30 days to the subtenants.
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10. INVENTORY FORM: At the time of the taking possession of the premises by the
subtenant, the sublessor will provide the subtenant with an inventory form within
three (3) days of taking possession.
11. ORIGINAL LEASE: The sublease agreement incorporates and is subject to the
original lease agreement between the sublessor and his lessor, a copy of which is
attached hereto, and which is hereby referred to and incorporated as if it were set
out here at length. The subtenant agrees to assume all of the obligations and
responsibilities of the sublessor under the original lease for the duration of the
sublease agreement.
12. OTHER TERMS AND CONDITIONS: ____________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
13. SOLE AGREEMENT: The parties hereby agree that this document contains the
entire agreement between the parties and this Agreement shall not be modified,
changed, altered or amended in any way except through a written amendment
signed by all of the parties hereto. (Any oral representations made at the time of
executing this lease are not legally valid, and therefore, are not binding upon either
party).
14. GOVERNING LAW. This Agreement shall be governed, construed and
interpreted by, through and under the Laws of the State of Alabama.
15. CONSTRUCTION: The words "sublessor" and "subtenant" as used herein
include the plural as well as the singular. The pronouns used herein shall include,
where appropriate, either gender or both, singular and plural.
16. PARENTAL/GUARDIAN GUARANTEE: If the subtenant is under18 years of
age, then his/her legal guardian or parent guarantees and agrees to perform all of
the terms, covenants and conditions of this sublease by affixing his signature.
17. ACKNOWLEDGEMENT OF COPY RECEIVED: Each party signing this
sublease acknowledges receipt of a copy thereof.
18. LANDLORD APPROVAL: This sublease is not binding upon either party unless
approved by the landlord as provided below, provided such approval is required by
the original lease.
The parties hereby bind themselves to this agreement by their signatures affixed
below on this _________ day of __________________, 20____.
Printed Name of Sublessor(s):
Signature of Sublessor(s):
1. __________________________________
1. __________________________________
2. __________________________________
2. __________________________________
3. __________________________________
3. __________________________________
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Printed Name of Subtenant(s):
Signature of Subtenant(s):
1. __________________________________
1. __________________________________
2. __________________________________
2. __________________________________
3. __________________________________
3. __________________________________
(Include parent or guardian signature, if subtenant is under 18
years of age.)
I hereby give my consent as landlord to subletting of the above described premises as set out in
this sublease agreement.
Printed Name of Landlord or Agent:
Signature of Landlord or Agent:
____________________________________
____________________________________
ORIGINAL LEASE ATTACHED:
_____Yes _____No
INVENTORY CHECK ATTACHED: _____Yes _____No
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Commercial Lease Agreement
TOP
This Commercial Lease Agreement ("Lease") is made and effective
_______________________ [Date], by and between _______________________
[Landlord] ("Landlord") and _______________________ [Tenant] ("Tenant").
Landlord is the owner of land and improvements commonly known and numbered as
___________________________________________________________________
__ [Address of Building] and legally described as follows (the "Building"):
___________________________________________________________________
__
___________________________________________________________________
__ [Legal Description of Building]
Landlord makes available for lease a portion of the Building designated as
__________________________________________________ [Suite or Other
Number of Leased Building] (the "Leased Premises").
Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to
lease the Leased Premises from Landlord for the term, at the rental and upon the
covenants, conditions and provisions herein set forth.
THEREFORE, in consideration of the mutual promises herein, contained and other
good and valuable consideration, it is agreed:
1. Term.
A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby
leases the same from Landlord, for an "Initial Term" beginning
_______________________ [Start Date] and ending _______________________
[End Date]. Landlord shall use its best efforts to give Tenant possession as nearly
as possible at the beginning of the Lease term. If Landlord is unable to timely
provide the Leased Premises, rent shall abate for the period of delay. Tenant shall
make no other claim against Landlord for any such delay.
B. Tenant may renew the Lease for one extended term of
_______________________ [Renewal Term]. Tenant shall exercise such renewal
option, if at all, by giving written notice to Landlord not less than ninety (90) days
prior to the expiration of the Initial Term. The renewal term shall be at the rental set
forth below and otherwise upon the same covenants, conditions and provisions as
provided in this Lease.
2. Rental.
A. Tenant shall pay to Landlord during the Initial Term rental of
_______________________ [Annual Rent] per year, payable in installments of
_______________________ [Monthly Rental Amount] per month. Each
installment payment shall be due in advance on the first day of each calendar month
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during the lease term to Landlord at
___________________________________________________________________
__ [Landlord's Designated Payment Address] or at such other place designated
by written notice from Landlord or Tenant. The rental payment amount for any partial
calendar months included in the lease term shall be prorated on a daily basis.
Tenant shall also pay to Landlord a "Security Deposit" in the amount of
_______________________ [Security Deposit].
B. The rental for any renewal lease term, if created as permitted under this Lease,
shall be _______________________ [Annual Rent in Renewal Term] per year
payable in installments of _______________________ [Monthly Rental Amount]
per month.
3. Use
Notwithstanding the forgoing, Tenant shall not use the Leased Premises for the
purposes of storing, manufacturing or selling any explosives, flammables or other
inherently dangerous substance, chemical, thing or device.
4. Sublease and Assignment.
Tenant shall have the right without Landlord's consent, to assign this Lease to a
corporation with which Tenant may merge or consolidate, to any subsidiary of
Tenant, to any corporation under common control with Tenant, or to a purchaser of
substantially all of Tenant's assets. Except as set forth above, Tenant shall not
sublease all or any part of the Leased Premises, or assign this Lease in whole or in
part without Landlord's consent, such consent not to be unreasonably withheld or
delayed.
5. Repairs.
During the Lease term, Tenant shall make, at Tenant's expense, all necessary
repairs to the Leased Premises. Repairs shall include such items as routine repairs
of floors, walls, ceilings, and other parts of the Leased Premises damaged or worn
through normal occupancy, except for major mechanical systems or the roof, subject
to the obligations of the parties otherwise set forth in this Lease.
6. Alterations and Improvements.
Tenant, at Tenant's expense, shall have the right following Landlord's consent to
remodel, redecorate, and make additions, improvements and replacements of and to
all or any part of the Leased Premises from time to time as Tenant may deem
desirable, provided the same are made in a workmanlike manner and utilizing good
quality materials. Tenant shall have the right to place and install personal property,
trade fixtures, equipment and other temporary installations in and upon the Leased
Premises, and fasten the same to the premises. All personal property, equipment,
machinery, trade fixtures and temporary installations, whether acquired by Tenant at
the commencement of the Lease term or placed or installed on the Leased Premises
by Tenant thereafter, shall remain Tenant's property free and clear of any claim by
Landlord. Tenant shall have the right to remove the same at any time during the term
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of this Lease provided that all damage to the Leased Premises caused by such
removal shall be repaired by Tenant at Tenant's expense.
7. Property Taxes.
Landlord shall pay, prior to delinquency, all general real estate taxes and
installments of special assessments coming due during the Lease term on the
Leased Premises, and all personal property taxes with respect to Landlord's
personal property, if any, on the Leased Premises. Tenant shall be responsible for
paying all personal property taxes with respect to Tenant's personal property at the
Leased Premises.
8. Insurance.
A. If the Leased Premises or any other part of the Building is damaged by fire or
other casualty resulting from any act or negligence of Tenant or any of Tenant's
agents, employees or invitees, rent shall not be diminished or abated while such
damages are under repair, and Tenant shall be responsible for the costs of repair
not covered by insurance.
B. Landlord shall maintain fire and extended coverage insurance on the Building and
the Leased Premises in such amounts as Landlord shall deem appropriate. Tenant
shall be responsible, at its expense, for fire and extended coverage insurance on all
of its personal property, including removable trade fixtures, located in the Leased
Premises.
C. Tenant and Landlord shall, each at its own expense, maintain a policy or policies
of comprehensive general liability insurance with respect to the respective activities
of each in the Building with the premiums thereon fully paid on or before due date,
issued by and binding upon some insurance company approved by Landlord, such
insurance to afford minimum protection of not less than $1,000,000 combined single
limit coverage of bodily injury, property damage or combination thereof. Landlord
shall be listed as an additional insured on Tenant's policy or policies of
comprehensive general liability insurance, and Tenant shall provide Landlord with
current Certificates of Insurance evidencing Tenant's compliance with this
Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord
that a policy is due to expire at least (10) days prior to such expiration. Landlord shall
not be required to maintain insurance against thefts within the Leased Premises or
the Building.
9. Utilities.
Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other
services and utilities used by Tenant on the Leased Premises during the term of this
Lease unless otherwise expressly agreed in writing by Landlord. In the event that
any utility or service provided to the Leased Premises is not separately metered,
Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro
rata share of the charges. Tenant shall pay such amounts within fifteen (15) days of
invoice. Tenant acknowledges that the Leased Premises are designed to provide
standard office use electrical facilities and standard office lighting. Tenant shall not
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use any equipment or devices that utilizes excessive electrical energy or which may,
in Landlord's reasonable opinion, overload the wiring or interfere with electrical
services to other tenants.
10. Signs.
Following Landlord's consent, Tenant shall have the right to place on the Leased
Premises, at locations selected by Tenant, any signs which are permitted by
applicable zoning ordinances and private restrictions. Landlord may refuse consent
to any proposed signage that is in Landlord's opinion too large, deceptive,
unattractive or otherwise inconsistent with or inappropriate to the Leased Premises
or use of any other tenant. Landlord shall assist and cooperate with Tenant in
obtaining any necessary permission from governmental authorities or adjoining
owners and occupants for Tenant to place or construct the foregoing signs. Tenant
shall repair all damage to the Leased Premises resulting from the removal of signs
installed by Tenant.
11. Entry.
Landlord shall have the right to enter upon the Leased Premises at reasonable hours
to inspect the same, provided Landlord shall not thereby unreasonably interfere with
Tenant's business on the Leased Premises.
12. Parking.
During the term of this Lease, Tenant shall have the non-exclusive use in common
with Landlord, other tenants of the Building, their guests and invitees, of the nonreserved common automobile parking areas, driveways, and footways, subject to
rules and regulations for the use thereof as prescribed from time to time by Landlord.
Landlord reserves the right to designate parking areas within the Building or in
reasonable proximity thereto, for Tenant and Tenant's agents and employees.
Tenant shall provide Landlord with a list of all license numbers for the cars owned by
Tenant, its agents and employees. Separated structured parking, if any, located
about the Building is reserved for tenants of the Building who rent such parking s
paces. Tenant hereby leases from Landlord _______________________ [Number
of Parking Spaces] spaces in such structural parking area, such spaces to be on a
first come-first served basis. In consideration of the leasing to Tenant of such
spaces, Tenant shall pay a monthly rental of _______________________ [Parking
Space Rental] per space throughout the term of the Lease. Such rental shall be due
and payable each month without demand at the time herein set for the payment of
other monthly rentals, in addition to such other rentals.
13. Building Rules.
Tenant will comply with the rules of the Building adopted and altered by Landlord
from time to time and will cause all of its agents, employees, invitees and visitors to
do so; all changes to such rules will be sent by Landlord to Tenant in writing. The
initial rules for the Building are attached hereto as Exhibit "A" and incorporated
herein for all purposes.
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14. Damage and Destruction.
Subject to Section 8 A. above, if the Leased Premises or any part thereof or any
appurtenance thereto is so damaged by fire, casualty or structural defects that the
same cannot be used for Tenant's purposes, then Tenant shall have the right within
ninety (90) days following damage to elect by notice to Landlord to terminate this
Lease as of the date of such damage. In the event of minor damage to any part of
the Leased Premises, and if such damage does not render the Leased Premises
unusable for Tenant's purposes, Landlord shall promptly repair such damage at the
cost of the Landlord. In making the repairs called for in this paragraph, Landlord shall
not be liable for any delays resulting from strikes, governmental restrictions , inability
to obtain necessary materials or labor or other matters which are beyond the
reasonable control of Landlord. Tenant shall be relieved from paying rent and other
charges during any portion of the Lease term that the Leased Premises are
inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes.
Rentals and other charges paid in advance for any such periods shall be credited on
the next ensuing payments, if any, but if no further payments are to be made, any
such advance payments shall be refunded to Tenant. The provisions of this
paragraph extend not only to the matters aforesaid, but also to any occurrence which
is beyond Tenant's reasonable control and which renders the Leased Premises, or
any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in
part, for Tenant's purposes.
15. Default.
If default shall at any time be made by Tenant in the payment of rent when due to
Landlord as herein provided, and if said default shall continue for fifteen (15) days
after written notice thereof shall have been given to Tenant by Landlord, or if default
shall be made in any of the other covenants or conditions to be kept, observed and
performed by Tenant, and such default shall continue for thirty (30) days after notice
thereof in writing to Tenant by Landlord without correction thereof then having been
commenced and thereafter diligently prosecuted, Landlord may declare the term of
this Lease ended and terminated by giving Tenant written notice of such intention,
and if possession of the Leased Premises is not surrendered, Landlord may reenter
said premises. Landlord shall have, in addition to the remedy above provided, any
other right or remedy available to Landlord on account of any Tenant default, either
in law or equity. Landlord shall use reasonable efforts to mitigate its damages.
16. Quiet Possession.
Landlord covenants and warrants that upon performance by Tenant of its obligations
hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable
and undisturbed and uninterrupted possession of the Leased Premises during the
term of this Lease.
17. Condemnation.
If any legally, constituted authority condemns the Building or such part thereof which
shall make the Leased Premises unsuitable for leasing, this Lease shall cease when
the public authority takes possession, and Landlord and Tenant shall account for
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rental as of that date. Such termination shall be without prejudice to the rights of
either party to recover compensation from the condemning authority for any loss or
damage caused by the condemnation. Neither party shall have any rights in or to
any award made to the other by the condemning authority.
18. Subordination.
Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or
other lien presently existing or hereafter arising upon the Leased Premises, or upon
the Building and to any renewals, refinancing and extensions thereof, but Tenant
agrees that any such mortgagee shall have the right at any time to subordinate such
mortgage, deed of trust or other lien to this Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate in its discretion. Landlord is
hereby irrevocably vested with full power and authority to subordinate this Lease to
any mortgage, deed of trust or other lien now existing or hereafter placed upon the
Leased Premises of the Building, and Tenant agrees upon demand to execute such
further instruments subordinating this Lease or attorning to the holder of any such
liens as Landlord may request. In the event that Tenant should fail to execute any
instrument of subordination herein require d to be executed by Tenant promptly as
requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to
execute such instrument in Tenant's name, place and stead, it being agreed that
such power is one coupled with an interest. Tenant agrees that it will from time to
time upon request by Landlord execute and deliver to such persons as Landlord
shall request a statement in recordable form certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same is in
full force and effect as so modified), stating the dates to which rent and other
charges payable under this Lease have been paid, stating that Landlord is not in
default hereunder (or if Tenant alleges a default stating the nature of such alleged
default) and further stating such other matters as Landlord shall reasonably require.
19. Security Deposit.
The Security Deposit shall be held by Landlord without liability for interest and as
security for the performance by Tenant of Tenant's covenants and obligations under
this Lease, it being expressly understood that the Security Deposit shall not be
considered an advance payment of rental or a measure of Landlord's damages in
case of default by Tenant. Unless otherwise provided by mandatory non-waivable
law or regulation, Landlord may commingle the Security Deposit with Landlord' s
other funds. Landlord may, from time to time, without prejudice to any other remedy,
use the Security Deposit to the extent necessary to make good any arrearages of
rent or to satisfy any other covenant or obligation of Tenant hereunder. Following
any such application of the Security Deposit, Tenant shall pay to Landlord on
demand the amount so applied in order to restore the Security Deposit to its original
amount. If Tenant is not in default at the termination of this Lease, the balance of the
Security Deposit remaining after any such application shall be returned by Landlord
to Tenant. If Landlord transfers its interest in the Premises during the term of this
Lease, Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of such Security Deposit.
20. Notice.
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Any notice required or permitted under this Lease shall be deemed sufficiently given
or served if sent by United States certified mail, return receipt requested, addressed
as follows:
If to Landlord to:
______________________________________________
[Landlord]
______________________________________________
[Landlord's Address]
If to Tenant to:
______________________________________________
[Tenant]
______________________________________________
[Tenant's Address]
Landlord and Tenant shall each have the right from time to time to change the place
notice is to be given under this paragraph by written notice thereof to the other party.
21. Brokers.
Tenant represents that Tenant was not shown the Premises by any real estate
broker or agent and that Tenant has not otherwise engaged in, any activity which
could form the basis for a claim for real estate commission, brokerage fee, finder's
fee or other similar charge, in connection with this Lease.
22. Waiver.
No waiver of any default of Landlord or Tenant hereunder shall be implied from any
omission to take any action on account of such default if such default persists or is
repeated, and no express waiver shall affect any default other than the default
specified in the express waiver and that only for the time and to the extent therein
stated. One or more waivers by Landlord or Tenant shall not be construed as a
waiver of a subsequent breach of the same covenant, term or condition.
23. Memorandum of Lease.
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The parties hereto contemplate that this Lease should not and shall not be filed for
record, but in lieu thereof, at the request of either party, Landlord and Tenant shall
execute a Memorandum of Lease to be recorded for the purpose of giving record
notice of the appropriate provisions of this Lease.
24. Headings.
The headings used in this Lease are for convenience of the parties only and shall
not be considered in interpreting the meaning of any provision of this Lease.
25. Successors.
The provisions of this Lease shall extend to and be binding upon Landlord and
Tenant and their respective legal representatives, successors and assigns.
26. Consent.
Landlord shall not unreasonably withhold or delay its consent with respect to any
matter for which Landlord's consent is required or desirable under this Lease.
27. Performance.
If there is a default with respect to any of Landlord's covenants, warranties or
representations under this Lease, and if the default continues more than fifteen (15)
days after notice in writing from Tenant to Landlord specifying the default, Tenant
may, at its option and without affecting any other remedy hereunder, cure such
default and deduct the cost thereof from the next accruing installment or installments
of rent payable hereunder until Tenant shall have been fully reimbursed for such
expenditures, together with interest thereon at a rate equal to the lesser of twelve
percent (12%) per annum or the then highest lawful rate. If this Lease terminates
prior to Tenant's receiving full reimbursement, Landlord shall pay the unreimbursed
balance plus accrued interest to Tenant on demand.
28. Compliance with Law.
Tenant shall comply with all laws, orders, ordinances and other public requirements
now or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall
comply with all laws, orders, ordinances and other public requirements now or
hereafter affecting the Leased Premises.
29. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
30. Governing Law.
This Agreement shall be governed, construed and interpreted by, through and under
the Laws of the State of Alabama.
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IN WITNESS WHEREOF, the parties have executed this Lease as of the day and
year first above written.
______________________________________________
[Landlord] Signature Block
______________________________________________
[Tenant] Signature Block
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MARITAL SETTLEMENT AGREEMENT
TOP
AGREEMENT made on this ____________ day of ___________________, 20_____, by and
between _____________________________________ (hereinafter referred to as "Wife"), who
resides at ______________________________________________________________ [insert
full residential address of Wife] and _____________________________________ (hereinafter
referred to as "Husband"), who resides at
______________________________________________________________ [insert full
residential address of Husband].
WHEREAS, we were married on the ___________ day of _____________________, _______,
in _________________________, State of _________________________, and we now
mutually desire to dissolve our marriage and mutually agree to live permanently separate and
apart from each other, as if we were single;
WHEREAS, we each have exercised good faith and have made fair, accurate, and complete
disclosure to each other regarding all financial and property matters pertaining to this marital
settlement agreement;
WHEREAS, we mutually desire to settle by agreement all matters regarding our marital affairs,
child custody and visitation, personal and real property, and finances;
WHEREAS, we mutually intend this agreement to be a final disposition regarding the marital
issues addressed herein and intend that this agreement be incorporated into any subsequent
JUDGEMENT FOR DIVORCE.
THEREFORE, in exchange for the mutual promises herein contained, we agree to live separately
and to divide our property and finances according to the following mutually agreed upon terms
and conditions:
1. CHILDREN
Husband and Wife have the following child(ren) born or adopted into their marriage:
Name: ____________________________________ Date of Birth: __________________
Name: ____________________________________ Date of Birth: __________________
Name: ____________________________________ Date of Birth: __________________
Name: ____________________________________ Date of Birth: __________________
A. CUSTODY
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To settle all issues in relation to custody in a manner consistent with the best interest of the
child(ren), Husband and Wife agree as follows:
Husband shall have sole custody of ______________________________________
____________________________________________________________________.
Wife shall have sole custody of __________________________________________
____________________________________________________________________.
Husband and Wife shall have joint custody of _______________________________
____________________________________________________________________.
B. VISITATION
To settle all issues in relation to the visitation rights in a manner consistent with the best interest
of the child(ren), Husband and Wife agree as follows:
1) Husband shall have the following rights of visitation:
Weekends:
Husband shall have visitation rights on the following days and times [choose one:] ______ each
weekend OR ______ every other weekend:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Weekdays:
Husband shall have visitation rights on the following days and times during [choose one:] ______
each week OR ______ every other week:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Yearly Vacation:
Husband shall have visitation rights for the following vacation periods each year:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Holidays (Even-Numbered Years):
Husband shall have visitation rights for the following holidays during even-numbered years:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Holidays (Odd-Numbered Years):
Husband shall have visitation rights for the following holidays during odd-numbered years:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
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Other Visitation Rights:
Husband shall have the following additional visitation rights:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________.
