Showing posts with label Business Agreements. Show all posts
Showing posts with label Business Agreements. Show all posts

Saturday, May 22, 2010

Waiver of Claim of Breach | Free Sample Printable Blank Legal Forms

Waiver of Claim of Breach


________________, referred to as BUYER, herewith waives any cause of action or claim which I may have because of the breach committed on or about _________________ by ________________. of the contract between us dated _______________, generally related to:
____________________________________________________________

BUYER does not renounce any claim for any other breach that may be hereafter committed and reserve my rights to the following:
___________________________________________________________


_____________________________
BUYER


_____________________________
SELLER


Waiver of Claim of Breach | Free Sample Printable Blank Legal Forms

Friday, May 21, 2010

Vessel Brokerage | Free Sample Printable Blank Legal Forms

Vessel Brokerage

____________, referred to as OWNER, and __________, referred to as BROKER, agree:

OWNER herewith grants to the BROKER the exclusive right to sell the vessel ________________, for a period of ___________ days. The vessel shall include the following options, marine electronics and accessories:
_____________________________ in good, seaworthy, operating condition. A complete description of the vessel is attached hereto as Exhibit 1.

OWNER shall maintain the vessel, marine electronics and accessories in seaworthy condition. BROKER shall have no responsibility for maintenance.

OWNER agrees to permit the BROKER the right to demonstrate the vessel to potential purchasers. BROKER shall be responsible for fuel and crew necessary for demonstration, provided, however, that available on board fuel may be used by the BROKER without obligation to replace or pay for the fuel used. OWNER agrees to maintain insurance on the vessel for customary perils and in the amounts customarily maintained on the vessel. Such coverage shall be primary and BROKER shall be considered as an insured. OWNER agrees, upon request of the BROKER to provide copies of policies or other proof of coverage.

The minimum sales price shall be $________ (__________________________ & _____/100 dollars).

BROKER shall receive a commission of _________% of the gross sales price, less any sales tax or transfer fees. BROKER shall be entitled to the commission in the event that the BROKER provides a ready, willing and able purchaser.

In the event that a purchaser of the vessel requests and pays for an independent marine survey by a qualified marine surveyor, and the survey reveals any structural or safety deficiencies, OWNER agrees to make due allowance, whether by performing remediation, or an allowance in the purchase price.

In the event that an offer is accepted from a potential purchaser and the purchaser does not close and any earnest money or deposit is forfeited, the OWNER and BROKER shall equally divide the forfeited funds.

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

Dated: ______________________


________________________________________
Owner

________________________________________
Broker


Vessel Brokerage | Free Sample Printable Blank Legal Forms

Thursday, May 20, 2010

Vehicle Rental | Free Sample Printable Blank Legal Forms

Vehicle Rental

___________________, referred to herein as “OWNER” and _____________________, referred to as “BORROWER,” agree:

___________________ is the owner of the following described motor vehicle:

Make of vehicle: ________________
Model: ________________________
Body style: _____________________
VIN: __________________________

OWNER herewith rents to BORROWER the motor vehicle described above, for a period of ____________________, for the purpose of _______________________________________. BORROWER agrees to return the same to OWNER in good condition, ordinary wear excepted.

BORROWER acknowledges an opportunity to review the personal property bailed, and ACCEPTS THE SAME “AS IS,” “WITH ALL FAULTS” and WITHOUT WARRANTY. BORROWER HAS ASCERTAINED THAT THE RENTED PROPERTY IS FIT FOR THE PURPOSE THAT BORROWER DESIRES TO USE THE RENTED PROPERTY.

The OWNER may terminate this rental prior to the expiration of the same, which is specified herein for cause, including but not limited to:

a. the intentional misuse or neglect of the bailed property;
b. the use of the bailed property in contravention of any statute or administrative regulation;
c. other objectively reasonable cause.

Said termination shall be effective immediately upon ___________________’s election to do so.

Borrower shall be responsible to carry all necessary insurance on the vehicle in question and provide such proof to Owner.

This is the entirety of the agreement. Any changes must be made in writing and signed by both parties.

Dated: ________________________________


_______________________________________________
Owner


______________________________________________
Borrower/Renter


Vehicle Rental | Free Sample Printable Blank Legal Forms

Wednesday, May 19, 2010

VALUE ADDED RESELLER AGREEMENT | Free Sample Printable Blank Legal Forms

VALUE ADDED RESELLER AGREEMENT

This Value Added Reseller Agreement ("Agreement") is made and effective this ___________ (Date), by and between ______________________________ ("VAR") and ("Developer").

Developer has developed certain software, which it markets directly to end-users and also markets through intermediaries such as VARs.

VAR is in the business of creating and adding value to existing software and technology products and remarketing the value-added products to end-users.

VAR desires to take a license in certain of Developer's products as identified on Exhibit A ("Products") attached, and to add value to same and remarket the value-added products, all pursuant to this Agreement.

Therefore the parties agree as follow:

1. Nonexclusive Appointment.

VAR is hereby appointed a nonexclusive value-added reseller of the Products for sale in the Territory as it appears in Exhibit B (“Territory”), pursuant to this Agreement. VAR accepts such appointment and agrees to serve as a value-added reseller of the Products to end users as provided herein. This Agreement is not exclusive to VAR, and Developer reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the Products and value added versions thereof anywhere in the world.

