CONTRACT OF SALE. Pursuant to Rule 1.17(d)

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Lenard Shepherd
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1 CONTRACT OF SALE Pursuant to Rule 1.17(d) This CONTRACT is made this day of [month], [year] by and between [name] Buyer of [city], Ohio and [name] Seller of [city], Ohio. WHEREAS, both Buyer and Seller are attorneys duly licensed to practice in the State of Ohio. Seller has an established law practice with offices located at [address]. Seller desires to sell, and Buyer desires to buy, Seller s practice identified in and on the terms and conditions for the consideration set forth in this CONTRACT. THEREFORE, in consideration of the mutual promises and conditions contained in this contract, the parties agree as follows: 1. Buyer agrees that in accord with Ohio Rules of Professional Conduct, Rule 1.17(d)(1-3) (a) he is purchasing the law practice of the Seller in good faith and with the intention of delivering legal services to clients of the Seller so acquired and others in need of legal services; (b) he will honor any fee agreements currently in existence between Seller and existing clients but reserves the right to negotiate fees with clients of Seller for legal representation commenced after the date of sale; and (c) he reserves the right to negotiate for reasonable limitations on the ability of the seller to reenter the practice of law as further defined under terms and conditions of this CONTRACT. Buyer shall purchase from Seller and Seller shall sell to Buyer on the terms and conditions set forth in this CONTRACT the following: a. The furniture, fixtures, equipment and library of Seller s practice as listed on the attached inventory (Exhibit A); b. The files and records pertaining to clients of Seller transferred with the consent of the clients as obtained pursuant to Rule of the Ohio Rules of Professional Conduct and the files, books, records, work papers, and other tangible assets of or pertaining to Seller s practice; these assets include the accounts receivable of Seller s practice as listed on the attached inventory (Exhibit B); c. The leasehold interest owned by Seller under the lease with [name of lessor], dated, for the premises in which the offices of Seller s practice are located; and d. All the trade, goodwill, and other intangible assets of Seller s practice. The total purchase price to be paid by Buyer to Seller for the property subject to this CONTRACT is $, allocated to the items of property in accordance with the attached schedule (Exhibit B).

2 The total purchase price shall be paid by Buyer to Seller as follows: the sum of $ on execution of this CONTRACT, receipt of which is acknowledged by Seller, and the balance on execution and delivery to Buyer of the instruments described in Paragraph 4 of this CONTRACT and control of Seller s practice. The purchase and sale described in this CONTRACT shall be consummated at [time] on [date], at the office of [name] Attorney at Law, [address], at which time and place, on payment to Seller of the balance of the purchase price, Seller shall deliver to Buyer; a. A bill of sale, duly executed by Seller, conveying all property as described by this CONTRACT to Buyer; b. An assignment of lease duly executed by Seller and acknowledged before a notary public assigning to Buyer all Seller s interest under the lease between Seller as Lessee and [name of lessor] as Lessor, dated, for the premises in which the offices of Seller s practice are located; c. A consent to assignment of lease duly executed by [name of lessor] and acknowledged before a notary public, that consents to the assignment to Buyer of Seller s interest in the lease dated, for the premises in which the offices of Seller s practice are located; and d. All other instruments as may be reasonably necessary or convenient to the operation of Seller s practice by Buyer. As additional consideration for the purchase and sale described in this CONTRACT, Buyer shall, in addition to the total purchase price specified in Paragraph 3 of this CONTRACT, assume and pay as they become due, the amounts remaining unpaid on the obligations and accounts incurred by Seller in establishing and maintaining the law library for the practice, for the purchase and subscription to books. Buyer shall execute and delivery to each book company or other creditor to whom an obligation is owed, the instruments the creditor may require to effect the assumption by Buyer of the described obligation or account. Seller warrants that none of the obligations or accounts described in this Paragraph are in default and that each has the remaining unpaid balance for it on the attached schedule (Exhibit C). In connection with the sale by Seller to Buyer of the goodwill of Seller s practice, Seller agrees that Seller shall not, either directly or indirectly, carry on or engage in the private practice of law defined to include recognized practice areas of [specify practice type] in County, Ohio and all adjacent counties for a period of years from the date of this CONTRACT. Seller warrants that attached to this CONTRACT (Exhibit D) is a true and complete list of all persons employed by Seller in Seller s practice setting forth their names, Social Security numbers, positions, and salaries; the collective bargaining agreement, if any, covering each such employee; and the amount of contributions accruing to union welfare and pension funds, Christmas bonus funds, and vacation funds for each such employee.