2) Wife shall have the following rights of visitation:
Weekends:
Wife shall have visitation rights on the following days and times [choose one:] ______ each
weekend OR ______ every other weekend:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Weekdays:
Wife shall have visitation rights on the following days and times during [choose one:] ______
each week OR ______ every other week:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Yearly Vacation:
Wife shall have visitation rights for the following vacation periods each year:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Holidays (Even-Numbered Years):
Wife shall have visitation rights for the following holidays during even-numbered years:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Holidays (Odd-Numbered Years):
Wife shall have visitation rights for the following holidays during odd-numbered years:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Other Visitation Rights:
Wife shall have the following additional visitation rights:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________.
2. REAL ESTATE
A. RESIDENCE
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Husband shall reside at _________________________________________________
____________________________________________________________________.
Wife shall reside at_____________________________________________________
____________________________________________________________________.
B. HOMESTEAD
Husband and Wife own the following real property as their family residence, located at
____________________________________________________________________
____________________________________________________________________.
Husband and Wife agree that ____________________________ shall continue to reside at the
above mentioned family residence.
Rights, responsibilities and expenses regarding the above mentioned family residence shall be
distributed as follows:
1)
Title:
Husband shall have the following rights of title and ownership in the family residence:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
Wife shall have the following rights of title and ownership in the family residence:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
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2)
Expenses, Mortgage and Maintenance:
Husband shall be responsible for and pay the following expenses regarding the family
residence:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
Wife shall be responsible for and pay the following expenses regarding the family
residence:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
C. OTHER REAL ESTATE
Husband and Wife jointly own the following other real estate to be divided as follows:
1) To Husband:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
2)
To Wife:
_______________________________________________________________________
______
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_______________________________________________________________________
______
_______________________________________________________________________
______
3. PERSONAL PROPERTY
A. HOUSEHOLD GOODS
Husband and Wife jointly own the following household goods to be divided as follows:
1) To Husband:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
2) To Wife:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
B. AUTOMOBILES
Husband and Wife jointly own the following automobiles to be divided as follows:
1) To Husband:
_______________________________________________________________________
______
_______________________________________________________________________
______
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_______________________________________________________________________
______
2) To Wife:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
C. OTHER PERSONAL PROPERTY
Husband and Wife own the following other personal property to be divided as follows:
1) To Husband:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
2) To Wife:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
4. BANK ACCOUNTS
Husband and Wife jointly hold the following bank accounts:
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________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
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________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
The above mentioned accounts shall be divided as follows:
1) To Husband:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
2) To Wife:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
5. DEBTS
Husband and Wife jointly hold the following debts outstanding:
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________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
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________________________________________ (Account Number)
________________________________________ (Account Balance)
________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Institution)
The above mentioned debts shall be divided as follows:
1) Husband agrees to pay and assume all responsibility for the following debts:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
2) Wife agrees to pay and assume all responsibility for the following debts:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
Husband and Wife agree that from the date of this agreement, neither shall assume any joint debt
or liability. Husband and Wife agree that each shall be individually responsible for all debts that
he or she acquires subsequent to the date of this agreement.
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6. TAX LIABILITY
A. Husband and Wife agree that any joint tax liability shall be assumed as follows:
1) By Husband:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
2) By Wife:
_______________________________________________________________________
______
_______________________________________________________________________
______
_______________________________________________________________________
______
B. The custodial parent shall have the sole right to claim as a dependent for state and federal
income tax purposes any child over which he or she has custody. In the event of joint custody,
the Husband and Wife agree as follows with respect to who shall hold this right:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________.
7. LIFE INSURANCE
A. Husband owns the following life insurance policies naming Wife as beneficiary:
___________________________________ (Policy Number)
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___________________________________ (Policy Amount)
___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Institution)
___________________________________ (Policy Number)
___________________________________ (Policy Amount)
___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Institution)
___________________________________ (Policy Number)
___________________________________ (Policy Amount)
___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Institution)
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Husband agrees that Wife [check one:] _________shall, or _________shall not remain the
beneficiary of the following life insurance policies:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
B. Wife owns the following life insurance policies naming Husband as beneficiary:
___________________________________ (Policy Number)
___________________________________ (Policy Amount)
___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Institution)
___________________________________ (Policy Number)
___________________________________ (Policy Amount)
___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Institution)
___________________________________ (Policy Number)
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___________________________________ (Policy Amount)
___________________________________
___________________________________
___________________________________
___________________________________
(Name and Address of Institution)
Wife agrees that Husband [check one:] _________shall, or _________shall not remain the
beneficiary of the following life insurance policies:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
8. HEALTH INSURANCE
Husband and Wife agree as follows in relation to their respective health care coverage:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
9. SPOUSAL SUPPORT
A. Husband shall pay to Wife spousal support in the sum of _____________________________
dollars ($______), _________________________ [specify "weekly" or "monthly"], beginning on
the ____________ day of __________________, 20 ____. Husband shall continue to pay this
sum for a period of ________________________, subject to the following mutually agreed upon
conditions:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________.
B. Wife shall pay to Husband spousal support in the sum of _____________________________
dollars ($______), _________________________ [specify "weekly" or "monthly"], beginning on
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the ____________ day of __________________, 20 ____. Wife shall continue to pay this sum
for a period of ________________________, subject to the following mutually agreed upon
conditions:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________.
10. CHILD SUPPORT
A. Husband shall pay to Wife child support in the sum of _____________________________
dollars ($______) per child, _________________________ [specify "weekly" or "monthly"],
beginning on the ____________ day of __________________, 20 ____. Husband shall continue
to pay this sum for a period of ________________________ or until the child reaches the age of
majority, becomes self-supporting, marries, or dies, subject to the following mutually agreed upon
conditions:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________.
B. Wife shall pay to Husband child support in the sum of _____________________________
dollars ($______) per child, _________________________ [specify "weekly" or "monthly"],
beginning on the ____________ day of __________________, 20 ____. Wife shall continue to
pay this sum for a period of ________________________ or until the child reaches the age of
majority, becomes self-supporting, marries, or dies, subject to the following mutually agreed upon
conditions:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________.
C. All payments of child support pursuant to this agreement shall be made and delivered in the
following manner: [choose one:] _______ All payments of child support shall be paid directly
through the appropriate state agency, official, or court designated by the laws of the State of
Alabama to receive and disburse such child support payments, or _______ All payments of child
support shall be made directly to the parent to whom the child support payments are due;
however, the parent to whom payments are due reserves the right to require, upon written notice
to the paying parent, such child support payments to be paid directly to the appropriate state
agency, official, or court designated by the laws of the State of Alabama to receive and disburse
such child support payments.
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D. In the event the obligated parent's income increases, the amount of child support shall be
increased proportionately, and such increase shall be computed effective the date of the
increase.
E. As additional child support, the obligated parent shall maintain medical and dental insurance
on behalf of each child and shall pay any medical expenses not covered by said insurance.
F. As additional child support, the obligated parent [choose one:] _______ shall or _______
shall not pay one-half of the amount needed for each child's college education.
11. LEGAL NAME
Husband and Wife agree that upon the court's ordering a JUDGEMENT FOR DIVORCE, Wife
shall have the right to retain her married name or shall also have the right to return to her maiden
or former name: _________________________________ [insert Wife's maiden name].
12. FINAL AGREEMENT
This agreement sets forth the entire agreement and understanding between the Husband and
Wife relating to the settlement of martial property and finances and supersedes all prior
discussions between us. No modification of or amendment to this agreement, nor any waiver of
any rights under this agreement, will be effective unless in writing signed by the party to be
charged.
13. ACKNOWLEDGEMENT
Husband and Wife acknowledge that each has entered into this agreement in good faith, without
any duress or undue influence. Each understands his or her right to seek independent counsel
regarding this agreement, and each has had the opportunity to seek independent counsel prior to
signing this agreement.
14. CHOICE OF LAW
Husband and Wife agree that this agreement shall be governed and construed in accordance
with the laws of the State of Alabama.
Signed and dated this __________ day of _______________________, 20_____.
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________________________________
Wife
________________________________
Husband
________________________________
Witness #1 for Wife
________________________________
Witness #1 for Husband
________________________________
Witness #2 for Wife
________________________________
Witness #2 for Husband
CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC
STATE OF ALABAMA
COUNTY OF ________________
This document was acknowledged before me on _______________ [Date] by
________________________________________________ [name of principal].
[Notary Seal, if any]:
_______________________________
(Signature of Notarial Officer)
Notary Public for the State of Alabama
My commission expires: ___________________
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COMPLAINT FOR DIVORCE
TOP
IN THE CIRCUIT COURT FOR __________________ COUNTY, ALABAMA
In re: the Marriage of
_______________________________
Plaintiff
and
_______________________________
Defendant
)
)
)
)
)
)
)
)
)
_______________________________
Docket No.
The Plaintiff, _______________________________, respectfully declares the
following:
1. Plaintiff's Residence: Plaintiff resides at
___________________________________________________________________
_ [insert Plaintiff's address] and has been a resident of the State of Alabama for
_________ [insert period of residence in months and years].
2. Defendant's Residence: Defendant resides at
___________________________________________________________________
_ [insert Defendant's address] and has been a resident of the State of Alabama for
_________ [insert period of residence in months and years].
3. Marriage: On ______________________, _____, in __________________
(city), __________________ (county), __________________ (state), the Plaintiff
and Defendant married. An official copy of the marriage license is attached to this
COMPLAINT FOR DIVORCE.
4. Jurisdiction: This Court is that of proper jurisdiction to hear this cause. The
Defendant has agreed to file an Affidavit of Consent in this cause. Neither the
Plaintiff or Defendant has been involved in any litigation or other proceeding
involving the other party in this or any other jurisdiction with respect to their marriage
or any other domestic matter.
5. Grounds for No-Fault: Plaintiff wishes a dissolution of marriage with Defendant
based on the following grounds:
___________________________________________________________________
_
___________________________________________________________________
_
___________________________________________________________________
_
___________________________________________________________________
_
[Note: This paragraph must describe sufficient legal basis for divorce as recognized
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by the laws of the State of Alabama. Sufficient basis for a no-fault divorce within
Alabama is limited to the following: (1) irretrievable breakdown of the marriage; (2)
complete incompatibility of temperament such that the parties can no longer live
together; (3) voluntary separation for more than 1 year.
6. Marital Settlement Agreement: Plaintiff and Defendant ___________ have
(copy attached) ___________ have not entered into a Marital Settlement
Agreement.
7. Other Declarations:
___________________________________________________________________
_
___________________________________________________________________
_
___________________________________________________________________
_
NOW, THEREFORE, Plaintiff requests that the court order a JUDGEMENT FOR
DIVORCE and such further relief as Plaintiff may have requested herein.
Verification
I, ______________________________________________[name of Petitioner],
affirm under penalty of perjury that I am the Petitioner in the foregoing COMPLAINT
FOR DIVORCE and that all statements in this Petition are accurate to the best of my
knowledge. I have filed this Complaint in good faith and have not colluded with
anyone in relation to it.
_____________________________________________
Petitioner's Signature
_________________
Date
_____________________________________________
Petitioner's Address, Line 1
_____________________________________________
Petitioner's Address, Line 2
Subscribed and sworn to before me on this ____ day of __________________,
20_____.
__________________________________
Notary
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AFFIDAVIT OF CONSENT
IN THE CIRCUIT COURT FOR __________________ COUNTY, ALABAMA
In re: the Marriage of
_______________________________
Plaintiff
and
_______________________________
Defendant
)
)
)
)
)
)
)
)
)
_______________________________
Docket No.
1. A COMPLAINT FOR DIVORCE was filed between Plaintiff and Defendant on the
_________ day of __________________, 20____.
2. The marriage between Plaintiff and Defendant is irretrievably broken and efforts at
reconciliation have failed.
3. I, _______________________________, have received a copy of the
COMPLAINT FOR DIVORCE, and I have read it thoroughly and understand it. I do
not wish to contest this proceeding. I do not object to the declarations made in the
COMPLAINT FOR DIVORCE. I do hereby consent to the relief requested in therein
and to the entry of a JUDGEMENT FOR DIVORCE dissolving and forever
terminating the marriage between Plaintiff and Defendant. I consent that the court
may hear this cause on any day convenient to the court without further notice to me.
I further consent that the court may enter any order granting any and all the relief
sought in the COMPLAINT FOR DIVORCE.
4. I waive any and all rights I may have to a motion for a new trial, a record
testimony, findings of fact and conclusions of law, notice of trial, a notice of entry of a
JUDGEMENT FOR DIVORCE and my right to appeal. I do not waive any future
rights I may have to the modification of any judgment or decree in relation to this
cause.
5. I affirm under penalty of perjury that all statements in this Affidavit of Consent are
accurate to the best of my knowledge. I have filed this Affidavit of Consent in good
faith and have not colluded with anyone in relation to it, nor have I been subject to
any force or duress in signing it.
_____________________________________________
Signature
_____________________________________________
Address, Line 1
_____________________________________________
Address, Line 2
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STATE OF ALABAMA
COUNTY OF ________________
Subscribed and sworn to before me on this ____ day of __________________,
20_____.
__________________________________
Notary
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TOP
FINAL NOTICE BEFORE LEGAL ACTION
Date: ___________________________
To: ________________________________
Dear ________________________:
We have repeatedly advised you of your long overdue balance in the amount of $
_________________.
Since you have not made payment we have turned your account over to our attorneys and
instructed them to commence suit without further delay.
There is still time, however, to avoid suit if you contact us within the next five (5) days.
This will be your final opportunity to resolve matters without the expense of court
proceedings.
Sincerely,
_______________________________
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LANDLORD'S NOTICE TO VACATE
TOP
Date:
To:
To the above Tenant and all others now in possession of the below described premises:
You are hereby requested to quit, vacate and deliver possession thereof to the undersigned on
or before ____________________, 20____.
This notice to vacate is due to your following breach of tenancy:
Should you fail, refuse or neglect to pay your rent, cure the breach, or vacate said premises
within _____ days from service of this notice, I will take such legal action as the law requires
to evict you from the premises. You are to further understand that we shall in all instances
hold you responsible for all present and future rents due under your tenancy agreement.
Thank you for you cooperation.
______________________________
CERTIFIED MAIL, Return Receipt Requested
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NOTICE TO VACATE FOR NON-PAYMENT OF RENT
TOP
Date: _________________
To:
Notice to you and all others in possession that you are hereby notified to quit and deliver up
the premises you hold as our tenant, namely:
________________________________________________ [insert rental property address].
You are to deliver up said premises on or within ________ [insert number of days permitted
within your state] days of receipt of this notice.
This notice is provided due to non-payment of rent. The present rent arrearage is in the
amount of $_________. You may redeem your tenancy by full payment of said arrears within
three days as provided under the terms of your tenancy or by state law. In the event you fail
to bring your rent payments current or vacate the premises, we shall immediately take legal
action to evict you and to recover all damages due us for the unlawful detention of said
premises.
_______________________________
Landlord
CERTIFIED MAIL, Return Receipt Requeste
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CONFIDENTIALITY AGREEMENT
TOP
This Confidentiality Agreement ("Agreement") is made and effective the [Date] by and
between [Owner] ("Owner") and [Recipient] ("Recipient").
1. Confidential Information.
Owner proposes to disclose certain of its confidential and proprietary information (the
"Confidential Information") to Recipient. Confidential Information shall include all data,
materials, products, technology, computer programs, specifications, manuals, business plans,
software, marketing plans, financial information, and other information disclosed or
submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential
Information disclosed orally shall be identified as such within five (5) days of disclosure.
Nothing herein shall require Owner to disclose any of its information.
2. Recipient's Obligations.
A. Recipient agrees that the Confidential Information is to be considered confidential and
proprietary to Owner and Recipient shall hold the same in confidence, shall not use the
Confidential Information other than for the purposes of its business with Owner, and shall
disclose it only to its officers, directors, or employees with a specific need to know. Recipient
will not disclose, publish or otherwise reveal any of the Confidential Information received
from Owner to any other party whatsoever except with the specific prior written
authorization of Owner.
B. Confidential Information furnished in tangible form shall not be duplicated by Recipient
except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all
Confidential Information received in written or tangible form, including copies, or
reproductions or other media containing such Confidential Information, within ten (10) days
of such request. At Recipient's option, any documents or other media developed by the
Recipient containing Confidential Information may be destroyed by Recipient. Recipient
shall provide a written certificate to Owner regarding destruction within ten (10) days
thereafter.
3. Term.
The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date
Owner last discloses any Confidential Information to Recipient pursuant to this Agreement.
Further, the obligation not to disclose shall not be affected by bankruptcy, receivership,
assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor
by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in
bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the
foregoing under local law.
4. Other Information.
Recipient shall have no obligation under this Agreement with respect to Confidential
Information which is or becomes publicly available without breach of this Agreement by
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Recipient; is rightfully received by Recipient without obligations of confidentiality; or is
developed by Recipient without breach of this Agreement; provided, however, such
Confidential Information shall not be disclosed until thirty (30) days after written notice of
intent to disclose is given to Owner along with the asserted grounds for disclosure.
5. No License.
Nothing contained herein shall be construed as granting or conferring any rights by license or
otherwise in any Confidential Information. It is understood and agreed that neither party
solicits any change in the organization, business practice, service or products of the other
party, and that the disclosure of Confidential Information shall not be construed as
evidencing any intent by a party to purchase any products or services of the other party nor as
an encouragement to expend funds in development or research efforts. Confidential
Information may pertain to prospective or unannounced products. Recipient agrees not to use
any Confidential Information as a basis upon which to develop or have a third party develop
a competing or similar product.
6. No Publicity.
Recipient agrees not to disclose its participation in this undertaking, the existence or terms
and conditions of the Agreement, or the fact that discussions are being held with Owner.
7. Governing Law and Equitable Relief.
This Agreement shall be governed and construed in accordance with the laws of the United
States and the State of [State of Governing Law] and Recipient consents to the exclusive
jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out
of this Agreement. Recipient agrees that in the event of any breach or threatened breach by
Recipient, Owner may obtain, in addition to any other legal remedies which may be
available, such equitable relief as may be necessary to protect Owner against any such breach
or threatened breach.
8. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the
subject matter hereof. This Agreement may be modified only by a further writing that is duly
executed by both parties.
9. No Assignment.
Recipient may not assign this Agreement or any interest herein without Owner's express prior
written consent.
10. 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.
11. Notices.
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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 by certified mail, postage
prepaid, or recognized overnight delivery services.
If to Owner:
[Owner]
[Owner's Address]
If to Recipient:
[Recipient]
[Recipient's Address]
12. No Implied Waiver.
Either party's failure to insist in any one or more instances upon strict performance by the
other party of any of the terms of this Agreement shall not be construed as a waiver of any
continuing or subsequent failure to perform or delay in performance of any term hereof.
13. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
[Owner] Signature Block [Recipient] Signature Block
[Owner] Signature Block [Recipient] Signature Block
[Owner] Signature Block [Recipient] Signature Block
[Owner] Signature Block [Recipient] Signature Block
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Articles of limited partnership.
Articles of Limited Partnership
TOP
This limited partnership agreement is made on _________[date] in _________ by and between
_________ as general partners and _________ as limited partners.
Article I.
Governing Law
The parties to this agreement by it form a limited partnership pursuant to the provisions of the Uniform
Limited Partnership Act of the State of _________, and that act shall govern the rights and liabilities of the
parties to this agreement.
Article II.
Name
The name of this limited partnership shall be _________.
Article III.
Term
This limited partnership shall begin the day the certificate of limited partnership is duly filed and shall
continue until terminated in accordance with this agreement.
Article IV.
Purposes
The purposes of this limited partnership are to invest in improved and unimproved real estate in the
State of _________ and to lease, develop, sell, mortgage, or otherwise transfer all or a portion of the real
estate with the goal of earning a profit for the limited partnership.
Article V.
Principal Place of Business
The principal place of business of the limited partnership shall be in _________ or such other place or
places as the general partners may designate from time to time.
Article VI.
Capital Contributions
(a). The general partners shall transfer to the limited partnership the real estate described in Exhibit I
under the terms and conditions set forth in that exhibit. The general partners shall not be required to make
any additional contributions to capital.
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(b). Each limited partner shall contribute the amount of cash specified in Exhibit II.