2. Price, Terms, and Discounts.

Prices, discounts, and other terms for the Products are set forth in Exhibit A. and are subject to change at any time, to take effect no sooner than the end of the Initial Term of this Agreement and following at least 30 Days prior written notice by Developer to VAR.

3. Product Changes Including Upgrades.

VAR acknowledges that customers generally desire and expect Product changes in VAR’s marketplace. Therefore, VAR encourages Developer to modify, alter, amend or delete from the Products at any time at its discretion. Any formal upgrades require at least 30 Days written notice from Developer to VAR. VAR agrees never to remove from the Products any copyright notice included in them.

4. Ordering, Delivery, and Shipment.

A. Purchases of Product pursuant to this Agreement shall be made by VAR using VAR's regular purchase order form; provided, however, additional, modified or conflicting terms and conditions on VAR's purchase order form shall not modify or amend this Agreement unless expressly agreed to in writing by Developer.

B. All orders must specify the Product or Products to be purchased; the appropriate purchase price; the requested ship date; and, if applicable, state the appropriate tax exemption certificate number, or include a blanket tax exemption certificate form for Developer’s files when examined by tax authorities.

C. Shipment of the Products purchased by VAR shall be made prepaid to the VAR. Developer shall have the right to make partial shipments, and each shipment shall be deemed a separate order and payment therefore shall become due in accordance with the terms of shipment. VAR shall take the license to the Products upon receipt and all risks of loss and expenses in connection with the Products shall thereafter be the responsibility of VAR; provided, however that Developer retains all applicable rights to the intellectual property contained in the Products as set forth in this Agreement.

D. Products ordered will be deemed accepted by VAR upon shipment by Developer. VAR shall have thirty (30) days after receipt of the Products at VAR's facilities ("Test Period"), but prior to reshipment of the Products to VAR's customers, to inspect and test the Products. If VAR discovers any defect in a Product and reports such defect in or within the Test Period, Developer will, at its option, either repair, replace or accept return of the Product or credit VAR for the applicable purchase price.


E. All purchase orders and amendments received by Developer after this date shall be part of this Agreement and are subject to acceptance by Developer. Payment shall be made by VAR within 30 days after the date of Developer's invoice. VARs shall be responsible to pay, or reimburse Developer, as appropriate, for any sales, use, excise or similar tax levied on the transactions hereunder, or any personal property tax attributable to the license granted VAR.

5. Changes and Cancellations.

VAR may cancel an order prior to shipment upon payment of a cancellation fee equal to 25% of the original order, and provided that Developer receives notice of the cancellation not more than 5 Days following the original order. Cancellation of any order after the last day for cancellation, or in the event that Developer has already shipped the Product, shall require VAR to pay in full. The parties agree that these charges are a reasonable method for determining Developer's expenses and damages arising out of cancellation or refusal to accept shipment.

6. License.

A. Developer grants and VAR accepts a limited, nonexclusive license to the Products as provided in this Agreement. The license granted herein shall permit VAR to combine or include the Products with VAR's other software or hardware for the purpose of adding to or increasing the value, functionality or utility of such software or hardware for VAR's end user customers. VAR shall not be permitted to use the Products for its internal business. VAR may not copy any of the Products or distribute or transfer the Products except as provided herein.

B. Developer hereby grants VAR a limited, nonexclusive license to grant sublicenses of the Product to VAR's end user customers in the normal course of business. Any sublicense of the product by VAR shall be pursuant to a written license agreement, approved in advance by Developer as to form and substance that shall include at least the following:

(i) VAR's sub licensee shall have no right to copy, modify, reproduce, publish or convey any part of any Product.

(ii) VAR's sub licensee shall acquire no ownership in the Product.

(iii) VAR's sub licensee shall look solely to VAR in the event of any defect, damage or inoperability of the product or part thereof.

C. If VAR's sub licensee fails to perform any material obligation with respect to Product pursuant to its written sublicense agreement with VAR, then VAR shall be required to cooperate with Developer to protect and enforce Developer's rights and title with respect to the Products. VAR may use this Agreement to show to sub licensee that they are required by Agreement to enforce these terms and conditions.

7. Confidentiality.

In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to software computer programs, object code, source code, marketing plans, business plans, financial information, specifications, flow charts and other data ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information or any part thereof to any third party, except that VAR may sublicense the Products as set forth in this Agreement. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the a receiving party or rightly received by a receiving party from a third party; or (iii) is independently developed by or a the receiving party.

8. VAR Sales Organization and Activities.

In connection with the performance of its obligations in this Agreement in a professional
and businesslike manner, VAR agrees to:

A. Hire, train and employ at its place or places of business competent, professional and ethical sales, technical and support personnel to sell and support the products.

B. Stay current with respect to information concerning the Products and, where appropriate, attend Developer's training with respect to the Products.

C. Maintain adequate human resource and other facilities to assure prompt handling of all customer inquiries, orders, shipments and after sale support for the Products.

D. Maintain, for demonstration purposes adequate equipment and other resources to properly demonstrate the Products.

E. Provide prompt, reliable and competent technical and other assistance to VAR's end user customers with respect to the Products.

F. Conduct its business in a professional manner that will reflect favorably on Developer and the Products, and not engage in deceptive, fraudulent, misleading, illegal or unethical business practices, whether with respect to the Products or otherwise.