3 Seller warrants that attached to this CONTRACT (Exhibit E) is a true and complete list of all service and other contracts pertaining to Seller s practice on which Seller is obligated, setting forth the names of the parties to each contract; the services rendered or to be rendered under each contract; the compensation payable by Seller under each contract; and the term and expiration date of each contract. Work in progress as used in this Paragraph means any matter, case, or other activity requiring the rendition of legal services that was commenced by Seller prior to the date of this CONTRACT and that has not been completed by Seller by the date specified in Paragraph 4 of this CONTRACT for consummation of the purchase and sale described in this CONTRACT. All work in progress of Seller s practice shall remain the property and responsibility of Seller and shall be completed by Seller, provided, however, that Seller may, with the consent of the particular client involved, assign any work in progress to Buyer for completion by Buyer and be relieved by Buyer of all responsibility for its proper and satisfactory completion. Should Seller, with the consent of the particular client involved, assign any work in progress to Buyer for completion by Buyer, the fee or charge made to the client in completion of the work in progress shall be set by and be divided between Buyer and Seller by agreement between them. Should the particular client involved refuse to consent to the assignment to Buyer for completion by Buyer of any work in progress, Seller may assign the work in progress to any other qualified person acceptable to the client or complete it himself or herself. Any matter, case, or other activity requiring the rendition of professional services undertaken by Seller as part of Seller s practice between the date of this CONTRACT and the date specified in Paragraph 4 of this CONTRACT shall be undertaken by Seller only with the consent of Buyer and the understanding on the part of the client involved that, unless it is completed by the date specified in Paragraph 4 of this CONTRACT, the matter, case, or activity will be handled after that date and completed by Buyer, Buyer shall, after the date specified in Paragraph 4 of this CONTRACT, handle and conclude all matters, cases, or activities undertaken pursuant to this Paragraph by Seller, as part of Seller s practice between the date of this CONTRACT and the date specified in Paragraph 4 of this CONTRACT, in a careful and competent manner. The following items shall be prorated between Buyer and Seller, each paying to the other on the date specified in Paragraph 4 of this CONTRACT, his or her share of the amounts paid or to be paid by the other to a third party, on the basis of thirty-day months as of 12:01 a.m. on the date specified in Paragraph 4 of this CONTRACT: a. All personal property taxes levied or assessed against any of the property described in this CONTRACT for the current tax year based on the amount shown on the latest available tax bill for each item of the property. b. The rent payable for occupancy of the premises in which the offices of Seller s practice are located. c. Salaries of the employees of Seller s practice as shown on the attached schedule of employee contracts (Exhibit D).

4 d. All social security taxes and all contributions to union welfare and pension funds, Christmas bonus funds, or vacation funds accruing because of the employment in Seller s practice of any of the employees listed on the attached schedule of employee contracts (Exhibit D). e. Charges accruing on any service or other contracts shown on the attached schedule of service contracts (Exhibit E) that Buyer wishes to continue in force and effect. Except as otherwise expressly provided in this CONTRACT, Seller shall indemnify and hold Buyer and the property of Buyer, including the property described in this CONTRACT, free and harmless from any and all claims, losses, damages, injuries, and liabilities arising from or on account of Seller s operation of Seller s practice or Seller s ownership of any of the property described in this CONTRACT. Buyer agrees with and represents to Seller that Seller s practice, the property described in this CONTRACT, and the books of account for Seller s practice, have been inspected by Buyer and that the property and practice described in this CONTRACT are being purchased by BUYER as a result of that inspection and not as a result of any representations made to Buyer by Seller or by any agent of Seller that are not incorporated in this CONTRACT. Except as provided in Paragraphs 10 and 11 of this CONTRACT, Buyer expressly waives any and all claims for damages or for rescission or cancellation of this CONTRACT because of any representations made by Seller or any agent of Seller other than the representations contained in this CONTRACT. Buyer shall indemnify and hold Seller and the property of Seller, including any interest given Seller as security for payment of any portion of the purchase price specified in this CONTRACT, free and harmless from any and all claims, losses, damages, injuries and liabilities arising from or in connection with the operation of Seller s practice or the ownership, control, or management of any assets or property described in this CONTRACT after the consummation of the purchase and sale described in this CONTRACT. This CONTACT constitutes the sole and only agreement between Buyer and Seller respecting Seller s practice and property or the sale and purchase described in this CONTRACT and correctly sets forth the obligations of Buyer and Seller to each other as of its date. Any agreements or representations respecting the property or its sale to Buyer not expressly set forth in this CONTRACT are null and void. Any controversy or claim arising out of or relating to this contract, or the breach thereof, will be settled by arbitration in accordance with ORC , et seq., the commercial arbitration rules of the American Arbitration Association, or any other recognized commercial arbitration process, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. This CONTRACT shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties. The law of Ohio shall apply to this CONTRACT and where applicable the Ohio Rules of Professional Conduct.

5 Executed at [city], Ohio on the day and year first above written SELLER [typed name] [signature] BUYER [typed name] [signature] Exhibits: A Inventory furniture, fixtures, equipment, library, accounts receivable B Files, records, client files C Obligations and Accounts Payable D Employee List and information E Service Contracts

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

AGREEMENT FOR PURCHASE AND SALE OF ASSETS This Agreement for Purchase and Sale of Assets (the Agreement ) is made December, 2014 (last date of person signing below) by and between Port Townsend Hospitality,