(c). If any limited partner fails to make h— entire cash contribution within 30 days after the date of this
agreement, then —he will be in default, and the general partners may sell and transfer all or any part of the
limited partnership interest of the defaulting limited partner to another limited partner or, if no other limited
partner will purchase the interest, to any other person. The sale and transfer shall be made in such manner
as the general partners may determine, and upon such sale and transfer, the defaulting limited partner shall
cease to have any right, title or interest in the limited partnership with respect to the portion sold and
transferred. Notwithstanding any sale and transfer, the defaulting limited partner shall remain liable to the
limited partnership for the delinquent amount, less any net amount received from the sale and transfer, plus
interest from the date due until the date paid at the rate of _____% per annum and all reasonable attorney
fees, costs, and expenses incurred by the limited partnership to recover the delinquent amount.
(d). Each partner's capital contribution shall be credited to a separate capital account to be maintained
for each partner. No interest shall be paid on any capital contribution.
Article VII.
Partnership Management
(a). The partnership business shall be managed by the general partners. In addition to those powers
granted to the general partners by law, the general partners shall have the power to execute leases and
management contracts, incur obligations on behalf of the limited partnership in connection with the
business, and execute on behalf of the limited partnership any and all instruments necessary to carry out the
purposes of the limited partnership, including the power to dispose of the real property or other assets of the
limited partnership for full and adequate consideration. However, the general partners may not sell or
pledge more than _____% of the assets owned by the limited partnership at the time of sale or pledge in
one or a series of transactions without the affirmative vote of limited partners entitled to _____% or more
of the profits of the limited partnership.
(b). No limited partner may participate in the management of the limited partnership or subject the
limited partnership to any liability or obligation.
(c). The general partners may employ persons in the operation and management of the limited
partnership business for such compensation as they determine.
(d). The general partners have no authority to do any act in contravention of this agreement or the
certificate of limited partnership; to do any act that would make it impossible to carry on the limited
partnership's ordinary business; to confess a judgment against the limited partnership; to admit anyone as a
partner except as otherwise provided in this agreement; or to possess or assign rights in limited partnership
property for other than a limited partnership purpose.
Article VIII.
Status of Limited Partners
(a). The limited partners are not personally liable for the expenses, liabilities, or obligations of the
limited partnership.
(b). A limited partner may only withdraw h— capital account following the termination of the limited
partnership, but no part of the capital account of any limited partner may be withdrawn unless all
partnership liabilities, other than liabilities to partners on account of their capital contributions, have been
paid or unless the partnership has sufficient assets to pay such liabilities. In making such a withdrawal, no
limited partner may demand or receive property other than cash in return for his capital contribution.
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Article IX.
Addition of Limited Partners
Except when a limited partner has defaulted in making h— capital contribution, the general partners
may not admit additional limited partners without the consent of limited partners entitled to _____% of the
profits of the limited partnership.
Article X.
Profits and Losses
(a). Profit. The net profit of the limited partnership shall be equal to the taxable income of the limited
partnership as shown in the limited partnership tax return filed with the United States.
Except as provided in Article XI, profits shall be divided as follows:
(1). _____% to the capital accounts of the general partners in accordance with the percentages set
forth in Exhibit I.
(2). _____% to the capital accounts of the limited partners in accordance with the percentages set
forth in Exhibit II.
(b). Losses. All losses shall be entirely allocated to the limited partners' capital accounts in proportion to
their capital contributions, but no limited partner may be liable for more than h— individual investment in
the limited partnership.
Article XI.
Limitation on Allocations and Distributions to General Partners
Notwithstanding Article X, the general partners shall not receive any share of profits or distribution of
capital until such time as a limited partner has been returned h— investment through a combination of
profits and losses. For the purpose of this computation, the capital contribution of a limited partner shall be
considered to be $_____. From this amount, 100% of the profits distributed to a person making such a
capital contribution and 50% of the losses shall be deducted.
Article XII.
Assignment of Partners' Interests
(a). General partners. No general partner may assign, mortgage, encumber, or sell all or a portion of h—
interest as general partner to anyone other than another general partner or limited partner. The transferee
shall be a general partner to the extent of the interest transferred.
(b). Limited partners. A limited partner's right to receive any income from the limited partnership may
not be transferred without the prior, written consent of the general partners, who may not unreasonably
withhold such consent. A limited partner may not transfer all or a portion of h— capital interest unless —he
first gives the other limited partners the opportunity to purchase the interest at its fair market value, as
determined by the general partners. The limited partners shall have _________ days to purchase the
interest.
Article XIII.
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Compensation for General Partners
In addition to receiving a share of net profits, as provided in Article X, the general partners are entitled
to a management fee equal to _____% of the value of the assets listed on the year-end balance sheet of the
limited partnership, prepared in accordance with generally accepted accounting principles, but in
calculating the value of the assets for the purpose of determining the management fee, there shall be no
reduction for accumulated depreciation.
Article XIV.
Banking
Partnership funds shall be deposited in such bank or banks as the general partners select. All
withdrawals shall be made with checks signed by a general partner or h— authorized agent.
Article XV.
Books and Records
The limited partnership shall maintain its books and records at its principal place of business or such
other place as designated by the general partners. The books and records shall be available for reasonable
inspection by any partner or a partner's authorized representative. At the end of each calendar year, the
general partners shall choose a certified public accountant to make a certified audit of the books and
distribute to the limited partners a full and detailed statement of business operations during the year. Each
partner has the right to conduct, at h— own expense, a private audit of the books and records if —he does
so at a reasonable time and after notifying the general partners, but not more often than once in 18 months.
Article XVI.
Termination of Limited Partnership
The limited partnership shall terminate upon the happening of any of the following events:
(a). Sale of all or substantially all of the partnership assets.
(b). The death, bankruptcy, retirement, or adjudication of insanity or incompetence of the last
remaining general partner.
(c). The insolvency or bankruptcy of the limited partnership.
(d). Agreement by limited partners entitled to _____% or more of the profits of the limited
partnership that the limited partnership shall terminate.
Article XVII.
Distribution on Dissolution
After the termination of the limited partnership, the general partners or, if paragraph (b) of Article XVI
applies, the limited partners shall liquidate the partnership property and apply the proceeds in the following
order of priority:
(a). To creditors (except limited partners on account of their contributions and general partners) in
the order of their priority as provided by law.
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(b). To partners as follows:
(1). _____% to the general partners in accordance with the percentages set forth in Exhibit I.
(2). _____% to the limited partners in accordance with the percentages set forth in Exhibit II.
Article XVIII.
Power of Attorney
Each of the limited partners by this agreement constitutes and appoints _________, general partners, as
h— true and lawful attorneys with the power to make, execute, sign, acknowledge and file in h— name,
place, and stead a certificate of limited partnership under the laws of the State of _________, and a
certificate of conducting business under an assumed name, and to execute such other instruments as may be
required under the laws of the State of _________, and any amendments to the foregoing.
Article XIX.
Death, Retirement or Incompetency of General Partner
When a general partner dies, retires, or is adjudicated insane or incompetent, —he, h— personal
representative, or guardian shall be paid the amount the general partner would have received had the
limited partnership been liquidated at that time. After such payment is made, the interests of the remaining
general partners and the limited partners shall be adjusted in accordance with Exhibits I and II.
Article XX.
Death or Incompetency of Limited Partner
When a limited partner dies or is adjudicated insane or incompetent, h— personal representative or
guardian shall succeed to the rights of the limited partner.
Article XXI.
Notices
All notices provided for in this agreement shall be sent by registered or certified mail to the parties at
the addresses set forth in Exhibit III.
Article XXII.
Successors
This agreement shall be binding upon and shall inure to the benefit of the heirs, executors,
administrators, successors, and assigns of the partners.
Article XXIII.
Arbitration
Any controversy arising in relation to this agreement shall be settled by arbitration in the City of
_________ pursuant to the then applicable rules of the American Arbitration Association.
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Article XXIV.
Counterparts
This agreement may be executed in counterparts, each of which shall constitute an original of it.
Article XXV.
Accounting Year
The accounting year of the limited partnership shall be the calendar year.
Article XXVI.
Amendments
This agreement may be amended with the consent of limited partners entitled to _____% or more of the
profits of the limited partnership.
Article XXVII.
Organizational Expenses
All expenses required for the formation of the limited partnership shall be paid by the limited
partnership.
Article XXVIII.
Integration Clause
This agreement constitutes the final written expression of the parties' agreement, and any statements,
oral or written, that differ from the terms of this agreement shall have no effect.
In witness of which, the parties have executed this agreement _________[date].
_________Limited Partners
_________General Partners
[Acknowledgment]
GENERAL PARTNERSHIP AGREEMENT
OF
_________[Name of Partnership] PARTNERSHIP
THIS GENERAL PARTNERSHIP AGREEMENT of _________[Name of Partnership], effective as of
_________, _________[date], by and between _________[Name of Partner], a _________ ("_________")
and _________[Name of Partner] a _________ ("_________").
ARTICLE I.
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CERTAIN DEFINITIONS
The following terms used in this Agreement shall (unless otherwise expressly provided herein or unless
the context otherwise requires) have the following respective meanings:
1.1. Act. The Revised Uniform Partnership Act (1994), as may be amended from time to time.
1.2. Affiliate. An Affiliate of a specified Person is (i) any Person that directly or indirectly through one
or more intermediaries controls or is controlled by or is under common control with such specified person,
(ii) any Person which is an officer, director, partner (other than a partner as a result of this Agreement) or
trustee of, or serves in a similar capacity with respect to, such specified Person, (iii) any Person which is
directly or indirectly the owner of more than ten percent (10%) of any class of equity securities of such
specified Person, and (iv) the parents, siblings, children or spouse of such specified Person.
1.3. Agreement. This General Partnership Agreement as the same may be amended from time to time.
1.4. Available Cash. That sum of cash resulting from normal business operations of the Partnership, and
from any other income or funds derived from Partnership property which the Partners [Managing Partner]
reasonably determine[s] to be available for distribution to the Partners after payment of all cash
expenditures, including, but not limited to, to the extent applicable, taxes, principal and interest payments
on all Partnership indebtedness (including loans from any of the Partners and their Affiliates to the
Partnership), insurance, brokerage fees, accounting and legal fees, supplies, ordinary and necessary
business expenses and the setting aside of any amounts which the Partners [Managing Partner] reasonably
determine[s] are necessary as a reserve for (to the extent applicable) operating expenses, contingencies and
anticipated obligations.
1.5. Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance
with the following provisions:
1.5.1 To each Partner's Capital Account there shall be credited such Partner's Capital Contributions,
such Partner's distributive share of Profits, and any items of income, gain, loss deduction or credit that
are specially allocated pursuant to Article VIII hereof, and the amount of any Partnership liabilities that
are assumed by such Partner or that are secured by any Partnership property distributed to such Partner.
1.5.2 To each Partner's Capital Account there shall be debited the amount of cash and the fair market
value of any Partnership property distributed to such Partner pursuant to any provisions of this
Agreement, such Partner's distributive share of Losses, and any items in the nature of expenses or losses
that are specially allocated pursuant to Article VIII hereof, and the amount of any liabilities of such
Partner that are assumed by the Partnership or that are secured by any property contributed by such
Partner to the Partnership.
1.5.3 In the event that the book value of the Partnership assets is adjusted pursuant to the Code, the
Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate net
adjustments as if the Partnership recognized Profit or Loss equal to the respective amounts of such
aggregate net adjustments immediately before the event causing the adjustment to book value.
The foregoing provisions and the other provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be
interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Partners
[Managing Partner] reasonably determine[s] that it is prudent to modify the manner in which the Capital
Accounts, or any debits or credits thereto, are computed in order to comply with such Treasury
Regulations, the Partners [Managing Partner] may make such modification. The Partners [Managing
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Partner] shall adjust the amounts debited or credited to Capital Accounts with respect to (i) any property
contributed to the Partnership or distributed to a Partner, and (ii) any liabilities that are secured by such
contributed or distributed property or that are assumed by the Partnership or a Partner, in the event the
Partners [Managing Partner] reasonably determine[s] that such adjustments are necessary or appropriate
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv). The Partners [Managing Partner] also shall
make any appropriate modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Treasury Regulations Section 1.704-1(b).
1.6. Capital Contribution. The amount in cash and the value of property contributed by the Partners to
the equity of the Partnership, whether initial Capital Contributions in accordance with Section 6.2 hereof or
additional Capital Contributions in accordance with Section 6.3 hereof. Any reference in this Agreement to
the Capital Contribution of either a Partner or any permitted assignee of a Partner includes any Capital
Contribution previously made by any prior Partner to whose Partnership Interest the then existing Partner
or assignee succeeded.
1.7. Cash from Sales, Financing or Condemnation. The net cash realized by the Partnership by virtue of
the sale, financing, refinancing, condemnation or disposition of the Partnership's property, in whole or in
part, after repayment of applicable debt and the payment of all expenses and amounts required to be paid
under the instruments evidencing or relating to such debt and all expenses related to the transaction and the
retention of such amounts as the Partners [Managing Partner] may reasonably determine to be necessary as
a reserve for (to the extent applicable) operating expenses, contingencies and anticipated obligations.
1.8. Code. The Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent
revenue laws.
1.9. Distributions. Any cash or other property distributed to a Partner as a result of its ownership of
Partnership Interests (or the assignee of a Partner's Transferable Interest as a result of its ownership of the
Transferable Interest), including but not limited to distribution of Available Cash and distribution of Cash
from Sales, Financing or Condemnation and distributions in complete or partial liquidation of the
Partnership.
1.10. Managing Partner. [Name of Managing Partner].
1.11. Partner or Partners. [Name of Partner], [Name of Partner], and any substitute, successor or
additional partners as provided herein.
1.12. Partnership. [Name of Partnership], a [name of State] general partnership.
1.13. Partnership Interest. All of a Partner's interest in the Partnership, including the Partner's
Transferable Interest and all management and other rights.
1.14. Percentage Interest. The percentage interest of a Partner in the Partnership's allocation of Profits,
Losses, Available Cash, Cash from Sales, Financing or Condemnation and capital of the Partnership,
subject to the terms and conditions of this Agreement, and as set forth opposite its name on Schedule "A"
attached hereto and incorporated herein by reference.
1.15. Person. Any individual, corporation, business trust, estate, trust, partnership, limited partnership,
association, joint venture, limited liability company, governmental subdivision, agency or instrumentality
or any other legal or commercial entity.
1.16. Profits or Losses. For each fiscal year, an amount equal to the Partnership's taxable income or loss
for such fiscal year, determined in accordance with Code Section 703(a) (for this purpose, all items of
income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be
included in taxable income or loss), with the following adjustments:
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1.16.1 Any income of the Partnership that is exempt from federal income tax and not otherwise
taken into account in computing Profits or Losses pursuant to this Section shall be added to such taxable
income or loss;
1.16.2 Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as
Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv),
and not otherwise taken into account in computing Profits or Losses pursuant to this Section, shall be
subtracted from such taxable income or loss;
1.16.3 To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to
Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a
distribution other than in liquidation of a Partner's interest, the amount of such adjustment shall be
treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
decreases the basis of the asset) from the disposition of the asset and shall be taken into account for
purposes of computing Profits or Losses; and
1.16.4 Notwithstanding any other provisions of this Section, any items which are specially allocated
pursuant to Section 8.3 hereof shall not be taken into account in computing Profits or Losses.
The amounts of the items of Partnership income, gain, loss, or deduction available to be specially
allocated pursuant to Section 8.3 hereof shall be determined by applying rules analogous to those set forth
in this Section.
1.17. Treasury Regulations. Regulations of the United States Treasury Department pertaining to the
income tax, as amended, and any successor provisions thereto.
1.18. Substitute Partner. A Person who succeeds to the Partnership Interest of any Partner, by sale,
exchange, assignment or otherwise, and who has been substituted for such Partner, as provided herein but
does not include the transferee of a Partner's Transferable Interest.
1.19. Transferable Interest. Only the Partner's share of Profits and Losses of the Partnership and right to
receive Distributions.
ARTICLE II.
FORMATION OF PARTNERSHIP
2.1. Formation and Name. By this Agreement and pursuant to the Revised Uniform Partnership Act
(1994), the Partners hereby agree to form a general partnership designated [Name of Partnership] or such
other name as is approved by the Partners and such name shall be used at all times in connection with the
Partnership's business and affairs. The Partners shall execute such assumed or fictitious name certificates as
may be desirable or required by law to be filed in connection with the formation of the Partnership and
shall cause such certificates to be filed in all appropriate public records.
2.2. Term. The term of the Partnership shall commence on the date hereof and shall continue in
existence until _________[date], unless sooner terminated as provided herein or by law.
[2.3. Partnership Registration Statement. The Partners shall execute and file with the Department of
State of the State of [non-uniform State] a "Partnership Registration Statement" in the name of the
Partnership in accordance with [a non-uniform statute] and amend and cancel such Partnership Registration
Statement from time to time consistent with this Agreement.]
ARTICLE III.
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BUSINESS OF THE PARTNERSHIP
The purpose and character of the business of the Partnership shall be to _________ and to engage in any
and all activities related or incidental to carrying out the foregoing, and to conduct and engage in any and
all activities permitted by law in furtherance of the business of the Partnership.
ARTICLE IV.
ADDRESS OF THE PARTIES
4.1. Principal Place of Business. The chief executive office and principal place of business of the
Partnership shall be maintained at _________. The Partners may from time to time change such office and
principal place of business. The Partners may establish additional places of business of the Partnership
when and where required by the Partnership's business.
4.2. Partners' Addresses. The addresses of the Partners shall be those stated on Schedule "A" attached
hereto and incorporated herein by reference. A Partner may change such address by written notice to the
other Partners, which notice shall become effective upon receipt.
ARTICLE V.
TITLE
Title to all Partnership assets shall be in the name of the Partnership.
ARTICLE VI.
CONTRIBUTION TO CAPITAL AND STATUS OF PARTNERS
6.1. Amount of Capital. The capital of the Partnership shall be the total amount of Capital Contributions
to the Partnership by the Partners.
6.2. Initial Capital Contribution by the Partners. Simultaneous with the execution of this Agreement, the
Partners shall make the following contributions to the capital of the Partnership:
6.2.1 _________ —$_____; and
6.2.2 _________ —$_____.
6.3. Additional Capital Contributions. Each Partner hereby agrees that, in addition to its initial Capital
Contribution under Section 6.2 hereof, it will contribute additional capital to the Partnership if the Partners
determine, in their reasonable discretion, that such contributions are required to enable the Partnership to
_________ as follows:
[Insert Applicable Provision Regarding Additional Capital Contributions]
Such additional capital contributions shall be made by the Partners within twenty (20) business days after
written notice is received by such Partner setting forth the amount of additional capital required.
6.4. Default in Obligations To Make Additional Capital Contributions.
[Insert Applicable Default Provision Regarding Failure To Make Additional Capital Contributions]
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6.5. No Assessment on Partners. No Partner shall be assessed or be liable for additional Capital
Contributions in excess of its stated initial Capital Contribution specified in Section 6.2 and any additional
Capital Contributions required pursuant to Section 6.3.
6.6. Withdrawal and Return of Capital. No Partner shall have the right to withdraw any of its capital
without the consent of all the Partners, except upon dissolution and liquidation of the Partnership. Upon
circumstances requiring a return of any Capital Contribution, no Partner shall have the right to receive
property other than cash except as may be specifically provided herein.
6.7. Capital Accounts. There shall be established on the books and records of the Partnership a Capital
Account for each Partner. The Capital Account for each Partner shall at all times be maintained and
adjusted according to the rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations.
6.8. Representations and Warranties of Partners. Each of the Partners hereby represents and warrants to
the other Partners that it (a) is duly organized, validly existing and in good standing under the laws of the
state of its organization; (b) has duly executed and delivered this Agreement; and (c) has full right, power
and authority to execute and deliver this Agreement and to perform each of its obligations hereunder.
ARTICLE VII.
DISTRIBUTIONS
7.1. Distributions of Available Cash and Cash from Sales, Financing or Condemnation. Distributions of
Available Cash and Cash from Sales, Financing or Condemnation shall be made periodically at such
intervals as shall be determined in the absolute discretion of the _________[Partners or Managing
Partner]. Subject to the foregoing, such Distributions shall be allocated to the Partners in the following
order of priority:
[Insert Applicable Provision for Distributions]
ARTICLE VIII.
ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX AND ACCOUNTING PURPOSES
8.1. Allocation of Profits. All Profits for accounting purposes, taxable income and gains from sales or
exchanges of property (net of losses) for each fiscal year, shall be allocated, on an annual or more frequent
basis as determined by the Code and Treasury Regulations promulgated thereunder, to each Partner, in the
following order of priority:
[Insert Applicable Provision for Allocation of Profits]
8.2. Allocation of Losses. All Losses, losses for accounting purposes, taxable loss and losses from sales
or exchanges of property (net of gains) for each fiscal year shall be allocated, on an annual or more
frequent basis as determined by the Code and Treasury Regulations promulgated thereunder, to each
Partner in the following order of priority:
[Insert Applicable Provision for Allocation of Losses]
Notwithstanding the foregoing, the Losses shall be allocated among the Partners such that the Losses
allocated to any Partner pursuant to this Section shall, to the extent possible, not exceed the maximum
amount of Losses that can be allocated without causing such Partner to have a negative Capital Account at
the end of the fiscal year.