G. Permit Developer the right of reasonable entry to visit and inspect VAR's place of business for the purpose of verifying, to the satisfaction of Developer, that VAR is performing its obligations under this Agreement.

9. Developer Sales Assistance Responsibilities.

Developer will provide commercial and technical assistance to VAR as may be necessary and appropriate to assist VAR in effectively carrying out its obligations under this Agreement and in the promotion and sale of the Products to VAR's end user customers. Developer will subject to availability provide VAR and its agents sales promotion materials, technical manuals, sales aides and other materials helpful in the promotion or sales of the Products.

10. Limited Warranties.

A. Developer warrants that it is the owner of or otherwise has the right to license the
Products and otherwise perform its obligations set forth herein.

B. Developer warrants that the media upon which the Products are included shall be free from defects in materials and workmanship for a period of following the date of shipment. In the event any breach of warranty set forth in this Section 10. B., VAR's sole remedy and Developer's sole liability shall be for Developer to replace the defective media.

C. Developer warrants that for a period of 90 Days following shipment of the Products, each Product will perform the functions substantially according to Developer's regular specifications document with respect to such Product. In the event of any breach the warranty set forth in this section 10.C., VAR's sole remedy, and Developer's sole liability, will be that Developer must promptly repair the Products so as to conform to the warranty or, at Developer's election, refund the purchase price.

11. Developer Disclaimer.

THE WARRANTIES OF DEVELOPER SET FORTH IN SECTION IO ABOVE ARE EXCLUSIVE AND EXPRESSLY IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DEVELOPER BE LIABLE TO VAR FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, WITH A CLAIM BY REASON OF BREACH OF WARRANTY OR BASED ON CONTRACT, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER DEVELOPER HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES IN ADVANCE.

12. Indemnification.

A. VAR agrees to indemnify and hold harmless Developer from and against loss, suit, damage or claim including reasonable attorney's fees and costs, arising out of or connecting with the sale, sublicense or use of any of the Products that have been modified by VAR or anyone else.

B. Developer shall, at its own expense, defend any suit that may be instituted against VAR or any end user customer of VAR for any alleged infringement of any US patent, trademark or copyright related to the Product as provided by Developer hereunder, provided that:

1. Such alleged infringement consists only of the use of the Product in the manner for which the Product was designed by itself, and does not relate to any modification or alteration or combination with other works.

2. VAR gives Developer immediate notice in writing of any such suit and permits Developer, with counsel of its choice, to defend such suits. Immediate is defined as less than 5 Days after the suit was filed upon VAR or its representatives.

3. VAR provides Developer all of the necessary information, assistance and authority, to enable Developer to defend such suit, and similarly uses its best efforts to get all VAR's end user customers to similarly provide all needed information, assistance and authority, all at VAR's expense.

4. Developer's indemnity shall not apply with respect to any claim arising out of or based upon any modification or alteration of the Products created by or for Developer or an End-User customer.

13. Relationship of the Parties.

It is expressly understood and agreed that the relationship between the parties is solely that of "seller" and "buyer". VAR is not, and shall not be, a partner, agent, representative or joint venturer of Developer. VAR has no authority to assume or create any obligation for or on behalf of Developer, express or implied, with respect to the Products or otherwise.

14. Developer's Marks.

A. Developer hereby grants to VAR a limited, nonexclusive right to use Developer's regular trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of the Products. VAR shall not make or permit alteration or removal of tags, labels, or identifying marks placed by Developer on or within the Software program of any product. VAR will not use Developer's trade names or abbreviations (with the exception of a logo or mark or graphic design provided by Developer which indicates VAR is an authorized reseller of Developer) in VAR's corporate title, or name or in any way that might result in confusion as to separate and distinct identities of Developer and VAR. Upon the expiration or earlier termination of this Agreement, the license granted to VAR in the Licensed Marks shall immediately terminate and VAR shall immediately cease and desist all use of the Licensed Marks.

B. VAR recognizes and acknowledges Developer's ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of VAR's use of such marks shall become the property of Developer. VAR further agrees not to contest or take any action in opposition to any trademark, serviceman, trade name or logo of Developer or to use, employ or attempt to register any mark or trade name, which is similar to any mark or name of Developer.

C. VAR shall apply the Licensed Marks only to products which have been manufactured in accordance with the standards of quality in materials, design, workmanship, use, advertising and promotion set forth in Developer's trademark use specifications and product control specifications ("Control Specifications"), copies of which will be furnished to VAR in confidence pursuant to Section 7 of this Agreement.

D. Developer shall have the right at any time to conduct during regular business hours an examination of products manufactured by VAR (including those assembled or tested) at VAR's facilities to determine compliance of such products with the applicable Control Specifications. If at any time such products shall, in the sole opinion of Developer, fail to conform with the standards of quality in materials, design, workmanship, use, advertising, and promotion set forth in such Control Specifications, Developer shall so notify VAR. Upon such notification, VAR shall promptly cease to use the Licensed Marks on such products and shall not sell such nonconforming products until the standards of quality contained in the applicable Control Specifications have been met to the satisfaction of Developer.

15. Term and Termination.

A. This Agreement shall commence on the Date of this Agreement and continue for a Term ending in 2 years. Thereafter, this Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement upon at least ninety (90) days prior written notice.