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8.3. Special Allocations.
[Insert Any Applicable Provisions for Special Allocations of Profits and Losses and Items Thereof]
8.4. 704(c) Allocations. Any income, gain, loss or deduction with respect to property contributed to the
Partnership by a Partner (as required under Code Section 704(c)) will, solely for tax purposes, be allocated
among the Partners to take into account the variations between the basis of property contributed to the
Partnership and the fair market value of such property in the manner provided in Code Section 704(c). Any
elections or other decisions relating to such allocations shall be made by the Partners [Managing Partner] in
any manner which reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to
this Section 8.4 shall be solely for purposes of federal, state and local taxes and shall not affect, or in any
way be taken into account, in computing a Partner's Capital Account or share of Profits, Losses or other
items or Distributions pursuant to any provision of this Agreement.
ARTICLE IX.
MANAGEMENT OF THE PARTNERSHIP
9.1. Managing Partner; Rights, Power and Authority. Subject to the limitations and provisions set forth
herein, the Managing Partner shall have full, exclusive and complete authority and discretion in the
management and control of the Partnership business for the purposes herein stated and shall make all
decisions affecting the business of the Partnership. No other Partner shall have the rights, power or
authority granted in this Section 9.1. Persons dealing with the Partnership are entitled to rely conclusively
on the power and authority of the Managing Partner. Subject to the limitations and provisions set forth
herein, the Managing Partner is hereby granted the right, power and authority to do on behalf of the
Partnership all things which, in the Managing Partner's sole judgment and discretion, are necessary, proper,
or desirable in connection with its role and function as Managing Partner of the Partnership. Further, the
Managing Partner shall have all of the rights and powers of a general partner as provided in the Act and as
otherwise provided by law, and any action taken by the Managing Partner permitted by this Agreement
shall constitute an act of and serve to bind the Partnership.
9.2. Matters Requiring Joint Decision of the Partners. Notwithstanding the rights, power and authority
given to the Managing Partner pursuant to Section 9.1 hereof, the rights, power and authority of the
Managing Partner shall not include the activities set forth in this Section 9.2 or any other provision of this
Agreement requiring the consent or approval of each Partner, which shall be expressly retained for the
[unanimous] decision of the Partners and shall be subject to the [unanimous] written approval of the
Partners:
[Insert Any Provision Restricting Authority of Managing Partner]
9.3. Vote of Partners. Each Partner shall have an equal vote with respect to the matters set forth in
Section 9.2 hereof and all other matters requiring the approval, consent or other determination of the
Partners, irrespective of the Partners' respective Percentage Interests.
9.4. Removal of Managing Partner. _________ may be removed as the Managing Partner and
_________ substituted as the Managing Partner upon _________.
[Insert Events or Conditions Requiring Removal of Managing Partner]
9.5. Duties and Obligations of the Partners.
9.5.1 The Partners shall take all actions which may be necessary or appropriate for the continuation
of the Partnership's valid existence as a general partnership under the laws of the State of
_________[name of state].
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9.5.2 Each of the Partners shall devote to the Partnership such time as may be necessary for the
proper performance of its duties hereunder. Nothing herein shall prohibit the Partners and their
respective Affiliates from engaging in any other business activities during the term of the Partnership,
including activities which may be competitive with the Partnership, and nothing shall give the other
Partners any interest in any such competitive activities.
9.5.3 The Partners shall, in connection with the performance of their duties hereunder, comply, and
shall cause the Partnership to comply, in all respects with the laws of the United States, the State of
_________[name of State] and any other applicable jurisdiction, and with the rules and regulations of
any governmental Person promulgated thereunder.
9.6. A Partner's Duty of Loyalty. Each Partner agrees: (a) to account to the Partnership and hold as
trustee for the Partnership any property, profit or benefit derived by such Partner in the conduct and
winding up of the Partnership business or derived from a use by the Partner of Partnership property,
including the appropriation of a Partnership opportunity, and (b) to refrain from dealing with the
Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an
interest adverse to the Partnership.
9.7. Indemnification of the Partners. Neither of the Partners nor any of their respective Affiliates shall
be liable to the Partnership or any Partner for any loss or liability incurred in connection with any act
performed or omitted in accordance with the terms of this Agreement, nor for negligence, except for any
loss or liability incurred in connection with the fraud, gross negligence or reckless conduct, intentional
misconduct or knowing violation of the law or this Agreement of such Partner. The Partnership shall, to the
fullest extent permitted by law, but only to the extent of the assets of the Partnership, and without recourse
to the separate assets of the Partners, indemnify and save harmless each of the Partners from and against
any and all liability, loss, cost, expense or damage incurred or sustained by reason of any act or omission in
the conduct of the business of the Partnership, regardless of whether acting pursuant to its discretionary or
explicit authority hereunder, except any incurred in connection with its fraud, gross negligence or reckless
conduct, intentional misconduct or knowing violation of the law or this Agreement. In particular, and
without limitation of the foregoing, each of the Partners shall be entitled to indemnification by the
Partnership against the reasonable expenses, including attorneys' fees actually and necessarily incurred by
such Partner or Affiliates, in connection with the defense of any suit or action to which such Partner or its
Affiliates are made a party by reason of its position as a Partner or an affiliate of such Partner herein, to the
fullest extent permitted under the provisions of this Agreement, the Act or any other applicable statute.
Nothing herein shall make any affiliate of a Partner liable in any way for the acts, omissions, obligations or
liabilities of a Partner.
9.8. Statement of Partnership Authority. The Partners shall execute and file a "Statement of Partnership
Authority" in the name of the Partnership pursuant to Section 303 of the Act which shall state (a) the names
of the Partners authorized to execute an instrument transferring real property in the name of the Partnership,
if any, and (b) the authority, or limitations on the authority of some or all of the Partners to enter into other
transactions on behalf of the Partnership pursuant to Article IX of this Agreement, and any other matter.
The Statement of Partnership Authority shall be filed with the Department of State of the State of
_________[name of State] and in the office for recording transfers of real property in each county in which
the Partnership owns real property, if any. The Partners shall amend or cancel such Statement of
Partnership Authority from time to time consistent with this Agreement. Each Partner hereby agrees not to
file a "Statement of Denial" pursuant to Section 304 of the Act denying any fact which would be
inconsistent with the authority granted to a Partner pursuant to this Agreement.
ARTICLE X.
DISPOSITION OF PARTNERSHIP INTERESTS
10.1. Restrictions.
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10.1.1 No Partner may sell, hypothecate, pledge, transfer, assign or otherwise dispose of its
Partnership Interest without the prior written consent of the other Partner, which consent may be
withheld in the other Partner's absolute discretion. For the purposes of this Agreement, the transfer,
directly or indirectly, of fifty percent (50%) or more of the stock or other ownership interest in a Partner
shall be a prohibited disposition. Notwithstanding the foregoing provisions of this Subsection 10.1.1, a
Partner shall be permitted to transfer its Partnership Interest or the stock or other ownership interest in
such Partner to an Affiliate of such Partner for estate planning purposes without the consent of the other
Partner.
10.1.2 No offer, sale, hypothecation pledge, transfer, assignment, or other disposition of any
Partnership Interest may be made unless the Partners shall have received an opinion of counsel
satisfactory to them that such proposed disposition (i) may be effected without registration of the
Partnership Interest under the Securities Act of 1933, as amended, (ii) would not be in violation of any
securities laws (including investment suitability standards) of any jurisdiction applicable to the
Partnership, and (iii) would not result in the termination of the Partnership under Code Section 708.
10.1.3 Nothing contained in this Article X shall be deemed to prohibit any Partner from transferring
to any Person its Transferable Interest; provided that no such assignment of a Partner's Transferable
Interest shall entitle the transferee to become a Partner, to interfere or otherwise participate in the
management or conduct of the affairs or business of the Partnership, to require access to any
information on account of Partnership transactions or to inspect the books and records of the
Partnership. The transferee Partner's sole connection with or rights against the Partnership or any other
Partner is (i) to receive, in accordance with the transfer, Distributions to which the transferor would
otherwise be entitled and (ii) to receive, upon dissolution and winding up of the Partnership business, in
accordance with the transfer, an account of Partnership transactions only from the date of the latest
account agreed to by all of the Partners and the net amount otherwise distributable to the transferor. The
transferor Partner retains the rights and duties of a Partner other than with respect to the Transferable
Interest so transferred and is not relieved of its liability as a Partner under this Agreement or the Act.
The Partnership shall, upon receipt of written notice of transfer of the Partner's Transferable Interest,
allocate all further Profits and Losses and make all further Distributions so transferred to the transferee
for such times as the Transferable Interest is transferred on the Partnership's books in accordance with
this provision. The Partnership shall not give effect to the transfer of a Partner's Transferable Interest
until it has received written notice of such transfer which notice shall include the name and address of
the transferee and the effective date of the transfer.
10.2. Admission of Substitute Partner.
10.2.1 Subject to the other provisions of this Article X, an assignee of the Partnership Interest of a
Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any
disposition of such Partnership Interest) shall be deemed admitted as a Substitute Partner of the
Partnership only upon the satisfactory completion of the following:
10.2.1.1 Consent of the other Partners (which may be given or withheld in the other Partner's
sole discretion) shall have been given, which consent may be evidenced by the execution by the
other Partners of a certificate evidencing the admission of such person as a Partner.
10.2.1.2 The assignee shall have accepted and agreed to be bound by the terms and provisions of
this Agreement by executing a counterpart thereof, and such other documents or instruments as the
Partners may reasonably require in order to accomplish the admission of such person as a Partner.
10.2.1.3 If the assignee is not an individual, the assignee shall have provided the Partners with
evidence satisfactory to counsel for the Partnership of its authority to become a Partner under the
terms and provisions of this Agreement.
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10.2.1.4 The assignee shall have paid all reasonable legal fees and administrative costs of the
Partnership and the Partners and filing and publication costs in connection with its substitution as a
Partner.
10.2.2 Upon the satisfactory completion of the requirements described in Section 10.2.1 for the
admission of a Substitute Partner, as determined by the Partners in their reasonable discretion, a
Substitute Partner shall be treated as a Partner for all purposes of this Agreement commencing the first
day of the next following calendar month. Any Person so admitted to the Partnership as a Partner shall
be subject to all provisions of this Agreement as if originally a party hereto but such Substitute Partner's
liabilities hereunder shall commence to accrue as of the date such Substitute Partner is admitted to the
Partnership. The Partnership shall, upon substitution of a Partner, pursuant to the provisions of this
Section 10.2, thereafter allocate all further Profits and Losses and make all further Distributions on
account of the Partnership Interest so assigned to the assignee for such time as the interest is transferred
on the Partnership books in accordance with the above provisions.
10.3. Rights of Assignee of Partnership Interest of a Partner.
10.3.1 Subject to the provisions of Section 10.1 hereof, and except as required by operation of law,
the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any
Partner of its Partnership Interest until the Partnership has received notice thereof, which notice must
include such information and documentation with respect to the assignment as the Partners may require.
10.3.2 Any person who is the assignee of all or any portion of a Partner's Partnership Interest, but
does not become a Substitute Partner, and desires to make a further assignment of such Partnership
Interest, shall be subject to all the provisions of this Article X to the same extent and in the same
manner as any Partner desiring to make an assignment of its Partnership Interest.
10.3.3 An assignee who has not been substituted as a Partner shall not be counted for purposes of
any matter requiring the consent of the Partners.
10.4. Contravention Voids Assignment. Any sale, hypothecation, pledge, transfer, assignment or other
disposition in contravention of this Agreement shall be void and ineffective and shall not bind or be
recognized by the Partnership.
ARTICLE XI.
DISSOCIATION OF A PARTNER
11.1. Dissociation. A Partner is dissociated from the Partnership upon the occurrence of any of the
following events:
11.1.1 The Partnership having received written notice of the Partner's express will to immediately
withdraw as a partner or withdraw on a later date specified by the Partner;
11.1.2 The Partner's expulsion by a unanimous vote of the other partners if:
11.1.2.1 It is unlawful to carry on the Partnership business with such Partner;
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11.1.2.2 There has been a transfer of all or substantially all of such Partner's Transferable Interest
in the Partnership other than a permitted transfer for security purposes, or a court order charging the
Partner's Partnership Interest, which has not been foreclosed;
11.1.2.3 Within 90 days after the Partnership notifies a corporate Partner that it will be expelled
because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its
right to conduct business has been suspended by the jurisdiction of its incorporation, there is no
revocation of the certificate of dissolution or no reinstatement of the corporate Partner's charter or
the corporate Partner's right to conduct business; or
11.1.2.4 A partnership that is a Partner has been dissolved and its business is being wound up;
11.1.3 On application by the Partnership or another Partner, the Partner's expulsion by judicial
determination because:
11.1.3.1 The Partner engaged in wrongful conduct that adversely and materially affected the
Partnership's business;
11.1.3.2 The Partner willfully or persistently committed a material breach of the Agreement or of
a duty owed to the Partnership or the other Partners under Sections 9.6 or 14.5 hereof;
11.1.3.3 The Partner engaged in conduct relating to the Partnership's business which makes it not
reasonably practicable to carry on the business in partnership with the Partner;
11.1.4 The Partner's:
11.1.4.1 Becoming a debtor in bankruptcy;
11.1.4.2 Executing an assignment for the benefit of creditors;
11.1.4.3 Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or
liquidator of such Partner or of all or substantially all of such Partner's property; or
11.1.4.4 Failing, within 90 days after appointment, to have vacated or have stayed the
appointment of a trustee, receiver or liquidator of the Partner or of all or substantially all of the
Partner's property obtained without the Partner's consent or acquiescence, or failing within 90 days
after the expiration of a stay to have the appointment vacated;
11.1.5 In the case of a Partner who is an individual:
11.1.5.1 The Partner's death;
11.1.5.2 The appointment of a guardian or general conservator for the Partner; or
11.1.5.3 A judicial determination that the Partner has otherwise become incapable of performing
the Partner's duties under the Agreement;
11.1.6 In the case of a Partner that is a trust or is acting as a Partner by virtue of being a trustee of a
trust, distribution of the trust's entire Transferable Interest in the Partnership, but not merely by reason
of the substitution of a successor trustee;
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11.1.7 In the case of a Partner that is an estate or is acting as a Partner by virtue of being a personal
representative of an estate, distribution of the estate's entire Transferable Interest in the Partnership, but
not merely by reason of the substitution of a successor personal representative;
11.1.8 Termination of a Partner who is not an individual, partnership, corporation, trust, or estate; or
11.1.9 The Partner's direct or indirect transfer of all or any portion of its Partnership Interest in
violation of Section 10.1 hereof.
11.2. Purchase of Dissociated Partner's Partnership Interest.
11.2.1 If a Partner is dissociated from the Partnership without resulting in a dissolution and winding
up of the Partnership business under Section 11.1 hereof, the Partnership shall cause the dissociated
Partner's Partnership Interest to be purchased for a "Buyout Price" determined pursuant to Section
11.2.2. hereof.
11.2.2 The Buyout Price of a dissociated Partner's Partnership Interest is the amount that would have
been distributable to the dissociating Partner under Section 12.3.3 hereof if, on the date of dissociation,
the assets of the Partnership were sold at a price equal to the greater of the liquidation value of the
assets or the value of the assets based upon a sale of the entire business as a going concern without
having the dissociated Partner and the Partnership wind up as of such date. Interest shall be paid from
the date of the Partner's dissociation to the date of payment of the Buyout Price.
11.2.3 Damages for wrongful dissociation under Section 11.3 hereof, and all other amounts owing,
whether or not presently due, from the dissociated Partner to the Partnership, shall be offset against the
Buyout Price. Interest shall be paid from the date the amount owed by the dissociated Partner becomes
due to the date of payment.
11.2.4 A Partnership shall indemnify a dissociated Partner whose interest is being purchased against
all Partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by
an act of the dissociated Partner.
11.2.5 If no agreement for the Buyout Price to be paid for the purchase of a dissociated Partner's
Partnership Interest is reached within 120 days after a written demand for payment, the Partnership shall
pay, or cause to be paid, in cash to the dissociated Partner the amount the Partnership estimates to be the
Buyout Price and accrued interest, reduced by any offsets and accrued interest under Section 11.2.3
hereof.
11.2.6 If a deferred payment is authorized under Section 11.2.8 hereof, the Partnership may tender a
written offer to pay the amount it estimates to be the Buyout Price and accrued interest, reduced by any
offsets under Section 11.2.3 hereof, stating the time of payment, the amount and type of security for
payment, and the other terms and conditions of the obligation.
11.2.7 The payment or tender required by Sections 11.2.5 or 11.2.6 hereof must be accompanied by
the following:
11.2.7.1 A statement of Partnership assets and liabilities as of the date of dissociation;
11.2.7.2 The latest available Partnership balance sheet and income statement, if any;
11.2.7.3 An explanation of how the estimated amount of the payment was calculated; and
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11.2.7.4 Written notice that the payment is in full satisfaction of the obligation to purchase
unless, within 120 days after the written notice, the dissociated Partner commences an action to
determine the Buyout Price, any offsets under Section 11.2.3 hereof, or other terms of the obligation
to purchase.
11.2.8 A Partner who wrongfully dissociates is not entitled to payment of any portion of the Buyout
Price until the expiration of the term of the Partnership or completion of the undertaking, unless the
Partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to
the business of the Partnership. A deferred payment must be adequately secured and shall bear interest.
11.2.9 A dissociated Partner may maintain an action against the Partnership to determine the Buyout
Price of its Partnership Interest, any offsets under Section 11.2.3 hereof, or other terms of the obligation
to purchase. The action must be commenced within 120 days after the Partnership has tendered payment
or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is
tendered. The court shall determine the Buyout Price of the dissociated Partner's Partnership Interest,
any offset due under Section 11.2.3 hereof, and accrued interest, and enter judgment for any additional
payment or refund. If deferred payment is authorized under Section 11.2.8 hereof, the court shall also
determine the security for payment and other terms of the obligation to purchase. The court may assess
reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the
action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily,
vexatiously, or not in good faith. The finding may be based on the Partnership's failure to tender
payment or an offer to pay or to comply with Section 11.2.7.
11.3. Wrongful Dissociation.
11.3.1 Each Partner hereby agrees not to voluntarily dissociate without the consent of all of the other
Partners. Accordingly, a Partner's dissociation is wrongful if, before the expiration of the term of this
Agreement, the Partner:
11.3.1.1 Withdraws by express will, unless the withdrawal follows within 90 days after another
Partner's dissociation under Sections 11.1.4 through 11.1.8 hereof or wrongful dissociation under
this Section;
11.3.1.2 Is expelled by judicial determination under Section 11.1.3 hereof; or
11.3.1.3 Directly or indirectly transfers all or any portion of its Partnership Interest in violation
of Section 10.1 hereof.
11.3.2 A Partner who wrongfully dissociates is liable to the Partnership and to the other Partners for
damages caused by dissociation. This liability is in addition to any other obligation of such Partner to
the Partnership or the other Partners.
11.4. Effect of Dissolution. A Partner's right to participate in the management and conduct of the
Partnership terminates upon its dissociation with the Partnership except that a Partner who has not
wrongfully dissociated may, after dissolution of the Partnership, participate in winding up the Partnership's
business.
11.5. Statement of Dissociation. The Partnership shall file a "Statement of Dissociation" under Section
704 of the Act after the dissociation of a Partner. The Statement of Dissociation shall be filed with the
Department of State of the State of _________[name of State] and in the Office for recording transfers of
real property in each county in which the Partnership owns real property, if any.
ARTICLE XII.
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DISSOLUTION
12.1. Dissolution. The Partnership shall be dissolved and terminated upon the earliest to occur of the
following:
12.1.1 The expiration of ninety (90) days after a Partner's dissociation under Sections 11.1.4 through
11.1.8 or by wrongful dissociation under Section 11.3, unless before such time a majority in interest of
the remaining Partners agree to continue the Partnership;
12.1.2 The Partners mutually agree in writing to terminate the Partnership;
12.1.3 The expiration of the term of the Partnership;
12.1.4 The sale or other disposition of all or substantially all of the Partnership assets by the
Partnership;
12.1.5 An event which makes it unlawful for all or substantially all of the business of the Partnership
to be continued which is not cured within ninety (90) days after notice to the Partnership of such event;
or
12.1.6 Entry of a decree of judicial determination of dissolution under the Act.
12.2. Effective Date of Dissolution. Dissolution of the Partnership shall be effective on the earlier of
_________, 19__, or the day on which the event occurs giving rise to the dissolution, but the Partnership
shall not terminate until the assets of the Partnership shall have been distributed as provided in Section
12.3.3 below. Notwithstanding the dissolution of the Partnership, prior to the termination of the
Partnership, as aforesaid, the business of the Partnership and the affairs of the Partners, as such, shall
continue to be governed by this Agreement.