B. In the event that VAR has failed to pay any amount when due or is in breach or default of any other material obligation set forth in this Agreement, then Developer may notify VAR and if VAR has not paid the entire amount due or cured its other breach or default within 30 Days following such written notice, then Developer may elect to terminate this Agreement unilaterally without protest from the VAR.

C. In the event of any other breach or default of any material obligation owed by Developer in this Agreement, then the VAR may provide notice to Developer and if such breach or default is not cured within 30 Days following such notice, the Agreement may be terminated by the VAR unilaterally without protest from the Developer.

16. 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 a recognized over night delivery service such as FedEx.

If to the Developer: _____________________________________________________.

If to the VAR: ___________________________________________________.

17. No Waiver.

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

18. Entirety of Agreement.

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

19. Governing Law.

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

20. Headings in this Agreement

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

21. Severability.

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

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

_________________________ _______________________
Developer VAR

___________________
Date


Exhibit A: VAR Price, Products, and Terms Schedule



VALUE ADDED RESELLER AGREEMENT | Free Sample Printable Blank Legal Forms

Tuesday, May 18, 2010

Substitution of Collateral and Release Consent | Free Sample Printable Blank Legal Forms

Substitution of Collateral and Release Consent

_____________________, referred to as OWNER, and ______________________, referred to as SECURED PARTY, agree:

OWNER is indebted to SECURED PARTY pursuant to a note dated, _______________________, in the original principal amount of $_________ (___________________________ & _____/100 dollars); with a present total interest and principal balance of $_______ (___________________________ & _____/100 dollars), and a security agreement dated ______________________ and has pledged as security for the note the following:
________________________________________________________________

The DEBTOR has requested that SECURED PARTY release ___________________________________ as collateral for the obligation, but, that ________________________________ be pledged as new collateral for the obligation. Accordingly, SECURED PARTY releases ____________________________________ as collateral for the obligation, and upon request of the DEBTOR shall execute such releases, UCC financing statement releases or other documents reasonably requested by the DEBTOR.

In all respects ________________________________ shall be subject to the terms and conditions of the security agreement between the parties dated ______________________. All other terms and conditions of the note and security agreement shall remain in full force and effect.

Dated: ______________________


___________________________________________
_____________________, OWNER

___________________________________________
______________________, SECURED PARTY


Substitution of Collateral and Release Consent | Free Sample Printable Blank Legal Forms

Monday, May 17, 2010

Subrogation Agreement | Free Sample Printable Blank Legal Forms

Subrogation Agreement

WHEREAS, on ____________________, ____________________, an insurance company (“Insurance Company”), was presented with a claim arising from:

AUTOMOBILE COLLISION

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

AUTOMOBILE COLLISION/COMPREHENSIVE

and, WHEREAS, on _________________________, Insurance Company paid a claim in an amount of
$________________, with a deductible of $__________ arising from the perils and covered by the policy stated above, NOW, THEREFORE:

POLICYHOLDER, his heirs and assigns, herewith assign and convey to Insurance Company and any all rights against any entity who may be liable to POLICYHOLDER for the loss stated above.

Insurance Company shall pursue any and all responsible parties at its own expense, and may at its option, bring such action in its own name or that of POLICYHOLDER.

POLICYHOLDER herewith covenants and agrees to fully assist Insurance Company in pursuit of its rights of subrogation herein.

INSURANCE COMPANY may at its option pursue the deductible loss of POLICYHOLDER. In the event that INSURANCE COMPANY does so, it shall notify POLICYHOLDER, and, further, POLICYHOLDER agrees that if any recovery is made that it will share in all costs related thereto pro rata.

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

POLICYHOLDER shall execute any and all instruments reasonably required by INSURANCE COMPANY in connection herewith.

Date: _____________________________________



___________________________________________________
Policyholder


____________________________________________________
Insurance Company


Subrogation Agreement | Free Sample Printable Blank Legal Forms

Sunday, May 16, 2010

Submission Agreement Policy | Free Sample Printable Blank Legal Forms

Submission Agreement Policy

Our Company (“The Company”) is interested in possible means of developing new ideas, inventions or processes. However, we have frequently found that suggestions submitted to us are already available from our own staff, through published sources or other legal means. This can lead to possible confusion concerning the origin of the idea.

For this reason, we prefer that only patented inventions be disclosed to us. In the event that you have not done so, we suggest that you consider this, and consider obtaining independent legal and business counsel prior to submitting any ideas or other objects to us.

The following is the general policy we have adopted in regard to unsolicited submissions:

(1) The Company (us) shall be under no obligation to keep the suggestion secret or to receive the same as a secret.

(2) The Company by the execution of this document does not acknowledge that the suggestion is new, or presently unknown to us or that the same has any commercial value.

(3) You will rely entirely on patents or copyrights, if any, which you may obtain for the suggestion for legal protection.

(4) The Company will be the sole judge if any payment is to be made for the idea, and if any payment may be made, its amount.

(5) You agree that the submission;

(a) does not violate any contract or agreement that you are a party to; (b) third party rights, if any, in the suggestion; (c) that the disclosure is legal and does not infringe on any patent or other legal right of any third party; (d) to fully indemnify The Company in the event of the submission’s use from any claims whatsoever related to the submission or it use; (e) that the rights to any inventions, processes, ideas, patents or copyrights which are derived from the original submission shall be the sole property of The Company; (f) that you are the sole owner or owner(s) of the idea.

While we try to limit the disclosure of such suggestions to employees necessary for an adequate evaluation of the suggestion, we do not accept any liability for failure to maintain secrecy. In the event that your suggestion is found to be of interest, The Company may negotiate a license in the event that you obtain patent protection.

In addition, we take absolutely no responsibility for the physical care or return of any materials sent to us. If you are concerned about these issues, DO NOT send them to us. We take and accept absolutely no responsibility to return any objects, drawings, documents, or other items sent to us

We are unable to consider unsolicited suggestions or idea except on these terms. If you have a patent or copyright, please submit proof of the same as soon as possible. No alterations or additions may be made to this agreement.

Until your acceptance of this proposal, no further consideration will be made of your communications.

If you desire to accept this proposal, please sign and return a copy of this agreement to us, and return the same.

Dated: _____________________________

Yours very truly,

__________________
Company Signatory

Accepted:

_________________________________________________ Signature
Please print name here: _______________________________________
Date: _______________________

____________________________
Witness
Date:


Submission Agreement Policy | Free Sample Printable Blank Legal Forms

Saturday, May 15, 2010

Settlement Agreement | Free Sample Printable Blank Legal Forms

Settlement Agreement

This Agreement ("Agreement") is made and effective this ____________ (Date), by and between ("Second Party") ________________________________________________ (name & address) and ("First Party"), and ____________________________________ (name & address).

First Party and Second Party are parties to an earlier Agreement dated _____________,

The First Party has alleged that the Second Party is in default of its obligations under the
Disputed Agreement (the "First Party's Claims");

The Second Party has alleged that the First Party is in default of its obligations in the
Disputed Agreement (the "Second Party's Claims"); and

The First Party and the Second Party wish to resolve their differences and responsibilities pursuant to the Disputed Agreement, the First Party's Claims and the Second Party's Claims.

Therefore, in consideration of the foregoing and the covenants, releases, and agreements set forth herein and for other good and valuable consideration, First Party and Second Party agree as follows:

1. General Release.

A. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, First Party does hereby release, acquit, and forever discharge Second Party and does hereby covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against Second Party based upon the First Party's Claims and any and all other claims, demands, indebtedness, agreements, promises, causes of action, obligations, damages, or liabilities of any nature whatsoever, in law or in equity, whether known or unknown, suspected, or claimed, that First Party ever had, has claimed to have, now has, or may hereafter have or claim to have against Second Party related in any way to or arising out of or by reason of any matter, cause, thing, or act of Second Party, or any of Second Party's employees, or any omission of Second Party, or any of Second Party's employees related in any way to or arising out of any claims asserted or that could have been asserted, or related in any way to or arising out of the Disputed Agreement.

B. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, Second Party does hereby release, acquit, and forever discharge First Party from; and does hereby covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against First Party based upon the Second Party's Claims and any and all other claims, demands, indebtedness, agreements, promises, causes of action, obligations, damages, or liabilities of any kind whatsoever, in law or in equity, whether known or unknown, suspected, or claimed that Second Party ever had, has claimed to have, now has, or may hereafter have or claim to have against First Party related in any way to or arising out of or by reason of any matter, cause, thing, or act of First Party, or any of First Party's employees, or any omission of First Party, or any of First Party's employees related in any way to or arising out of any claims asserted or that could have been asserted, or related in any way to or arising out of the Disputed Agreement.

2. Payment.

In partial consideration of the releases provided herein, the parties agree to the following
payment or payments: ___________________________________________________.

3. Termination.

The Disputed Agreement shall terminate in all respects effective as of the signing of this Agreement.

4. Satisfaction and Accord.

It is understood and agreed that the above-recited consideration is provided to and accepted by the parties in complete settlement and compromise and as full satisfaction of disputed claims, the validity of which are expressly denied by the parties, and such consideration is not to be construed as an admission of liability on the part of any of the parties, but rather, is for the purpose of terminating all disputes among the parties related to or arising out of the Disputed Agreement, the First Party's Claims and the Second Party's Claims.

5. Costs.

Each Party agrees to pay its own costs, including but not limited to its own legal fees.

6. Successors and Assigns.

This Agreement and the release and covenants contained herein shall be binding upon and shall inure to the benefit of each party, and each of their respective predecessors, successors and assigns and each of their respective past and present, direct and indirect, subsidiary, parent, and affiliated entities, and to each of their respective past and present employees, agents, attorney’s in fact, attorney’s at law, representatives, officers, directors, shareholders, partners and joint ventures.

7. Entirety of Agreement.

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

8. Governing Law.

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

9. Headings in this Agreement

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

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.

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

_________________________ _______________________
First Party Second Party



Settlement Agreement | Free Sample Printable Blank Legal Forms

Friday, May 14, 2010

Seller’s Agreement to Repurchase | Free Sample Printable Blank Legal Forms

Seller’s Agreement to Repurchase

________________________, referred to as SELLER, and _________________________, referred to as BUYER, agree:

SELLER agrees to repurchase any of the following goods from BUYER, subject to the terms and conditions set forth herein:
_____________________________________________________________________

All such returns shall be subject to a restocking charge of _________ percent of the purchase price paid by BUYER.

Such goods must be in their original packaging and in re-salable condition.

The BUYER may, on notice to SELLER, assign this repurchase right to any party holding a security interest in the goods, and if such option is exercised SELLER agrees not assert as 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.