12.3. Procedure in Dissolution and Liquidation.
12.3.1 Winding up. Upon dissolution of the Partnership pursuant to Section 12.1 hereof, the
Partnership shall immediately commence to wind up its affairs and the Partners shall proceed with
reasonable promptness to liquidate the business of the Partnership.
12.3.2 Management Rights During Winding up. During the period of the winding up of the affairs of
the Partnership, the rights and obligations of the Partners, except a Partner who has wrongfully
dissociated, set forth herein with respect to the management of the Partnership shall continue. For
purposes of winding up, the Partners shall continue to act as such and shall make all decisions relating
to the conduct of any business or operations during the winding up period and to the sale or other
disposition of Partnership assets in accordance with the terms of this Agreement.
12.3.3 Liquidation. Upon dissolution of the Partnership, the Partners, other than a Partner who has
wrongfully dissociated, shall wind up the affairs of the Partnership and apply and distribute its assets or
the proceeds thereof as contemplated by this Agreement. As soon as possible after the dissolution of the
Partnership, a full account of the assets and liabilities of the Partnership shall be taken, and a statement
shall be prepared by the independent certified public accountants then acting for the Partnership, setting
forth the assets and liabilities of the Partnership. A copy of such statement shall be furnished to each of
the Partners within thirty (30) days after such dissolution. Thereafter, the Partners, other than a Partner
who has wrongfully dissociated, shall, in their sole and absolute discretion, either liquidate the
Partnership's assets as promptly as is consistent with obtaining, insofar as possible, the fair market value
thereof or determine to distribute all or part of the assets in kind. Any proceeds from liquidation,
together with any assets which the Partners, other than a Partner who has wrongfully dissociated,
determine to distribute in kind, shall be applied in the following order:
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12.3.3.1 First, the expenses of liquidation and the debts of the Partnership. Any reserves shall be
established or continued which the Partners may deem reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Partnership arising out of or in connection with the
Partnership or its liquidation. Such reserves shall be held by the Partnership for the purpose of
disbursement in payment of any of the aforementioned contingencies, and at the expiration of such
period as the Partners shall deem advisable, the Partnership shall distribute the balance thereafter
remaining in the manner provided in the following subdivisions of this Article; and
12.3.3.2 Then, to the Partners pro rata in accordance with the positive Capital Account balances
of the Partners.
Any assets of the Partnership to be distributed in kind shall be distributed on the basis of the fair market
value thereof and may be distributed to any Partner entitled to any interest in such assets as a tenant-incommon with all other Partners so entitled.
In addition, no Partner shall be required to contribute any amounts to the Partnership solely by reason of
a deficit balance in such Partner's Capital Account upon liquidation of such Partner's Interest in the
Partnership.
12.4. Statement of Dissolution. After dissolution, Partners, other than a Partner who has wrongfully
dissociated, shall file a Statement of Dissolution pursuant to Section 805(a) of the Act.
12.5. Termination. Upon the completion of the distribution of Partnership assets as provided in this
Section 12.4, the Partners shall take such other actions as may be necessary to terminate completely the
Partnership.
ARTICLE XIII.
BOOKS AND RECORDS: REPORTS
13.1. Books and Records. The Managing Partner shall maintain on behalf of the Partnership adequate
books and records of the Partnership at the chief executive office of the Partnership, setting forth a true and
accurate account of all business transactions arising out of and in connection with the conduct of the
Partnership. Any Partner or its designated representative shall have the right during ordinary business hours
of the Partnership to have access to and inspect and copy the contents of said books or records. The
Partnership may impose a reasonable charge, covering the costs of labor and material, for copies of
documents furnished.
13.2. Reports. Each Partner shall be furnished quarterly by the Partnership with (i) [annual] [unaudited]
financial statements for the [fiscal year] then ended within _________ (_________) days of such [fiscal
year-end], which shall be prepared in accordance with generally accepted accounting principles by an
independent certified public accountant, and (ii) a report of the activities of the Partnership during the
period covered by the report.
13.3. Tax Information. Necessary tax information for the preparation of the Partners' federal income tax
returns shall be delivered to the Partners on an annual basis. Every reasonable effort shall be made by the
Partners to cause the Partnership to furnish such information within [90] days after the end of the
Partnership's fiscal year. The tax returns of the Partnership shall be approved by the Partners.
13.4. Tax Election. All tax elections on behalf of the Partnership may be made or rescinded in the
discretion of the Partners, including, but not limited to, election under Section 754 of the Code on behalf of
the Partnership. Adjustments available under Section 743 of the Code as a result of such election shall be
taken into account by the Partners affected thereby on their individual Federal income tax returns and by
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the Partnership and shall not be taken into account in computing the Profits and Losses of the Partnership
for purposes of this Agreement.
13.5. Tax Controversies. Should there be any controversy with the Internal Revenue Service or any
other taxing authority involving the Partnership or an individual Partner or Partners as a result of being a
Partner in the Partnership, the outcome of which may adversely affect the Partnership either directly or
indirectly, the Partnership may incur expenses it deems necessary and advisable in the interest of the
Partnership to oppose such proposed deficiency, including, without limitation, attorneys' and accountants'
fees. The Managing Partner shall act as the "Tax Matters Partner" as defined under Section 6231(a)(7) of
the Code; provided, however, that all decisions relating to settling or refusing to settle any controversy with
the Internal Revenue Service shall be approved by the Partners.
13.6. Fiscal Year. The fiscal year of the Partnership for both accounting and federal income tax
purposes shall be the calendar year. For accounting and federal income tax purposes, the Partnership shall
report its operations and profits and losses in accordance with the method determined by the Partners.
ARTICLE XIV.
GENERAL PROVISIONS
14.1. Notices. Any notice to be given under this Agreement shall be made in writing and shall be
deemed to be given when delivered by U.S. registered or certified mail, return receipt requested, or hand
delivery or overnight delivery service to the party at its address. Notice may be given by telecopy provided
a hard copy of such notice is mailed in accordance with this Section on the next business day following
such telecopy delivery. The addresses of the Partners for this purpose shall be those stated on Schedule "A"
attached hereto and incorporated herein by reference (or such other address as they shall supply for such
purposes to the other parties hereto).
14.2. Governing Law; Venue. This Agreement shall be governed and construed in accordance with the
laws of the State of _________[name of State], both substantive and remedial.
14.3. Conflict with the Act. Except as otherwise provided in Section 103(b) of the Act, in the event of
any conflict between the terms of this Agreement and the Act, the terms of this Agreement shall control.
14.4. Survival of Rights. Except as otherwise provided herein, this Agreement shall be binding upon
and inure to the benefit of the Partners and their personal representative, successors and assigns.
14.5. Dealings in Good Faith; Best Efforts. Each Partner hereby agrees to discharge its duties to the
Partnership and the other Partners under this Agreement and the Act and exercise any rights consistently
with the obligation of good faith and fair dealing. Each Partner further agrees to use its best efforts to
ensure that the purposes of this Agreement are realized and to take all steps as are reasonable in order to
implement the operational provisions of this Agreement. Each Partner agrees to execute, deliver and file
any document or instrument necessary or advisable to realize the purposes of this Agreement.
14.6. Additional Partners. Each substitute, additional or successor Partner shall become a signatory
hereof by signing such number of counterparts of this Agreement and such other instrument or instruments,
and in such manner, as the Managing Partner shall determine. By so signing, each substitute, additional or
successor Partner, as the case may be, shall be deemed to have adopted and to have agreed to be bound by
all the provisions of this Agreement; provided, however, that no such counterpart shall be binding until the
provisions of Article X hereof, as applicable, shall have been satisfied.
14.7. Validity. In the event that any provision of this Agreement shall be held to be invalid, the same
shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
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14.8. Integrated Agreement. This Agreement constitutes the entire understanding and agreement among
the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings,
restrictions, representations or warranties among the parties other than those set forth herein or herein
provided for.
14.9. Agreements in Counterparts. This Agreement may be executed in several counterparts, and as
executed shall constitute one Agreement, binding on all the parties hereto, notwithstanding that all the
parties are not signatory to the original or to the same counterpart.
14.10. Headings. The headings, titles and subtitles used in this Agreement are inserted only for
convenience of reference and shall not control or affect the meaning or construction of any of the
provisions hereof.
14.11. Gender. Words of the masculine or neuter gender shall be deemed and construed to include
correlative words of the masculine, feminine and neuter genders.
14.12. Attorneys' Fees. In the event any Partner institutes legal proceedings in connection with, or for
the enforcement of, this Agreement, the prevailing party shall be entitled to recover and be reimbursed its
cost of arbitration and suit, including reasonable costs associated with the arbitration, attorneys' fees,
paralegals' fees and legal assistants' fees, at both trial and appellate levels, from the non-prevailing party.
14.13. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall
be construed, to confer upon or give any person, firm, corporation, Partnership, association or other entity,
other than the parties hereto and their respective legal representatives and permitted successors and assigns,
any rights or remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the parties have executed this General Partnership Agreement on the date
first above written.
PARTNERS:
____________
____________
SCHEDULE A.
PARTNERS' NAMES, ADDRESSES AND PERCENTAGE INTERESTS
Name
Address
% Interest
................................................ ................................................ ................................................
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Employment agreement.
This agreement, entered into _________[date], between _________, having its principal place of
business at _________, known as employer, and _________, known as employee.
In consideration of the offer by the employer of prospective or continued employment of the employee,
and in further consideration of the mutual promises and agreements contained in this agreement, employer
agrees to employ or continue to employ employee, and employee agrees to work or continue to work for
employer, under the terms and conditions set forth as follows:
1. The period of employment under the terms of this agreement shall commence on
_________[date] and shall continue for the term of employment.
2. The place where the employment services are to be performed is at the employer's principal place
of business in _________ and, from time to time, in such other places as may be required by the best
interests of the employer.
3. Employer shall compensate employee for work performed at the prevailing rates established by
employer from time to time for the same work performed by other agents, servants, or employees of
employer, taking into consideration employee's comparable abilities, skills, education, experience,
length of service, job performance, and the like.
4. Employer shall not discriminate against employee on the basis of age, sex, race, creed, color, or
national origin.
5. Employee agrees that during the term of employment he [she] will well, faithfully, diligently, and
to the utmost of his [her] ability do and perform such acts and duties in connection with the employment
as may be specified and required by employer from time to time.
6. Employee agrees that during the term of this agreement he [she] will not engage in or become
interested in any other business, calling or enterprise which will require his [her] personal attendance
during business hours and will not, at any time, engage in or become interested in any business, calling
or enterprise which is or may be contrary to or in competition with the interest, welfare or benefit of the
employer.
7. Employee recognizes that employer has and will continue to develop techniques and methods to
produce data processing services for its customers and employer regards its techniques and methods as
its trade secrets; and employee agrees that he [she] will not, directly or indirectly, during the course of
his [her] employment and forever thereafter upon termination of this employment for any reason
whatsoever, divulge to any other person, firm or corporation, without employer's consent any
information acquired by employee by any means whatsoever during his [her] employment by employer,
relating to or concerning any phase of employer's or his [her] customers' business or operations.
8. Employee further agrees that he [she] will not, directly or indirectly, during the course of his [her]
employment and forever thereafter upon termination of this employment for any reason whatsoever,
solicit the trade or patronage of any of the customers or prospective customers of the employer or of
anyone who has previously traded and dealt with the employer, regardless of the location of the
customers or prospective customers of the employer throughout the United States, with respect to any of
the services, products, trade secrets, or other matters of the employer as mentioned in this agreement.
9. Employee agrees that during the term of employment by employer, and for two years after the
termination of employment for any reason whatsoever, employee will not, directly or indirectly,
individually, or as a partner, stockholder, director, officer, principal, agent, employee, or in any other
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capacity or relation, enter into any business or employment in competition with the employer within the
following geographical areas: _________[insert description of geographical boundaries].
10. Employee, at the expiration of his [her] employment for any reason whatsoever, shall surrender
and deliver to employer all documents, correspondence and any other data, of any type whatsoever,
emanating from employer or any of its agents, servants, employees, suppliers, and existing or potential
customers, that came into employee's possession, by any means whatsoever, during the course of
employment.
11. Employee agrees that he [she] will not, at the expiration of his [her] employment for any reason
whatsoever, directly or indirectly, individually or on behalf of persons not now parties to this
agreement, aid or endeavor to solicit or induce the remaining employees of employer to leave their
employment with employer in order to accept employment with another person, firm or corporation.
12. Employee declares that he [she] is now not under any prior contractual or other obligation
whatsoever to any third party or former employer, not a party to this agreement, which renders this
employment by employer inconsistent with the limits imposed by paid prior contractual or other
obligation, except as may be more fully described in paragraph 17.
13. Employer has the right to terminate this agreement at any time without notice on the basis of
employee's incompetence, inefficiency, misconduct, on or off the job, dissipation, inattention to
business, in fraction of the rules of employer, or noncompliance with the provisions of this agreement.
14. This contract shall be governed by the laws of the State of _________ both as to interpretation
and performance. If any questions should arise between the parties as to construction and enforcement
of this agreement, the parties agree that the questions shall be submitted for decision to the
_________[state] courts and their decisions shall be final.
15. Both parties agree that the provisions of this agreement are severable and should any of its
provisions, clauses, or portions of the provisions or clauses, be deemed invalid and of no force and
effect, then only that provision, clause or portion of the provision or clause, shall fail and the remainder
of this agreement shall be of full force and effect.
16. This contract, and written amendments to the contract, contain all the terms and conditions
agreed upon by the parties, and no other agreements, oral or otherwise, regarding the subject matter of
this contract shall be deemed to exist or to bind any of the parties. All previous communications,
representations, warranties, promises, conditions or agreements of any kind or nature whatsoever shall
not be binding upon the parties unless incorporated into this agreement directly or by reference. This
contract covers and includes the entire agreement between the parties.
17. Additional provisions: [if needed].
In witness of these things, the parties, individually and by their respective and duly authorized officers,
have set their names and seals, at _________ all as of the day and date first written above.
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Automobile—In general.
This automobile lease made _________[Date], between _________, having its principal place of
business in _________, _________, lessor, and _________, lessee states as follows:
1. Lessor leases to the lessee and the lessee hires and takes from lessor for a term of _________
months one or more automobiles at the rental and with the equipment, specified on the schedule or
schedules attached here and made a part of this agreement. The term and rental shall commence on the
date each respective automobile is delivered to lessee and the rental shall continue until the automobile
is returned to lessor as subsequently provided.
2. Lessor agrees that:
(A). Lessor on reasonable notice will replace any automobile leased under this agreement which
shall be stolen, become unfit for operation or which shall have been operated by the lessee for
_________ months.
(B). Lessor will furnish license plates registered in its name under the laws of the state of
_________ in which the leased automobile is to be kept.
(C). Lessor will maintain or cause to be maintained in good working condition each automobile
leased here. Nothing in this agreement, however, shall require lessor to provide or pay for, or cause
to be provided or paid for, any gasoline, oil, antifreeze, washing or storage for any automobile
leased under this agreement.
(D). Lessor will reimburse lessee for the cost of any inspection of any automobile leased under
this agreement required by laws of the state of _________.
3. Lessee agrees that:
(A). Lessee will pay to lessor at _________ street, _________, _________, the rental of each
automobile then leased under this agreement on the first day of each and every calendar month. The
rental for the first and last month of the term, unless the term starts on the first day of the month and
ends on the first day of the month, shall be apportioned on the basis which the number of days of the
term in the month bears to the whole number of days in such month.
(B). Lessee will pay or cause to be paid any sales, use or similar tax, or any tax exclusive of
income tax, which is now or which may subsequently be imposed on the letting of any automobile
under this agreement or the use and/or operation of any automobile leased under this agreement.
(C). Each automobile leased under this agreement will be used and operated in a careful manner
and lessee will pay or cause to be paid any fines imposed by any governmental authority levied upon
any automobile leased under this agreement and its respective driver as the result of any act or
omission during the term the automobile is leased under this agreement.
(D). Lessee will not use or allow any automobile leased under this agreement to be used for any
illegal purpose and will reimburse lessor for any automobile leased under this agreement which is
confiscated and for expenses incurred as a result of any confiscation or attempted confiscation by
any governmental authority whatsoever, whenever such confiscation and expenses or either is
caused by the illegal use of such automobile while the automobile is leased under this agreement.
(E). Lessee will keep and maintain each automobile leased under this agreement in good running
order and will see that the automobiles are in good repair and properly serviced and greased at the
expense of lessor.
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(F). Immediately on the discovery of the need of any repair or servicing or otherwise of any
automobile leased under this agreement lessee shall cause such automobile to be taken to an
authorized service station of the manufacturer of such automobile. The cost of such repair may be
deducted by the lessee from the next rental payment due lessor under this agreement provided lessee
shall make no repairs the cost of which shall exceed $_____ without the written consent of lessor
first obtained. At the time of making such deduction, lessee shall provide lessor with an itemized
invoice evidencing payment for the repairs for which such deduction is claimed.
(G). Any automobile leased under this agreement will be examined at such time and place as
may be required by the constituted authorities having jurisdiction and lessor shall reimburse lessee
for any fees required for such examination if provided with the official receipt.
(H). Any automobile leased under this agreement will be kept and maintained in a garage or
other covered storage space except when in use.
(I). Lessee at his [or her] expense will provide all gasoline, oil, antifreeze, washing, storing and
garaging for any automobile leased under this agreement.
(J). Lessee will be liable, and pay lessor for all damage or loss to any automobile leased under
this agreement resulting from collision, upset or overturn to, but not beyond the sum of $_____ for
each collision, upset or overturn notwithstanding any other provision of this lease.
(K). Lessee will effect, pay for and maintain as to each automobile leased under this agreement
while this agreement is in effect for that automobile indemnity insurance, including public liability
and property damage insurance, issued by a responsible company or companies, protecting the
interests of both lessee and lessor against liability for damage, personal injury or death caused by
any automobile leased under this agreement, or its operation, to the extent of not less than $_____
per accident and not less than $_____ per person; and the sum of $_____ per accident against
liability for damage to property caused by the operation of any automobile leased under this
agreement, and the lessee agrees that the policy will include lessor as a "named insured" and shall
not be cancelled until after _________ days notice to lessor of intention to cancel, and the lessee
further agrees to furnish to lessor prior to the use or operation of any such automobile a certificate of
such insurance.
Should any claim be made or any action be commenced against lessor arising from any of the
causes covered by the insurance referred to in this paragraph, lessor will promptly notify lessee and
lessee will conduct the defense of any such claim or action at lessee's expense, including all costs
and attorneys' fees.
In the event of the cancellation of any public liability and property damage insurance or any
required of lessee at his [or her] expense under the terms of this lease, the use by lessee of all
automobiles leased shall cease until all such insurance so cancelled has been renewed or replaced.
(L). Except as otherwise subsequently provided, upon the expiration of the term of this lease or
its earlier termination for any reason, any automobile leased under this agreement shall be returned
by lessee to lessor at _________ street, _________, _________.
(M). If any default shall be made by lessee in the payment punctually when due, of any rent or
other moneys due under this agreement, or in the performance of any other provision, or if lessee is
or becomes unable to pay his [or her] debts from his [or her] own means as they become due, or if
any receiver of the business or of the property or assets of the lessee shall be appointed by any court,
or if the lessee shall abandon the automobiles or if the lessee shall otherwise, in any manner
whatever, become unable to pay the rent specified here or to perform any of the provisions to be
kept or performed by lessee, then in any of such events lessor shall have the option, without notice
to lessee or demand for performance, to require lessee to redeliver to lessor at a location designated
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by lessor but at lessee's expense, each of the automobiles leased or to repossess each of the
automobiles and either:
(i) With or without terminating or forfeiting this lease and in either event without in any way affecting
any other right or remedy of lessor or any duties or obligations of lessee under this agreement, relet one or
more or all of the automobiles leased under this agreement as the agent and for the account of lessee upon
such terms and conditions as lessor may deem advisable, in which event the rents received on any such
reletting shall be applied first to the expenses of reletting and collecting, including necessary renovation
and alteration of the automobiles and thereafter toward payment of all sums due or to become due to lessor
under this agreement, and if a sufficient sum shall not thus be realized to pay such rent and other charges,
lessee shall pay to lessor monthly any deficiency and lessor may sue for them as each monthly deficiency
shall arise; or
(ii) Terminate this lease, in which event lessee shall pay to lessor as the amount which shall be
presumed to be the amount of damage sustained by lessor by reason of lessee's breach of this lease (it being
agreed that it would be impracticable or extremely difficult to fix the actual damage) a sum of money equal
to the amount, if any, by which the rent reserved under this agreement for all automobiles leased under this
agreement for the balance of the term of this lease as to all such automobiles exceeds the then reasonable
rental of all such automobiles for such balance of the term at the time of such termination, the claim for
which sum shall be immediately enforceable by lessor against lessee by suit, and shall be provable in any
proceedings of any kind concerning lessee.