The right of repurchase shall extend to all goods of the same type as stated herein, unless prior to a shipment, the same is canceled by notice sent by the most expeditious means.

Return freight on the goods shall be paid by: ______________________

Dated: ________________


________________________________
Seller


________________________________
Buyer


Seller’s Agreement to Repurchase | Free Sample Printable Blank Legal Forms

Thursday, May 13, 2010

Salvage Agreement | Free Sample Printable Blank Legal Forms

Salvage Agreement

___________________, referred to as OWNER, and ________________ _______________, referred to as SALVAGE COMPANY, agree:

On ____________________, OWNER suffered a loss due to __________ which damaged items generally described as:
________________________________________________________________


SALVAGE COMPANY agrees to take immediate custody of the salvage items and to take and sell the same in a manner, which SALVAGE Company deems most advantageous. If SALVAGE COMPANY determines that as to any part of the items, the cost of removal will exceed the probably recovery, SALVAGE COMPANY shall give notice of intent to abandon.

SALVAGE COMPANY shall receive a commission of ____% of the sale proceeds and shall retain the same until directed by OWNER as to distribution of the same.

Dated: _______________________


____________________________________
Owner


____________________________________
Salvage Company


Salvage Agreement | Free Sample Printable Blank Legal Forms

Wednesday, May 12, 2010

Sales Rep Agreement | Free Sample Printable Blank Legal Forms

Sales Rep Agreement

This Agreement ("Agreement") is made and effective on by and between ____________________________________________________________ ("Rep") and _________________________________________________ ("Company").

In consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions.

As used herein, the following terms shall have the meanings set forth below:

A. "Products" shall mean the following of Company's products to be sold by Rep:
__________________________________________________________________.

B. "Territory" shall mean the following described geographic area and/or specific accounts:

2. Appointment.

Company hereby appoints Rep as its sales rep for the Products in the Territory, and Rep hereby accepts such appointment. Rep's sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms of this Agreement. Rep shall not have the authority to make any commitments whatsoever on behalf of Company, and be fully responsible for keeping his or her customers duly informed of this limit on Rep’s authority to make agreements on behalf of the Company with the customer.

3. General Duties.

Rep shall use its best efforts to promote the Products and maximize the sale of the Products in the Territory. Rep shall also provide reasonable assistance to Company in promotional activities in the Territory such as trade shows, product presentations, sales calls and other activities of Company with respect to the Products. Rep shall also provide reasonable "after sale" support to Product purchasers and generally perform such sales related activities as are reasonable to promote the Products and the goodwill of Company in the Territory, in the line of business Company is in. Rep shall report weekly to Company concerning sales of the Products and competitive promotional ad pricing activities. Rep will devote adequate time and effort to perform its obligations. Rep shall neither advertise the Products outside the Territory nor solicit sales from purchasers located outside the Territory without the prior written consent of the Company.

4. Reserved Rights.

Company reserves the right to solicit orders directly from and sell directly to any end users or other retail buyers within the Territory. Rep's task is to solicit orders from all potential wholesale customers in the Territory including original equipment manufacturers, distributors, resellers, dealers, value-added resellers, telemarketing companies and retail distribution chains, unless agreed otherwise else in this agreement.

5. Conflict of Interest.

Rep warrants to Company that it does not currently represent or promote any lines or products that compete with the Products. During the term of this Agreement, Rep shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in Company's judgment, compete with the Products covered by this Agreement. Rep shall provide Company with a list of the companies and products that it currently represents and shall notify Company in writing of any new companies and products at such time as its promotion of those new companies and products commence.

6. Independent Contractor.

Rep is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise, or (iii) allow Rep to create or assume any obligation on behalf of Company for any purpose whatsoever. Rep is not an employee of Company and is not entitled to any employee benefits. Rep shall be responsible for paying all income taxes and other taxes charged to Rep on amounts earned hereunder. All financial and other obligations associated with Rep's business are the sole responsibility of Rep.

7. Indemnification by Rep.

Rep shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Rep, its employees or its agents.

8. Indemnification by Company.

Company shall indemnify and hold Rep free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by Company or failure of Company to provide any products to a customer that has properly ordered through Rep.

9. Commission.

Sole Compensation. Rep's sole compensation under the terms of this Agreement shall
be a commission computed as follows: ____________________________ (suggestion:
a percentage of actual payments received by Company; this eliminates lots of extra
language; is very clear; can be audited simply).

Basis of Commission. The Commission shall apply to all orders solicited by Rep from the Territory that have been accepted by Company and for which shipment has occurred. No commissions shall be paid on (i) orders from outside the Territory (even if Rep receives the initial inquiry from outside the Territory) unless otherwise agreed in writing by Company. Commissions shall be computed on the net amount paid by customer.

Time of Payment. The commission on a given order shall be due and payable when paid by the customer and be due within 5 days after such payment is received.

Commission Charge-Back. Company shall have the absolute right to set forth cash discounts, to make such allowances and adjustments to accept such returns from its customers, and to write off as bad debts such overdue customer accounts as it deems advisable. In each such case Company shall charge back to Rep's account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, return or bad debts. However, Company agrees that the amount of any cash discount provided to a customer and charged back to Rep shall not exceed of the sales price. Payment to Rep upon receipt of customer payments and for the percentage agreed upon eliminates most of these areas for dispute, which the parties acknowledge herein.

Annual Inspection of Records. Rep shall have the right, at its own expense and not more than once per year, to inspect at reasonable times Company's relevant accounting records to verify the accuracy of commissions paid by Company under the terms of this Agreement. If the audit correctly reveals that Company has underpaid Rep by ten percent (IO%) or more, then Company shall reimburse Rep for the cost of the audit, in addition to the amount of underpayment. Unless otherwise stipulated, this date shall be January 31 of each year. In no event shall an audit be permitted for more than the past 12 months. Therefore, any amounts possibly due prior to this year and one day, are not subject to review for any reason including fraudulent misrepresentation or any other such claim Rep might make.

10. Sale of the Products.

Prices and Terms of Sale. Company shall provide Rep with copies of its current price lists, delivery schedules, and standard terms and conditions of sale, as established from time to time. Rep shall quote to customers only those authorized prices, delivery schedules, and terms and conditions, and modify, add to or discontinue Products following written notice to Rep. Each order shall be controlled by the prices, delivery schedules, and terms and conditions in effect at the time the order is accepted, and all quotations by Reps shall contain a statement to that effect.

Quotations. Reps shall promptly furnish to Company copies of all quotations submitted to customers. Each quotation shall accurately reflect the terms of this Agreement.

Orders. All orders for the Products shall be in writing, and the originals shall be submitted to Company. All orders shall be sent directly from the customer to the Company not to the Rep for forwarding to the Company.

Acceptance. All orders obtained by Rep shall be subject to final acceptance by Company at its principal office and all quotations by Reps shall contain a statement to that effect. Rep shall have no authority to make any acceptance or delivery commitments to customers. Company specifically reserves the right to reject any order or any part thereof for any reason.

Credit Approval. Company shall have the sole right of credit approval or credit refusal for customers in all cases, with or without cause.

Collection. Full responsibility for collection from customers rests with Company, provided that Rep shall at Company's request assist in such collection efforts.

Inquiries from Outside the Territory. Rep shall promptly submit to Company, for Company's attention and handling, the originals of all inquiries received by Rep from customers outside the Territory.

11. Term and Termination.

A. Term. This Agreement shall commence on _____________________and continue for one year thereafter, unless terminated earlier as provided herein. This Agreement shall continue until terminated upon at least 30 Days written notice by either party. If not terminated during the first year, this Agreement shall continue until one party or the other terminates the Agreement with 30 Days written notice.

B. Return of Materials. All of Company's trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of Company. Within 10 days after the termination of this Agreement, Rep shall return all such items to company at Rep's expense. Rep shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of this Agreement, Rep shall cease to use all trademarks, marks and trade name of Company.

12. Limitation of Liability.

Upon termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of Company or Rep. Company's sole liability under the terms of this Agreement shall be for any unpaid commissions.

13. Confidentiality.

Rep acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business plans, customers, technology, and products that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Rep agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Company. Rep shall not publish any technical description of the Products beyond the description published by Company. In the event of termination of this Agreement, there shall be no use or disclosure by Rep of any confidential information of Company, and Rep shall not manufacture or have manufactured any devices, components or assemblies utilizing Company's patents, inventions, copyrights, know-how or trade secrets.

14. Notices.

Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage prepaid, return receipt requested or by recognized an over night delivery service such as FedEx:

If to Company: _________________________________________________________.
(Name & Address)

If to Rep: ___________________________________________________________.
(Name & Address)

15. No Waiver.

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

16. Entirety of Agreement.

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

17. Governing Law.

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

18. Headings in this Agreement

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

19. Severability.

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

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

_________________________ _______________________
Company Rep


Sales Rep Agreement | Free Sample Printable Blank Legal Forms

Tuesday, May 11, 2010

Rolling Stock Lease | Free Sample Printable Blank Legal Forms

Rolling Stock Lease

____________________, referred to as the RAILROAD, and _____________________, referred to as the LEASING COMPANY, agree:

LEASING COMPANY herewith leases to the RAILROAD the following described railroad rolling stock: _______________________________________________________________________ for a period beginning on ______________________ and ending on _____________________ unless earlier terminated under the terms of this agreement.

RAILROAD shall have the right to inspect the rolling stock before delivery. After such inspection, RAILROAD shall have the right to reject any rolling stock which is not in good running order. After inspection, RAILROAD shall be deemed to have accepted the rolling stock “as is.”

RAILROAD shall have the right to paint the rolling stock in its color scheme. Upon termination of the lease, RAILROAD shall return the rolling stock painted in a neutral primer color.

RAILROAD shall perform all reasonable and customary maintenance on the rolling stock during its possession, and shall maintain records of such work, which shall be available for inspection by the LESSOR at any times.

RAILROAD shall pay as rental, in advance the sum of $______________________ (__________________________________________________ & _____/100 dollars) monthly. During the term of the lease, RAILROAD shall obtain and maintain insurance upon the rolling stock, with the LESSOR named as an insured, for all customary perils and in amounts reflecting the fair market value of the rolling stock.

RAILROAD shall return the rolling stock in the same condition as received, ordinary wear and tear excepted.

Unless otherwise specifically agreed in writing by the LESSOR the rolling stock rented hereunder shall only be used by the RAILROAD within the United States.