The foregoing remedies shall not be exclusive but shall be cumulative and in addition to all other remedies.
(N). In case any litigation of any kind between lessee and lessor shall arise out of this lease and lessor
shall prevail in such litigation, lessee agrees to pay lessor a reasonable attorney's fee which shall be taxed
by the court as part of the costs of such litigation.
4. Lessor and lessee agree that:
(A). Lessor will not be liable to lessee for any loss of business or any other damage caused by
any interruption of the service provided for here or otherwise.
(B). Lessor may at any time replace any automobile leased under this agreement with a new
automobile of similar make and body.
(C). Lessee shall have the right, but not the duty, at lessee's expense to affix or cause to be
affixed, to any automobile leased under this agreement any appropriate advertisement or insignia
indicating that such automobile is being used in the service of lessee.
(D). Lessor does not assume any liability for any acts or omissions of lessee or of any of lessee's
agents, employees or drivers and lessee specifically releases lessor from all such liability and agrees
to hold lessor harmless of and from any and all such liability, except that lessor (and not lessee) shall
be liable for any loss or damage suffered by any automobile leased under this agreement from fire or
theft or from collision, upset or overturn in excess of $_____ for each collision, upset or overturn.
(E). This is an automobile lease only, and the lessee has acquired no right, title or interest in or to
the automobiles, except the right to use the same pursuant to the provisions of this lease.
(F). This lease and the term of it as to any automobile leased under this agreement shall be
extended for an additional term of _________ months as to such automobile upon all of the terms of
this lease, including this paragraph for renewal, unless either party here at least _________ days
before the end of the term of this lease as to such automobile gives written notice to the other of
intention to terminate this lease as to such automobile on expiration of the term as to such
automobile.
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(G). So long as the lessee performs all of the terms and conditions of this lease including
payment of the rental in respect to any automobile leased under this agreement, lessee shall have the
unrestricted lawful use of such automobile for any lawful purpose except the transportation of
persons or property for hire.
(H). Lessee will not assign, mortgage or hypothecate this lease, or any interest in it, or permit the
use of any automobile leased under this agreement by any person other than lessee or an adult
member of his or her family or his or her agents or employees, nor sublet any automobile without
the written consent of lessor.
(I). This lease shall terminate as to any automobile replaced by lessor under this lease when so
replaced and the new car shall be leased for the full term.
(J). The obligations of lessor may be suspended to the extent it is hindered or prevented from
complying by strikes, lockouts, war, act of God, fires, storms, unavoidable accidents or
governmental regulations or interference or other matters beyond its control.
(K). This lease agreement represents the entire agreement between the parties here and no
provision may be waived or modified, except by an instrument in writing signed by both of the
parties.
(L). The marginal notations on this lease agreement do not constitute any part of this lease
agreement and shall not be considered in its interpretation.
Executed in duplicate at _________, _________, the day and year first written above.
_________
By _________, its _________, Lessor
By _________, Lessee
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Rental agreement.
TOP
The _________ Corporation
Automobile Rental Agreement No. _________
License No. of Vehicle _________
Driver's license No. _________ State _________ Expiration date _________
Automobile make _________ Body style _________
Rental by _________(employee or agent of lessor) at _________(place) to _________ of _________
(residence and post-office address).
Date of rental _________; to be returned _________[Date] at _________(hour) at _________ (place).
Time out _________ —.m., _________[Date], Time in _________ —.m., _________[Date]
Mileage in _________ Mileage out _________ Miles driven _________
Account
Deposit
Rental charges
_________ miles at _________ per
mile
_________ hours at _________ per
hour
_________ days at _________ per
day
_________ weeks at _________ per
week
Total rental charges
Damage
Collision protection
Total charges
Refund gas
Refund repairs
Net amount due
Computed by _________
$.......................................................................................................
$....................................................................................................
......................................................................................................
......................................................................................................
......................................................................................................
......................................................................................................
......................................................................................................
......................................................................................................
......................................................................................................
.........................................................................................................
.........................................................................................................
.........................................................................................................
Terms and Conditions
In consideration of the covenants contained here, the lessor corporation, referred to as lessor, leases to
the undersigned renter, upon the terms, covenants and conditions set out here, the motor vehicle described
above, referred to as vehicle.
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(1). Renter acknowledges that the vehicle is the property of lessor and that he or she has received it in
good mechanical condition.
(2). Renter agrees that he or she will return the vehicle to lessor station from which it was rented, in the
same condition as he or she received it, ordinary wear and tear excepted, on the return date stated above or
sooner upon demand of lessor.
(3). Renter agrees not to use the vehicle for the transportation of persons or property for hire, express or
implied; not to use it in violation of any federal, state or municipal law, ordinance, rule or regulation
governing the use or return of it; nor to remove it from this state without the written consent of lessor.
(4). Renter being one of the assured under the insurance policy covering the vehicle agrees to comply
with all the terms and conditions of the policy, which by reference are incorporated here and made a part of
this agreement, and to comply with the terms and conditions appearing on reverse side of this agreement.
(5). Renter further expressly agrees to indemnify the insurance company for any and all loss, damage,
cost and expense paid or incurred by the insurance company because of injuries or damages sustained by
occupants of the vehicle, in states where the law makes lessor or its insurance carrier liable for injuries to
occupants of the vehicles or because of injuries or damages resulting from the operation of the vehicle in
violation of any of the terms and conditions appearing on the reverse side of this agreement.
(6). Renter expressly agrees to pay lessor on demand:
(a). A mileage charge computed at the rate specified in the current lessor rate schedule for the
mileage covered by the vehicle during the period of this rental.
(b). Service and time charges computed at the rate specified in the current lessor rate schedule for
the period of this rental.
(c). A sum equal to the cost of all damages to the vehicle during this rental period provided,
however, that renter's liability shall be limited to $_____ unless vehicle was operated in violation of any
of the provisions of this rental agreement.
(d). A sum equal to the value of all tires, tools and accessories lost or stolen from the vehicle.
(7). It is expressly agreed that renter is not the agent, servant or employee of lessor in any manner
whatsoever.
Collision Protection
If [this paragraph] has been initialed on behalf of _________, then for an additional fee of _________
per day (with a maximum of _________ per week), _________ agrees to relieve renter of all liability for
collision damage to the _________ vehicle referred to above while it is operated in conformity with this
rental agreement, but renter shall be fully liable for all such damage if the vehicle is operated in violation of
any law or this rental agreement.
Signed renter _________
Local address _________ Tel. No. _________
Charge and mail invoice to:
Print name _________
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Street _________
City and state _________
Important: Show name and address exactly as should appear on account records.
------ fn ------
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Building contract.
TOP
Agreement made on _________[date], between _________ of _________, referred to as contractor,
and _________ of _________, referred to as owner.
Owner is about to erect a _________ at _________, on _________ Street, _________ and has caused
_________, architect, to prepare drawings and specifications of the _________.
Contractor has signified his [her] willingness to erect _________ in accordance with the drawings and
specifications attached to this contract and signed by contractor, owner and architect, and in accordance
with the conditions and for the consideration set forth below.
It is agreed between the parties, in consideration of their mutual agreements, as follows:
1. The contractor agrees:
A. To furnish all the materials and perform all of the work for the erection of a _________
building on the premises of owner at _________, in accordance with the plans and specifications
prepared by _________, architect, signed by owner and contractor, and attached to and made a part
of this contract.
B. To commence work on or before _________[date], and to finish the whole of the building
and deliver up the building complete in every respect according to the drawings and specifications,
and to the satisfaction of the architect, on or before _________[date], unless that day or time shall
be extended as provided below for or by agreement endorsed on this contract and signed by the
parties; and then, in such case, on or before the extended day or time.
C. To give all requisite notices to the proper authorities, obtain all official inspections, permits,
certificates and licenses made necessary by the work in his [her] charge, and pay all proper and legal
fees.
D. To furnish a bond covering the faithful performance of the contract and payment of all
obligations arising under the contract, in such form as owner may prescribe and with such sureties as
he [she] may approve. If the bond is required by instructions given previous to the submission of
bids, the premium shall be paid by contractor; if subsequent to submission of bids, it shall be paid by
owner.
E. To maintain such insurance as will protect him [her] from claims under worker's
compensation acts and from any other claims for damages for personal injury, including death,
which may arise from operations under this contract, whether such operations be by himself
[herself] or by any subcontractor or anyone directly or indirectly employed by either of them.
Certificates of insurance shall be filed with owner, if he [she] so requires, and shall be subject to his
[her] approval for adequacy of protection.
F. To provide proper facilities to enable owner and architect, and their representatives, to have
access to and inspect the work during its progress.
G. To indemnify and save harmless owner against all loss, costs or damage on account of injury
to persons or property occurring in the performance of the contract, together with any and all
attorney's fees incurred by owner on account of the injuries.
H. That owner may make any alterations, deviations, additions or omissions from the plans and
specifications, or either of them, which he [she] shall deem proper and architect shall advise, by a
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written order signed by architect and approved by owner, without affecting or making void this
contract and in all such cases architect shall value or appraise such alterations, and add to or deduct
from the amount agreed to be paid to contractor any excess or deficiency occasioned by such
alterations. In case any alterations or deviations are made, such further time may be allowed for
completion of the work caused by the alterations or deviations as architect shall decide to be
reasonable.
If contractor should be adjudged a bankrupt, or if he [she] should make a general assignment for
benefit of his [her] creditors, or if a receiver should be appointed on account of his [her] insolvency,
or if he [she] should persistently or repeatedly refuse or should fail, except in cases for which
extension of time is provided, to supply enough properly skilled workers or proper materials, or if he
[she] should fail to make prompt payment to subcontractors or for material or labor, or persistently
disregard laws, ordinances or the instructions of the architect, or otherwise be guilty of a substantial
violation of any provision of the contract, owner, on certificate of architect that sufficient cause
exists to justify such action, may, without prejudice to any other right or remedy and after giving
contractor _________ days' written notice, terminate the employment of contractor and take
possession of the premises and of all materials, tools and appliances on the premises.
2. The owner agrees:
A. To pay the contractor for the performance of the contract, subject to additions and deductions
provided in the contract, in current funds as follows: _________[state lump sum amount, unit prices,
or both, as desired in individual cases].
Where quantities originally contemplated are so changed that application of the agreed unit price
to the quantity of work performed is shown to create a hardship to owner or contractor, there shall
be an equitable adjustment of the contract to prevent such hardship.
The owner shall make payments on account of the contract as provided in the contract, as
follows:
On or about _________ day of each month _________ percent of the value, based on
contract prices, of labor and materials incorporated in the work and of materials suitably stored
at the site up to _________ day of that month, as estimated by architect, less the aggregate of
previous payments; and on substantial completion of the entire work, a sum sufficient to increase
total payments to _________ percent of the contract price _________[insert any provision made
for limiting or reducing the amount retained after the work reaches a certain stage of
completion].
Final payment shall be due _________ days after substantial completion of the work provided
the work is fully completed and the contract fully performed.
If after the work has been substantially completed, full completion is materially delayed through
no fault of contractor, and architect so certifies, owner shall, on certificate of architect, and without
terminating the contract, make payment of the balance due for that portion of work fully completed
and accepted. The payment shall be made under the terms and conditions governing final payment,
except that it shall not constitute a waiver of claims.
B. To effect and maintain fire insurance on the entire structure on which the work of this contract
is to be done and on all materials, in or adjacent to and intended for use on the structure, to at least
_________ percent of the insurable value of the structure. The loss, if any, is to be made adjustable
with and payable to owner as trustee for whom it may concern.
3. It is further agreed between the parties as follows:
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A. The work shall be executed under the supervision and direction of the architect, _________,
and his [her] decision as to all matters relating to the performance of this agreement shall be final
and binding on the parties except as otherwise provided in this agreement.
Upon receipt of written notice that the work is ready for final inspection and acceptance,
architect shall promptly make such inspection, and when he [she] finds the work acceptable under
the contract and the contract fully performed he [she] shall promptly issue a final certificate, over his
[her] own signature, stating that the work provided for in this contract has been completed and is
accepted by him [her] under the terms and conditions of the contract, and that the entire balance
found to be due contractor, and noted in the final certificate, is due and payable. Before issuance of
the final certificate contractor shall submit evidence satisfactory to architect that all payrolls,
material bills, and other indebtedness connected with the work have been paid.
B. Neither final payment nor any part of the retained percentage shall become due until
contractor, if required, shall deliver to owner a complete release of all liens arising out of this
contract, or receipts in full in lieu of a release and, if required in either case, an affidavit that so far
as he [she] has knowledge or information the releases and receipts include all labor and material for
which a lien could be filed. Contractor may, if any subcontractor refuses to furnish a release or
receipt in full, furnish a bond satisfactory to owner, to indemnify him [her] against any lien. If any
lien remains unsatisfied after all payments are made, contractor shall refund to owner all monies that
the latter may be compelled to pay in discharging such lien, including all costs and a reasonable
attorney's fee.
C. If contractor be delayed at any time in the progress of the work by any act or neglect of owner
or architect, or of any employee of either, or by any other contractor employed by owner, or by
changes ordered in the work, or by strikes, lockouts, fire, unusual delay in transportation,
unavoidable casualties or any causes beyond contractor's control, or by delay authorized by architect
pending arbitration, or by any cause which architect shall decide to justify the delay, then the time of
completion shall be extended for such reasonable time as architect may decide. No extension shall
be made for delay occurring more than _________ days before a claim is made in writing to
architect. In case of a continuing cause of delay, only one claim is necessary.
D. If any dispute or difference shall arise between owner or his [her] architect and contractor,
with respect to any matter or thing arising out of, or in any wise relating to, the contract, and not
agreed to be determined by architect, such difference or dispute shall, immediately after it has
arisen, be referred to final determination and award of two competent persons as arbitrators, one of
whom shall be chosen by owner and the other by contractor, and of an umpire to be named by the
two arbitrators, and the award of the arbitrators, or of their umpire, if they disagree, shall be final
and conclusive, as to the matters referred to them, provided the award be made in writing under
their, his or her hands or hand, and ready to be delivered to owner and contractor, within _________
months after such reference, or within such further time, not exceeding _________ months from the
time of such reference, as the arbitrators or their umpire shall by writing, under their, his or her
hands or hand, from time to time appoint. The costs and charges attending such reference shall be in
the discretion of the arbitrators or their umpire, and shall be paid as they, he or she by their, his or
her award, shall direct.
E. Neither party to the contract shall assign the contract or sublet it as a whole without the
written consent of the other, nor shall contractor assign any moneys due or to become due to him
[her] under the contract, without the previous written consent of owner.
[Signatures and seals][Acknowledgements or attesting witness if necessary or desired]
[Annex plans and specifications]
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Agreement between contractor and subcontractor.
TOP
Agreement made _________[date], between _________ of _________, called contractor, and
_________ of _________, called subcontractor.
Subcontractor, in consideration of the agreements contained in this contract on the part of contractor,
agrees with contractor as follows:
1. To furnish all material and perform all work for _________[state work to be done and materials
to be furnished, preferably by reference to numbers of drawings and pages of specifications].
2. To complete the work to be done on or before _________[date], and in default of completion to
pay to contractor _________ dollars ($_____) for each day that the work shall remain unfinished, as
and for liquidated damages.
3. To furnish contractor, immediately on execution of this contract, with a satisfactory surety
company's bond in the sum of _________ dollars ($_____), guaranteeing all terms of this contract and
completion of the contract within the time mentioned.
4. To procure, at his [her] own expense, before entering performance of this contract, compensation
insurance in a reliable insurance company, satisfactory to contractor, covering full liability for
compensation to any of its employees for bodily injuries accidentally sustained, whether resulting in
death or otherwise, under the Worker's Compensation Act of the State of _________, and to maintain
such compensation insurance in full force and effect at all times while this contract shall remain in force
and not fully performed on his [her] part; to furnish contractor a satisfactory indemnity accident policy
protecting owner and contractor in case of accident to workers employed on the building or themselves
or their employees or the public, and that if any suits are entered against owner of the building or the
contractor on account of acts committed, or omissions by subcontractor, his [her] agents or employees,
to defend such suits and reimburse either or both owner and contractor for any expense or cost that they
may be put to, including court costs and attorney fees.
5. At his [her] own cost and expense, to apply for and obtain all necessary permits and conform
strictly to the laws and ordinances in force in the locality whe erected.
6. To provide, both in the shops and in the building, sufficient, safe and proper facilities, at all times,
for inspection of the work by owner, architect and contractor, or the authorized representative of any of
them, and, on request of contractor, to produce all vouchers showing the quality of the material used.
7. Should proper, workmanlike and accurate performance of any work under this contract depend in
any way on proper, workmanlike or accurate performance of any work by another contractor on the
building, to use all means necessary to discover any defects in the contractor's work, and to report the
defects, in writing, to contractor before proceeding with his [her] work which is so dependent; and to
allow to contractor a reasonable time to remedy the defects.
8. To make no claim for additional work unless done in pursuance of a written order from
contractor, and notice of all such claims shall be given to contractor in writing before the next ensuing
payment or shall be considered as abandoned.
9. Before final payment is made, to execute a written guaranty for his [her] work, agreeing to make
good, without cost to owner or contractor, any and all defects due to imperfect workmanship or
materials, which may appear during a reasonable time, the length of such time to be determined by
contractor.
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10. To protect and indemnify contractor against any loss or damage suffered by anyone arising
through the negligence of subcontractor, or those employed by him [her] or his [her] agent or servants;
to bear any expense which contractor may have by reason of the negligence, or on account of being
charged with negligence; and if there are any injuries to persons or property unsettled, when the work is
finished, final settlement between contractor and subcontractor shall be deferred until such claims are
adjusted or suitable special indemnity acceptable to contractor is provided by subcontractor.
11. To indemnify and hold owner and contractor harmless from any and all loss or damage which
owner and contractor, or either of them, may sustain on account of any claim, demand or suit made or
brought against owner and/or contractor by or on behalf of any employee of subcontractor, or by or on
behalf of any person injured by subcontractor, his [her] servants, agents or employees.
12. To not assign or transfer this contract or any part of this contract without written consent of
contractor.
The contractor, in consideration of the agreements contained in this contract on the part of
subcontractor, agrees as follows:
13. To employ subcontractor to provide the materials and to do the work according to terms and
conditions contained in this contract.
14. If subcontractor shall faithfully fulfill this contract to the satisfaction of architect, and keep every
agreement on his [her] part contained in this contract, to pay to subcontractor _________ dollars
($_____), for all of this work and material in place complete and accepted under this contract.
Payments to be made on or about the _________ day of each month at the rate of _________ percent of
the value of the work erected in place during the preceding month, as determined by contractor or architect
and the remaining _________ percent within _________ days after completion and acceptance of this
work.
No payment made under this contract shall operate as an admission, on the part of contractor, that this
contract, or any part of this contract, has been complied with, in case in fact it shall be otherwise, or so as to
preclude any action for damages against subcontractor, should the work and material required not be
performed and furnished in substantial and workmanlike manner, and of proper quality, or should this
contract not be faithfully executed in every respect.
It is further agreed as follows:
15. No alterations shall be made in the work or materials shown or described by the drawings and
specifications, except on written order of contractor, and when so made, the value of work and materials
added or omitted shall be computed and determined by contractor, and the amount so determined shall
be added to or deducted from the contract price. [Provision may be added as to arbitration in case
valuation is in dispute.]
16. Contractor shall provide all labor and materials not included in this contract in such manner as
not to delay the material progress of the work, and in the event of failure to do so, thereby causing loss
to subcontractor, agrees to reimburse subcontractor for such loss; and subcontractor agrees that if he
[she] shall delay the material progress of the work so as to work any damage for which contractor shall
become liable, then he [she] shall make good to contractor any such damage over and above any
damage for general delay otherwise provided for in this contract.
17. Should subcontractor at any time refuse or neglect to supply a sufficiency of properly skilled
workers or of materials of proper quality and quantity, or fail in any respect to prosecute work with
promptness and diligence, or fail in the performance of any of agreements on his [her] part contained in
this contract, contractor shall be at liberty, after _________ days' written notice to subcontractor, to
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provide any such labor or materials, and to deduct the cost from any money due or to become due to
subcontractor under this contract; and contractor shall also be at liberty to terminate the employment of
subcontractor for the work, and to enter on the premises and take possession of all materials and
appliances of every kind whatsoever on the premises, and to employ any other person or persons to
finish the work, and to provide materials for the workers; and in case of discontinuance of employment
of subcontractor, he [she] shall not be entitled to receive any further payment under this contract until
the work shall be wholly finished, at which time, if the unpaid balance of the amount to be paid under
this contract shall exceed the expenses incurred by contractor in finishing the work, the excess shall be
paid by contractor to subcontractor, but if the expense shall exceed the unpaid balance, subcontractor
shall pay the difference to contractor. The expense incurred by contractor as provided, either for
furnishing materials or for finishing the work, and any damage incurred through such default, shall be
audited and certified by architect whose certificate shall be conclusive on the parties.
18. No verbal order, objection, claim, or notice of either party to the other shall be of effect or
binding, and no evidence of such order, objection, claim or notice shall ever be introduced in any suit in
law or equity in which these parties are interested, both parties agreeing to execute and deliver in
writing all communications from them by which the other party is to be charged, notified, or affected,
and when they are given verbally they shall be held as not material or binding, and none of provisions
of this contract, plans or specifications, shall be held to be waived, or interpreted, by reason of any act
whatsoever, or in any manner, other than by an express waiver, or a definitely agreed interpretation in
writing, and no evidence shall be introduced of any other waiver or interpretation.
19. [Clause for extension of time in case subcontractor is delayed by acts of owner, architect or
contractor, or by alterations required, or by damage occurring from fire, etc., may be included.]
20. In case contractor and subcontractor fail to agree in relation to any matters under this contract,
these matters shall be referred to a board of arbitration, consisting of one person selected by contractor
and one person selected by subcontractor, these two to select a third person; the decision of any two of
this board shall be final and binding on the parties. The party cast in the decision shall pay the cost of
the arbitration, but, in the event that each party is allowed something on his [her] claims, they shall
share the expenses equally between them.
[Date and signature]
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Illustrative agreements.
TOP
An action for divorce is now pending between the parties in the _________ Court of
_________[county, state], in Cause No. _________;
In the event a decree for divorce is entered and the marriage of the parties is dissolved, the parties desire
to settle all rights to alimony and the rights of each of the parties in the property of the other or in jointly
owned property, and of fixing the custody of the children of the parties and their support.
Therefore, when a decree for divorce is entered dissolving the marriage existing between the parties, the
parties agree:
(1) That husband will pay to wife $_____ per month as alimony, which payments shall continue
throughout the life of _________, or until the death of husband;
(2) Husband shall pay to wife $_____ in cash for all of wife's stock in _________ Company, which
payment shall be in full satisfaction of all of wife's interest of any kind or character in the corporation. This
obligation may be discharged by husband by the corporation redeeming wife's stock for $_____;
(3) Wife's interest in the home of the parties at _________[address], shall be divested out of _________
and vested absolutely and in fee simple in husband, _________, in consideration of which husband will pay
wife $_____ in cash and shall execute a note in the principal sum of $_____ due 10 years from the date of
the entry of divorce decree with interest at _____% per annum payable annually to wife or the holder of the
note. Husband shall have the right to prepay this note or any part of it at his option;
(4) Husband shall have custody of the children of the parties and shall support them, but wife shall have
the right to have the children visit with her at reasonable times. The right to change the custody of the
children shall be retained by the court and shall be subject to the future orders of the court;
(5) Husband shall have title to all furnishings in the property known as _________[address], with the
exception that wife shall be entitled to all wedding gifts, items that she needs for her personal use and items
of personal property for which she has a sentimental attachment;
(6) The automobile which was used by wife shall be her absolute property.
It is understood and agreed that upon entry of a divorce decree dissolving the marriage this agreement
shall be incorporated in such decree, and that each party will execute all documents, instruments, deeds and
contracts necessary to effectuate the purposes stated in this agreement.
It is further understood and agreed that neither party shall have any other rights in any property of the other
except as expressly stated in this agreement, and that this agreement is a final and complete settlement of
all marital rights or other rights in property which either of the parties may have.
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TOP
Security deposit.
The lessee has deposited with the lessor the sum of $_____ as security for the prompt and full payment
of the rent and the performance of all provisions of this lease, and any extension or renewal of them.
The lessor shall deposit this security in lessor's name, as trustee for the lessee, naming lessee, in an
interest bearing account in the _________ Bank, _________ Street, _________.
The security deposit and the interest earned on it, if any, shall remain the money of the lessee until it is
returned or applied to rent payments or damages due the lessor as provided in this lease agreement. Pending
such event, the lessor shall hold the money in trust, and it shall not be mingled with the personal money of
the lessor or become an asset of the lessor.
The lessor shall have the right but not the obligation to apply the security to curing any default by the
lessee in the performance of any of the covenants contained in this lease agreement with respect to any item
or items of equipment. Such application does not constitute a defense to any action by lessor arising out of
the default. In the event of such application of the security to cure a default, the lessee, upon demand by the
lessor, shall restore the security to the full amount.
Provided the lessee has paid all of the rent required and has fully performed all other provisions this
lease requires, the lessor shall return any remaining balance of the security upon the expiration, or earlier
termination, extension or renewal, of this lease.
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Lease of warehouse.
TOP
This lease, made and entered into this the _________ day of _________, _________, by and between
_________(herein called owner) and _________, Inc., a _________ corporation with its principal place of
business in _________[city, state] (herein called lessee): witnesseth:
That the owner has hereby leased to the lessee, and the lessee has hereby hired and taken from the
owner the following-described property: _________.
The terms and conditions of this lease are agreed to be as follows:
1. The term of this lease shall be three (3) years, beginning January 1, _________ and
terminating December 31, _________, provided, however, that on or before November 1,
_________ lessee shall have the option for renewal for another 2 year term provided such option is
exercised by written notification to the owner on or before November 1, _________, upon the same
terms and conditions as provided for the original term of this lease except as to monthly rental,
which shall be $_____ per month for the years _________ and _________.
2. As rental for said premises, lessee shall pay to owner for the first 12 months of this lease, the
sum of $_____ per month, payable in advance on or before the first day of each month, beginning
with the month of January _________, and for the remaining period of lease, the sum of $_____ per
month, beginning January 1, _________, payable monthly in advance on or before the first day of
each month, beginning with the month of January _________.
3. It is also mutually agreed as follows:
(a). The owner shall be responsible for and shall pay all taxes and assessments imposed on
the demised premises by any lawful authority.
(b). The owner shall carry insurance on the building but not on the contents thereof, and shall
maintain the sprinkler system and the roof, walls and structural parts of the building in proper
condition for use by lessee.
(c). Electrical service will be separately metered at the expense of and for the account of the
lessee. Any alterations to the building shall be at the expense of the lessee and shall be restored
by the lessee at its own expense at the termination of the lease except upon written consent of the
owner.
4. The lessee covenants and agrees that it will take good care of the premises and upon the
termination of this lease, will surrender the premises in as good order and condition as they are in
the beginning of this lease, ordinary wear and tear excepted; and that it will make no unlawful or
offensive use of the premises. If the lessee shall fail and neglect to make any payment of rent when
due or within 15 days after written notice thereof, or shall violate any of the provisions of this lease,
the owner, without any other notice or demand, may at their option, terminate this lease and require
the lessee to vacate the premises hereby demised, or may enter the premises and expel the lessee
therefrom, or the owner may in lieu of the above or in conjunction therewith, pursue any other
lawful right or remedy incident to the relationship created by this lease.
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COMMERCIAL LEASE
TOP
This Lease is made this ______ day of __________ (Month), _____ (Year) by and
between _________________________________________________ (hereinafter
"Landlord") and ________________________________________________
(hereinafter "Tenant"). In consideration for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the parties hereby
agree as follows:
1. The Landlord leases to the Tenant, and the Tenant rents from the Landlord the
following described premises:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
2. The term of the Lease shall be for _____________________________ commencing
______________________ and ending ______________________.
3. The Tenant shall pay to Landlord as rent $____________ per year in equal monthly
installments of $ _________ payable in advance ___________________ (Time Period).
4. This Lease is subject to all present or future mortgages affecting the premises.
5. Tenant shall use and occupy the premises only as a _________________________
(Tenant Rental Status) subject at all times to the approval of the Landlord.
6. The Tenant shall not make any alterations, additions or improvements to the
premises without the prior written consent of the Landlord.
7. The Landlord, at his own expense, shall furnish the following utilities or amenities
for the benefit of the Tenant: _____________________________________________
___________________________________________________________________
___________________________________________________________________.
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8. The Tenant, at his own expense, shall furnish the following:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
9. The Tenant shall purchase at his own expense public liability insurance in the
amount of $ _________________ as well as fire and hazard insurance in the amount of
$ _____________ for the premises and shall provide satisfactory evidence thereof to
the Landlord and shall continue same in force and effect throughout the Lease term
hereof.
10. The Tenant shall not permit or commit waste to the premises.
11. The Tenant shall comply with all rules, regulations, ordinances codes and laws of
all governmental authorities having jurisdiction over the premises.
12. The Tenant shall not permit or engage in any activity which will effect an increase
in the rate of insurance for the Building in which the premises is contained nor shall the
Tenant permit or commit any nuisance thereon.
13. The Tenant shall not sublet or assign the premises nor allow any other person or
business to use or occupy the premises without the prior written consent of the
Landlord, which consent may not be unreasonably withheld.
14. At the end of the term of this Lease, the Tenant shall surrender and deliver up the
premises in the same condition (subject to any additions, alterations or improvements,
if any) as presently exists, reasonable wear and tear excluded.
15. Upon default in any term or condition of this Lease, the Landlord shall have the
right to undertake any or all other remedies permitted by Law.
16. This Lease shall be binding upon, and inure to the benefit of, the parties, their
heirs, successors, and assigns.
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Signed this _______ day of ________________ (Month) ________ (Year).
_____________________________
_____________________________
Tenant
Landlord
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SELLER'S AGREEMENT TO REPURCHASE
TOP
Seller agrees that it will, at any time, upon receipt of a written request from Buyer, repurchase any of the
following classes of goods sold by Seller to Buyer:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
which are unused (except as they may be displayed for sale) and in the original shipping containers, at a
price equal to ________ percent (______%) of the original invoice price less return freight and shipping
charges to Seller's warehouse at ____
_______________________________________________________________.
The Buyer may, without notice to Seller, assign his right to require the repurchase of all or any goods to
any bank, finance company or other financier to whom any security interest in the goods, or any of them,
may be granted, and in any such event, Seller will not assert against any such bank, finance company or
other secured party, any right of set-off, recoupment or counterclaim which may now exist or hereafter
arise under or by virtue of any transaction between Seller and Buyer.
Seller shall not be obligated to repurchase any goods under this contract, unless and until it shall have
been furnished assurances which are in its opinion adequate to insure that the goods will be delivered to
Seller free and clear of any and all liens, encumbrances, security interests, and other claims of third
parties to the goods.
______________________________________________
_______________
Signature
Date
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EMPLOYMENT CONTRACT (SALES)
TOP
EMPLOYMENT AGREEMENT, effective this ________ day of _________ (month),
____ (year), by and between ________________________________ (hereinafter
referred to as the "Company"), a corporation organized and existing under the laws of
the State of ____, with its principal place of business located at __________________,
and ___________________ (hereinafter referred to as the "Employee"), an individual,
with his or her principal residence located at _________________________________.
WITNESSETH:
WHEREAS, the Company is in the business of ___________________ and
WHEREAS, the operation by the Company of its business requires disclosure of
confidential information to its employees; and
WHEREAS, such confidential information provided to the Employee by the Company,
if improperly used by the Employee for his or her own purpose rather than on behalf of
the Company, can result in irreparable harm to the Company, which harm, because of
the nature of the industry, is not susceptible to precise proof; and
WHEREAS, the training of the Employee by the Company, the skills obtained by the
Employee and the disclosure to the Employee of such aforesaid confidential
information makes such Employee valuable to competitors of the Company; and
WHEREAS, the Employee is desirous of entering into the employment of the Company
and is aware of the foregoing consideration and understands the reasons for the terms
and conditions of his or her employment as set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
promises set forth herein, and intending to be legally bound hereby, the parties agree as
follows:
ARTICLE I: PURPOSES. The Company hereby employs the Employee and the
Employee accepts employment from the Company as a salesperson and/or such other
duties as the Company may, from time to time, determine.
The Company hereby engages the Employee for the primary purpose of soliciting
____________________ sales in the territory or territories to be determined by the
Company at the Company's sole discretion.
ARTICLE II: DUTIES. The Employee accepts such employment as a salesperson and
agrees to devote his or her full-time and best efforts to soliciting sales in the territory or
territories to be determined by the Company.
The Employee shall solicit ________________ sales for the exclusive benefit of the
Company and perform such other duties as may be assigned to him or her by the
Company. The Employee agrees that during the term of this agreement, he or she will
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have no other employment except as may be specifically authorized in writing by the
Company. The Employee shall not serve as an adviser, agent, consultant, independent
contractor or in any other capacity with respect to any trade or business, proprietorship,
partnership, corporation or other entity, person or firm that directly sells or services
_______________ or any type of product or service that competes, conflicts or
interferes with the performance of his or her duties, unless he or she has first received
written consent of the Company, which consent shall be revocable at the will of the
Company.
The Employee shall present the Company's line of __________________ to
prospective clients and will offer such ____________________ at prices furnished by
the Company, on the terms and conditions established by the Company and in the
territories established by the Company.
The Employee shall not at any time enter into any contract with any person, firm or
corporation that shall purport to bind the Company in any manner whatsoever without
written authority from the Company and any such contract entered into by such
Employee shall not be binding upon the Company. The Company specifically reserves
the right to reject any contract or to cancel any contract or part thereof even after
acceptance, for credit reasons or for any other reason whatsoever that the Company
may deem appropriate.
ARTICLE III: TERMS. The Company hereby employs the Employee, and the
Employee hereby accepts employment for a term of _________ (__) year(s) from the
date hereof unless terminated by either party by written notice sent by certified mail at
least _______ (___) days in advance of such termination. Such notice of termination
shall not prejudice either party as to any remedies under the provisions of this
agreement. If the agreement is not terminated by either party during the initial term
hereof, the Employee's employment shall continue thereafter under the terms and
conditions hereof for a period of one year, and so on from year to year, until either
party terminates this agreement.
ARTICLE IV: COMPENSATION. As compensation for all of the services to be
rendered by the Employee pursuant to the terms and conditions set forth herein, and
such other duties as the Company may from time to time determine necessary, the
Employee shall receive a commission in an amount to be determined pursuant to the
Schedule(s) of Commissions to be published periodically by the Company.
In the event that a commission is paid to the Employee pursuant to the terms of this
ARTICLE IV, and the Company, for whatever reason whatsoever, is thereafter
obligated to return the payments upon which the commission is determined, the
Employee shall, upon thirty (30) days written notice, repay to the Company such
compensation as he or she has received based on the amounts so returned or returnable.
Compensation payable pursuant to this ARTICLE IV shall be paid not less frequently
than monthly and may be offset by any amounts owed to the Company.
In the event the Company shall determine, in its sole discretion, that compensation
based on the Schedule of Commissions shall change, the Company shall provide
written notice to the Employee at least thirty (30) days prior to the said change. The
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Company agrees that it shall not change the commission schedule unless the said
changes are made for all sales employees of the Company.
Any amounts paid and any benefits provided to the Employee pursuant to this
agreement that are deemed to be compensation under the Internal Revenue Code shall
be subject to the applicable income tax withholding for federal, state and local income
taxes. In addition, the Company shall deduct from the compensation paid to the
Employee such other deductions as authorized by the Employee or by a court of
competent jurisdiction.
ARTICLE V: OTHER BENEFITS AND EXPENSES. The Employee shall be entitled
during the term of this agreement to participate in all health-insurance and benefit
plans, group insurance or other plan or plans providing benefits generally applicable to
the employees of the Company who are currently in existence or those who hereafter
may be adopted by the Company.
Once the Employee shall be deemed a "successful salesperson," said determination to
be at the sole discretion of the Company as applied to all salespeople, the Employee
may draw for expenses up to ___________________________ (Amount) ($_______)
per month, the said draw amount being subject to change as long as the said change
applies to all "successful salespeople" at the sole discretion of the Company. The
Employee shall submit evidence of the said expenses on no less than a monthly basis
with the difference between the monthly draw and the actual verified expenses being
returned to the Company within thirty (30) days of notice.
ARTICLE VI: PRICES AND SERVICE. The Employee shall sell the Company's
___________________ at the price and under the terms and conditions established by
the Company. Said prices, terms and conditions may, from time to time, be changed
and/or modified by the Company at its sole discretion. The Employee shall not at any
time enter into any contract with any person, firm or corporation that shall purport to
bind the Company in any manner whatsoever without written authority from the
Company and any such contract entered into by such Employee shall not be binding
upon the Company. The Company specifically reserves the right to reject any
application or contract or to cancel any application or contract or part thereof even after
acceptance, for credit reasons or for any other reason whatsoever that the Company
deems appropriate.
ARTICLE VII: TERMINATION. In the event of the death of the Employee, the
Company shall pay to the representative of the Employee's estate all funds due to the
Employee as of the date of death. In the event that the Employee becomes disabled
because of physical or mental disability as to be unable to perform the services required
by this agreement and such disability continues for ___________ (____) days, the
Company may, at or after the expiration of such ____________ (____)-day period and
provided that the Employee's incapacity is then continuing, terminate the Employee's
employment under this agreement. It is expressly understood that the inability of the
Employee to render services to the Company by reason of illness, disability or
incapacity or any cause beyond his or her control shall not constitute a failure by the
Employee to perform his or her obligations hereunder and shall not be considered a
breach or default under this agreement.
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In the event that the Employee violates any of the provisions of this agreement,
performs any act, or does anything by which the Company shall incur liability, then, at
the option of the Company, this contract shall at once cease and the Company shall be
under no obligation to the Employee, except to pay the Employee for services
performed up to the date of termination of this agreement as herein provided.
In the event that the Employee violates any of the provisions of this agreement or fails
to perform the services required of the Employee by this agreement, then at the option
of the Company, this agreement shall at once cease and become null and void and the
Company shall be under no obligation to said Employee, except to pay the Employee
such compensation as he or she may be entitled to receive up to the time of such
termination.
In the event that the Employee becomes insolvent and is unable to pay his or her debts
in full, files a petition in bankruptcy, or is adjudicated a bankrupt, this agreement shall
at once cease and become null and void, and the Company shall be under no obligation
to the Employee, except to pay the Employee such compensation as he or she may be
entitled to receive up to the time of such termination.
In the event that the Employee should be arrested, be the subject of an indictment, or
charged with any crime or unlawful act involving an allegation or charge of a breach of
moral turpitude or the sale or use of a prohibited drug or controlled substance, this
contract shall at once cease and become null and void, and the Company shall be under
no obligation to the Employee, except to pay the Employee such compensation as he or
she may be entitled to receive up to the time of such termination.
In the event that the Employee should be found to have taken, used, or converted any
property belonging to the Company, the Employee shall be immediately discharged and
this contract shall, at once, cease and become null and void, and the Company shall be
under no obligation to the Employee, except to pay the Employee such compensation as
he or she may be entitled to receive up to the time of such termination.
Any payments due the Employee pursuant to termination shall be paid to the Employee
as soon as the Company can determine the true and correct amount for all payments
due the Employee. In the event that said termination is due to the misconduct of the
Employee, pertaining to any of the terms hereunder, the Company shall have the right
to withhold all money due the Employee, and shall apply said funds as an offset against
any money due the Company by the Employee as a result of the Employee's
misconduct. In any event, the Employee shall be entitled to an accounting, in writing,
of the funds so withheld.
ARTICLE VIII: CONFIDENTIAL INFORMATION. "Confidential Information"
shall be defined for the purpose of this agreement as information (1) disclosed to the
Employee or known or gathered by the Employee as a consequence of or through his or
her employment by the Company and (2) not generally known to the industry in which
the Company is or may become engaged about the Company's products, administrative
services or methods of doing business, including, but not limited to, information
relating to trade secrets, marketing techniques and programs, dates, figures, projections,
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costs, methods of operation, identity of plans or administrative services, estimates,
customer lists, customer history, personnel history, financial statements, accounting
procedures and selling techniques.
That the Employee will not during his or her employment or after termination thereof,
irrespective of the time, manner or cause of the termination of said employment,
directly or indirectly disclose to any person, firm or corporation any of the above
Confidential Information that he or she shall have acquired during his or her term of
employment.
The Employee agrees that he or she will not, during his or her employment by the
Company, or at any time thereafter, interfere with or disrupt, or attempt to interfere
with or disrupt, any business relationship, contractual or otherwise, between the
Company and any other party, including clients or prospective clients, suppliers,
agents, or the employees of the Company.
The Employee acknowledges that all documents, words, files, customer lists,
information and data in his or her possession or custody, whether gathered by the
Employee or any other person, and whether or not reduced to writing, an electronic or
magnetic medium, relating to the business activities of the Company are and shall
remain the sole and exclusive property of the Company and/or the Company's
customers.
That upon the termination of said employment, irrespective of the time, manner or
cause of said termination, the Employee will surrender to the Company all information
written or otherwise in connection with the Company's customers or business as well as
other property of the Company.
ARTICLE IX: NONCOMPETITION PROVISION. In further consideration of
employment, the Employee shall not engage in a business in any manner similar to, or
in competition with, the Company's or the Company's affiliated businesses during the
term of his or her employment. Furthermore, the Employee shall not engage in a
business in any manner similar to or in competition with the Company's business for a
period of _________ (___) years from the date of termination of his or her employment
with the Company in the geographical area within a ____________ (____) mile radius
of any present or future office opened by the Company during the term of employment
and the geographical area within a _________ (____) mile radius of the Employee's
home address.
The Employee shall not request any customers of any business then being conducted or
contemplated by the Company, or its affiliates, to curtail or cancel their business with
the Company or its affiliates.
The Employee shall not disclose to any person, firm, or corporation, any trade,
technical or technological secrets, any details of organizations or business affairs, any
names of past or present customers of the Company or its affiliates or any other
information relating to the business or businesses or their affiliates.
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The Employee shall not solicit, canvass, or accept any business or transaction for any
other person, firm, or corporation or business similar to any business of the Company
or its affiliates.
The Employee shall not induce, or attempt to influence, any employee of the business
or its affiliates to terminate employment with the business or its affiliates, or to enter
into any employment or other business relationship with any other person (including
the Employee), firm or corporation.
The Employee shall not act or conduct himself or herself in any manner that he or she
shall have reason to believe is inimical or contrary to the best interests of the Company
or its affiliates.
The Employee shall not perform any act in violation hereof through any other person or
entity or through any plan, scheme, or design calculated to circumvent the requirements
hereof.
The Employee acknowledges and agrees that the above restriction is reasonable as to
duration and geography, that it is fully enforceable. Furthermore said Employee waives
any objection thereto, and covenants not to institute any suit or proceeding, or
otherwise advance any position or contention to the contrary.
The Employee recognizes that immediate and irreparable damage will result to the
Company if the Employee breaches any of the terms and conditions of this article.
Accordingly, the Employee hereby consents to the entry of temporary, preliminary, and
permanent injunctive relief by any court of competent jurisdiction against him or her to
restrain any such breach, in addition to any other remedies or claims for money
damages that the Company may seek. The Employee further agrees to render an
equitable accounting of all earnings, profits and other benefits arising from such
violations, and to pay all costs and counsel fees incurred by the Company in enforcing
this agreement, whose rights shall be cumulative. The Employee represents and
warrants to the Company that his or her experience and capabilities are such that he or
she can obtain employment in a business without breaching the terms and conditions of
this article, and that his or her obligations under the provisions of this article (and the
enforcement thereof by injunction or otherwise) will not prevent him or her from
earning a livelihood.
This covenant on the part of the Employee shall be construed as independent of any
other provisions of this agreement, and the existence of any claim or cause of action by
the Employee against the Company, whether predicated on this agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of this covenant.
In the event that the Employee is in breach of any of the provisions of this Article IX,
the period of proscription from doing the act or acts that constitute a breach of this
Article IX shall be extended for a period of two (2) years from the date that the
Employee ceased, whether voluntarily or by court order, to engage in or do said
actions.
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The Employee recognizes and agrees that the Company does not have a remedy at law
adequate to protect the Company's rights and interests as set forth in this article, and the
Employee therefore agrees that the Company shall have the right to an injunction
enjoining the Employee from violating the provisions of this article. Nothing herein
contained shall be construed as prohibiting the Company from pursuing any other
remedies available to the Company for such breach or threatened breach, including the
recovery of damages from the Employee.
If any action at law or equity is necessary to enforce or interpret the terms of this
agreement, the Employee agrees to pay the Company reasonable attorney fees, costs,
and necessary disbursements, in addition to any other relief and/or damages to which
the Company may be entitled.
In the event that a court of competent jurisdiction determines that this restrictive
covenant and covenant not to compete is unenforceable in whole or in part for any
reason, including, without limitation, the duration, scope and remedies set forth above,
then same shall not be void, but rather shall be enforced to the extent that same is
deemed to be enforceable by said court, as if originally executed in that form by the
parties hereto.
ARTICLE X: MISCELLANEOUS. Service of all notice under this agreement shall be
sufficient if made by registered mail to the specific party involved herein at his or her
respective address hereinafter set forth or as such party may provide from time to time
in writing:
For the Company: _______________________
For the Employee: _______________________
This agreement constitutes the entire agreement between the parties hereto and
supersedes all prior negotiations, understandings, and agreements, whether oral or
written, of any nature whatsoever, with respect to the term of employment that is the
subject matter hereof, and there are no representations, warranties, understandings or
agreements other than those expressly set forth herein between the Company and the
Employee. This agreement cannot be changed, modified, or terminated unless, if in
writing, and signed by the parties hereto. The validity, interpretation, construction and
enforcement of this agreement shall be governed by the laws of the State of
________________________.
The Company shall have the right, but not the obligation, to assign this agreement and
the Company's rights hereunder in whole, but not in part, to any corporation or other
entity with which the Company may merge or consolidate, or to which the Company
may transfer all, or substantially all, of its assets provided such corporation or other
entity assumes all of the Company's obligations hereunder.
The Employee understands and acknowledges that his or her employment contract is a
contract for the personal services of the Employee and cannot be assigned.
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This contract is for the personal services of the Employee and shall cease and desist and
be considered null and void upon the termination of the contract under any of the
provisions hereto.
The invalidity or unenforceability of any particular provision of this agreement shall
not affect the other provisions hereto and the agreement shall be construed in all
respects as though such invalid or unenforceable provision were omitted.
Any legal action undertaken by the Employee pursuant to any of the terms or
conditions or the interpretation hereof shall be commenced within six (6) months of
said termination. The Employee agrees hereby that after a term of six (6) months has
expired, no legal action against the Company may be brought in any court regarding
any term or condition of this agreement.
IN WITNESS WHEREOF, the parties hereto acknowledge, understand and agree to
this Employment Agreement. The parties understand and intend to be bound by all of
the clauses contained in this document and further certify that they have received
signed copies of this agreement.
_______________________________
Company President
_____________________________
Employee
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HUSBAND AND WIFE-TERMINATION BY DIVORCE
TOP
As a legally binding addendum and amendment to our Operating Agreement for
______________________________________________________ (Name of LLC),
dated ________________, we, ________________________________ and
____________________________________ (Names), submit the following:
This Agreement is effective and shall continue until such time as the husband and wife
are separated or divorced by law. In the event the members are separated or divorced,
this Agreement will be terminated, and any and all assets will be divided equally, and
any rights to property will also be divided equally.
___________________________
____________________
Member
Date
___________________________
____________________
Member
Date
___________________________
____________________
Witness
Date
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NOTICE TO CORRECT CREDIT
TOP
Date:________________________________________
To:__________________________________________
Dear_________________________________________
A review of my credit report discloses the following adverse credit information:
This information is erroneous or incomplete in the following respects:
In accordance with the provisions of the Fair Credit Reporting Act, I request that this letter be made a part of my credit
file and thereupon disseminated with any request on me. I further request that this be investigated further with the
named creditor, and that unless substantiated, then said entry be deleted.
Sincerely,
____________________________________
Name
____________________________________
Address
____________________________________
____________________________________
Social Security Number
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GENERAL AFFIDAVIT
TOP
State of Alabama
County of ________________
BEFORE ME, the undersigned Notary, ___________________________________________________
[name of Notary before whom affidavit is sworn], on this _________________ [day of month] day of
_________________ [month], 20____, personally appeared
___________________________________________________ [name of affiant], known to me to be a
credible person and of lawful age, who being by me first duly sworn, on ________ [his or her] oath, deposes
and says:
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
[set forth affiant's statement of facts]
__________________________________
[signature of affiant]
__________________________________
[typed name of affiant]
__________________________________
[address of affiant, line 1]
__________________________________
[address of affiant, line 2]
Subscribed and sworn to before me, this _________________ [day of month] day of _________________
[month], 20____.
[Notary Seal:]
__________________________________
[signature of Notary]
__________________________________
[typed name of Notary]
NOTARY PUBLIC
My commission expires: ________________, 20____.
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POLYGRAPH CONSENT
TOP
Name: _________________________________________________________
Date of Polygraph Examination: ______________________________________
I voluntarily agree to a polygraph examination on the above date.
A company representative has advised me of the following:
(1) I am guaranteed by the law the right not to take this examination as a condition of employment or continued
employment.
(2) I have not been coerced in any way into either taking this test or signing this consent agreement. This act is entirely
voluntary on my part.
(3) I have retained a copy of this agreement for my records.
Signature_________________________________ Date______________________
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BALLOON NOTE
TOP
FOR VALUE RECEIVED, the undersigned promise to pay to the order of _______________________ the sum of
_______________________________ Dollars ($______), with annual interest of _________% on any unpaid balance.
This note shall be paid in ________consecutive and equal installments of $______ each with a first payment one _____
from the date hereof, and the same amount on the same day of each _______ thereafter, provided the entire principal
balance and any accrued but unpaid interest shall be fully paid on or before________________, 20____. This note may
be prepaid without penalty. All payments shall be first applied to interest and the balance to principal.
This note shall be due and payable upon demand of any holder hereof should the undersigned default in any payment
beyond _____ days of its due date. All parties to this note waive presentment, demand and protest, and all notices
thereto. In the event of default, the undersigned agree to pay all costs of collection and reasonable attorney's fees. The
undersigned shall be jointly and severally liable under this note.
Signed this _____day of __________, 20_____.
Signed in the presence of:
______________________________
Witness Signature
______________________________
Maker Signature
______________________________
Witness
______________________________
Maker
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RECEIPT
TOP
BE IT KNOWN, that the undersigned hereby acknowledges receipt of the sum of
$______________ paid by ____________________________________, which payment
constitutes ______________ [indicate full or partial] payment of the below described obligation:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
If this is in partial payment of said obligation, the remaining unpaid balance on this date is
$_____________.
Signed this_____ day of __________________, 20____.
Witnessed:
_______________________________
Witness
_______________________________
Obligor
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Original English script:
TOP
Formation of the Company
The parties hereto agreed to form a Kuwaiti closed shareholding company
according to the provisions of Kuwait commercial companies law, the following
memorandum of association and attached articles of association.
Name of the company
The name of company shall be “Company Name K.S.C”.
Notwithstanding the provisions of these articles, the company will at all times
comply with Kuwait commercial companies law and with any circulars, rules and
regulations issued thereunder from time to time. In particular, The company will
comply with and here to the rules and regulations of issued by Ministry of
Finance from time to time relating to the specific type of licence which it holds
from the Ministry, as well as any particular directives and regulations imposed on
the company by the Ministry. Subject to all the above, the company may carry
out the following activities:
To create and manage an investment fund under the name “name of the Fund”,
inter into an instrument for the creation and issue of participating investment units
and execute agreements as may be necessary or desirable to attain such
objectives.
To do all such acts and things as the company may deem conducive to the
attainment of any of the foregoing objects of the company.
Duration of the company
The fixed duration of the company is 10 calendar years commencing from the
date of registration of the company at Commercial Registry and publication of its
memorandum of association in the official gazette. This duration may be
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‫‪extended by a resolution to be adopted by an extraordinary meeting if the‬‬
‫‪general assembly with the approval of the minister of Commerce & Industry.‬‬
‫‪Capital of the company‬‬
‫‪The authorized capital of the company shall be KD (amount).‬‬
‫)‪The issued and paid up capital shall be KD (amount) divided into (no. of shares‬‬
‫‪shares with a nominal value of (amount) fils each.‬‬
‫‪Subscribed shares‬‬
‫‪The undersigned promoters have subscribed to the issued capital for (no. of‬‬
‫‪shares) ordinary shares of a nominal value (amount) fils each.‬‬
‫مالحظة‪ :‬النص اإلنجليزي األصلي قبل الترجمة العربية‬
‫‪translation Note: Original English script follows Arabic‬‬
‫الترجمة‪:‬‬
‫تأسيس الشركة‬
‫اتفق األطراف على تأسيس شركة مساهمة كويتية وفقا ألحكام قانون الشركات التجارية الكويتي‪ ،‬وأحكام عقد‬
‫التأسيس التالية هذا والنظام األساسي المرفق‬
‫اسم الشركة‬
‫يكون اسم الشركة "اسم الشركة ش م ك"‬
‫بغض النظر عن أحكام هذه المواد‪ ،‬تتقيد الشركة في جميع األوقات بأحكام قانون الشركات التجارية الكويتي وأية‬
‫تعميمات أو لوائح أو نظم تصدر بموجب القانون المذكور من وقت آخر‪ ،‬وعلى وجه الخصوص‪ ،‬تتقيد الشركة‬
‫وتلتزم باللوائح والنظم الصادرة عن وزارة المالية من وقت آلخر فيما يتعلق بالنوع المحدد للترخيص الصادر لها‬
‫من الوزارة‪ ،‬باإلضافة إلى أية توجيهات أو نظم يتم فرضها على الشركة من قبل الوزارة ومع مراعاة ما ورد أعاله‬
‫يجوز للشركة مزاولة األنشطة التالية‪:‬‬
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‫تأسيس وإدارة صندوق استثماري تحت اسم (اسم الصندوق)‪ ،‬وتوقيع المستند الالزم لتأسيس وإصدار الوحدات‬
‫االستثمارية المشاركة‪ ،‬وتوقيع كافة االتفاقيات التي تكون الزمة أو مطلوبة لتحقيق هذه األغراض‬
‫القيام بجميع األعمال واألشياء واليت تعتبرها الشركة مساعدة على تحقيق األغراض المذكورة أعاله‬
‫مدة الشركة‬
‫تكون مدة الشركة ‪ 10‬أعوام ميالدية تبدأ من تاريخ تسجيل الشركة لدى السجل التجاري‪ ،‬ونشر قرار تأسيسها في‬
‫الجريدة الرسمية ويجوز تمديد هذه المدة بقرار من الجمعية العامة غير العادية للشركة بعد موافقة وزير التجارة‬
‫والصناعة‬
‫رأسمال الشركة‬
‫يكون رأس المال المصرح به للشركة (المبلغ) دينار كويتي‬
‫يكون رأسمال الشركة المصدر والمدفوع (المبلغ) دينار كويتي مقسم إلى (عدد األسهم) سهم بقيمة اسمية قدرها‬
‫(المبلغ) فلس للسهم‬
‫األسهم المكتتب بها‬
‫اكتتب المؤسسون الموقعون أدناه برأس المال المصدر للشركة وقدره (عدد األسهم) سهم من األسهم العادية قيمة كل‬
‫منها (المبلغ) فلس‬
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TOP
Auditor's Report
Independent Auditor’s Report to the Shareholders of XXX Company K.S.C (closed)
Report on the Financial Statements
We have audited the accompanying financial statements of XXX Company K.S.C (closed) (“The Company”)
which comprise of the balance sheet at 31 December 2008, and the related statements of income, changes
in equity and cash flows for the year then ended, and a summary of significant accounting policies and other
explanatory notes.
Management’s responsibility for the financial statements
The Company’s management is responsible for the preparation and fair presentation of these financial
statements in accordance with International Financial Reporting Standards. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of
financial statements that are free from material misstatement, whether due to fraud or error; selecting and
applying appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with the International Standards on Auditing. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
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‫‪In our opinion, the financial statements present fairly, in all material respects, the financial position of the‬‬
‫‪company as of 31 December 2008, and of its financial performance and its cash flows for the year ended in‬‬
‫‪accordance with International Financial Reporting Standards.‬‬
‫‪Report on other legal and regulatory requirements‬‬
‫‪Furthermore, in our opinion proper books of account have been kept by the Company, the inventory was‬‬
‫’‪duly carried out and the financial statements, together with the infor mation given in the board of directors‬‬
‫‪report agree with the books of account. We further report that we obtained all the information and‬‬
‫‪explanations that we required for the purpose of our audit and that the financial statements include the‬‬
‫‪information required by the Commercial Companies Law of 1960, as amended, and by the Company’s‬‬
‫‪articles of association. We have not become aware of any contravention, during the year ended 31‬‬
‫‪December 2008, of the Commercial Companies Law of 1960, as amended, nor of the Company’s articles of‬‬
‫‪association, that would materially affect the Company’s activities or its financial position.‬‬
‫مالحظة‪ :‬النص اإلنجليزي األصلي يلي الترجمة العربية‬
‫‪Note: Original English script follows Arabic translation‬‬
‫الترجمة‪:‬‬
‫تقرير مراقب الحسابات المستقل إلى مساهمي شركة ‪ XXX‬ش‪.‬م‪.‬ك (مقفلة)‬
‫تقرير حول البيانات المالية‬
‫لقد دققنا البيانات المالية المرفقة لشركة ‪ XXX‬ش م ك (مقفلة) ("الشركة") والتي تشمل الميزانية العمومية كما في ‪ 31‬ديسمبر ‪ 2008‬وبيانات الدخل‬
‫والتغيرات في حقوق الملكية والتدفقات النقدية للسنة المنتهية بذلك التاريخ وملخص السياسات المحاسبية المهمة واإليضاحات التفصيلية األخرى‬
‫مسئولية اإلدارة عن البيانات المالية‬
‫إن إدارة الشركة هي المسئولة عن إعداد هذه البيانات المالية وكذلك العرض العادل لها وفقا للمعايير الدولية للتقارير المالية تتضمن هذه المسئولية إجراء‬
‫التصميم والتطبيق وكذلك الحفاظ على الرقابة الداخلية المتعلقة باإلعداد والعرض العادل للبيانات المالية التي تخلو من األخطاء المادية الناتجة إما عن‬
‫االحتيال أو الخطأ وكذلك اختيار وتطبيق السياسات المحاسبية المناسبة وإجراء التقديرات المحاسبية المعقولة وفقا للظروف‬
‫مسئولية مراقب الحسابات‬
‫إن مسئوليتنا هي إبداء الرأي في هذه البيانات المالية بناء على تدقيقنا لقد قمنا بالتدقيق وفقا لمعايير التدقيق الدولية وتتطلب تلك المعايير أن نمتثل‬
‫للمتطلبات األخالقية وإجراء التخطيط وأداء التدقيق للحصول على تأكيد معقول بأن البيانات المالية خالية من األخطاء المادية‬
‫يتضمن التدقيق القيام بإجراءات للحصول على دليل تدقيق حول المبالغ واإلفصاحات في البيانات المالية إن إجراءات التدقيق المختارة تعتمد على رأي‬
‫مراقب الحسابات وتتضمن تقييم وجود مخاطر األخطاء المادية في البيانات المالية سواء كان ذلك ناتجا ً عن االحتيال أو الخطأ وعند إجراء ذلك التقييم‬
‫للمخاطر يأخذ مراقبو الحسابات في االعتبار الرقاب ة الداخلية المتعلقة باإلعداد والعرض العادل من قبل الشركة للبيانات المالية وذلك لتصميم إجراءات‬
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‫التدقيق المالئمة للظروف ولكن ليس بهدف إبداء رأي حول فعالية الرقابة الداخلية للشركة يتضمن التدقيق أيضا تقييم مدى مالئمة السياسات المحاسبية‬
‫المستخدمة ومعقولية التق ديرات المحاسبية التي أجريت من قبل اإلدارة وكذلك تقييم عرض البيانات المالية ككل‬
‫باعتقادنا أن أدلة التدقيق التي حصلنا عليها كافية ومناسبة لتوفير أساس معقول يمكننا من إبداء رأينا حول التدقيق‬
‫الرأي‬
‫برأينا أن البيانات المالية تعبر بصورة عادلة‪ ،‬من جميع النواحي المادية‪ ،‬عن المركز المالي للشركة كما في ‪ 31‬ديسمبر ‪ 2008‬وعن أدائها المالي‬
‫وتدفقاتها النقدية للسنة المنتهية بذلك التاريخ وفقا للمعايير الدولية للتقارير المالية‬
‫تقرير حول المتطلبات القانونية واألمور التنظيمية األخرى‬
‫برأينا‪ ،‬أن الشركة تمسك سجالت محاسبية م نتظمة‪ ،‬وأن الجرد قد أجري وفقا لألصول المرعية‪ ،‬وأن البيانات المالية والمعلومات الواردة في تقرير مجلس‬
‫اإلدارة متفقة مع الدفاتر المحاسبية برأينا كذلك أننا حصلنا على المعلومات واإليضاحات التي رأيناها ضرورية ألغراض التدقيق وأن البيانات المالية‬
‫تتضمن المعلومات التي يتطلبها قانون الشركات التجارية الكويتي لعام ‪ 1960‬وتعديالته الالحقة‪ ،‬وعقد تأسيس الشركة ولم يرد لعلمنا ما يشير إلى حدوث‬
‫مخالفات خالل السنة المنتهية في ‪ 31‬ديسمبر ‪ 2008‬ألحكام قانون الشركات التجارية الكويتي لعام ‪ 1960‬وتعديالته أو عقد التأسيس للشركة على وجه‬
‫يؤثر ماديا في نشاط الشركة أو في مركزها المالي‬
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References
- My own templates…
- http://www.freelegalforms.net/FreeLegalForms.cfm?criteria=custody
- http://www.ilrg.com/forms
- http://www.getfreelegalforms.com/archives/
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