LESSOR may terminate this lease in the event of a default in the payment of rentals, or any other terms or conditions of this lease.

Upon termination, RAILROAD, at its expense shall return the rented rolling stock to
______________________________________________.

Dated: __________________

____________________________________
____________________ Lessor

___________________________________
_____________________ Owner/Railroad


Rolling Stock Lease | Free Sample Printable Blank Legal Forms

Monday, May 10, 2010

Right of First Refusal | Free Sample Printable Blank Legal Forms

Right of First Refusal

This Right of Firsts Refusal to Purchase Agreement (“Agreement”) is made on ____________, by and between _____________________ (Name), Grantor of the Right of First Refusal (“Owner”) and _______________________________ (Name), Receiver of Right of First Refusal (“Grantee”).

In consideration of the payment by the Grantee to the Owner of the sum $ ________ and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. In the event that the Owner receives an offer (the "Offer") from any person to relative to the goods or property subject to this Agreement, described in Exhibit 1, ("Offered Goods"), which the Owner is prepared to accept, then the Owner shall forthwith send to the Grantee notice in writing of its desire or intention to sell the Offered Goods accompanied by a copy of the Offer.

2. Upon receipt of notice in accordance with paragraph 1, the Grantee shall have only twenty (20) days from the date of receipt within which to give the Owner notice ("Intent to Buy") that it desires and agrees to so purchase the Offered Goods on the same terms and conditions as are contained in the Offer, provided that:

(a) if the Grantee shall have given an Intent to Buy, the Grantee shall purchase Offered Goods referred to in the Offer;

(b) if the Grantee shall not have given an Intent to Buy within the time provided, then the Grantee shall be deemed for all purposes to have refused to purchase the Offered Goods; and

(c) In the event that each Grantee elects not to purchase or is deemed to have refused to purchase the Offered Goods, then the Owner may accept the Offer and proceed to sell the Offered Goods, but only at the price and on and in accordance with the terms and conditions contained in the Offer provided that, if the transaction contemplated by the Offer is not completed within a period of twenty (20) days after the expiration of the last day upon which the Grantee has the right to give an Intent to Buy, then the Owner shall not thereafter sell the Offered Goods unless and until it again complies with the provisions of this Agreement.

3. Any transaction between the Owner and the Grantee effected pursuant to the provisions of this Agreement shall be completed not later than the twentieth (20th) day after which the Grantee has become obligated to purchase the Offered Goods.

4. The rights granted to the Grantee under this Agreement are personal to the Grantee. Accordingly, the Grantee may not sell, assign or otherwise transfer any of its rights under this Agreement without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld.

7. 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 a recognized over night delivery service such as FedEx.

If to the Owner: _____________________________________________________.

If to the Grantee: ___________________________________________________.

8. No Waiver.

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

9. Entirety of Agreement.

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

10. Governing Law.

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

11. Headings in this Agreement

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

12. Severability.

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

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

_________________________ _______________________
First Party Second Party

___________________
Date



Exhibit One: Goods or Property Subject to this Agreement


Right of First Refusal  | Free Sample Printable Blank Legal Forms

Sunday, May 9, 2010

Repossession Services Agreement | Free Sample Printable Blank Legal Forms

Repossession Services Agreement

BACKGROUND:

______________________________________, CREDITOR, and ______________________________________, AGENCY, agree:

CREDITOR is the owner or collection agent for various retail installment contracts, granting liens on automobiles. From time to time CREDITOR requires repossession services when the various contract debtors are delinquent on their debts, and CREDITOR herewith contracts with AGENCY to perform such repossessions.

TERM:

This agreement shall commence on _________________________ and terminate on __________________________.

TERRITORY:

AGENCY shall act as the exclusive repossession service within the following territory:
_______________________________________________________________

ASSIGNMENTS:

AGENCY shall only repossess vehicles upon a written order executed by an officer of the CREDITOR specifying the vehicle type, VIN and borrower’s name, or identification of other property. AGENCY shall not release any vehicle to a person other than an agent of the CREDITOR.

METHOD OF REPOSSESSION:

AGENCY shall repossess the items, which are assigned to it without creating a breach of the peace, and in accordance with any laws or regulations related thereto. In the event that any repossession cannot be accomplished without a breach of the peace, AGENCY shall immediately notify CREDITOR and shall discontinue attempts to repossess unless the CREDITOR reassigns the same.

INDEMNITY:

AGENCY shall indemnify and hold CREDITOR harmless from any claims related to the repossession activity undertaken by the AGENCY. CREDITOR shall indemnify AGENCY from any claims that CREDITOR did not have a legal right to seek peaceful repossession of the items assigned.

INVENTORY:

In the event that any vehicle which is repossessed contains personal property, AGENCY shall have 2 persons witness a complete inventory. A copy of such inventory shall be provided to CREDITOR. AGENCY shall release such items of personal property to the debtor upon execution of a receipt of the same.

RELATIONSHIP:

The relationship between the parties is solely of contracting party and independent contractor.

CUSTODY OF VEHICLES:

During custody of the vehicles AGENCY shall use all possible care to protect and safeguard the vehicles, and shall deliver the same as directed by the CREDITOR, and CREDITOR’s expense, in the same condition as received, any ordinary wear and tear excepted.

SUB-CONTRACTOR:

AGENCY shall not sub-contract its performance without the previous written consent of the CREDITOR.

PAYMENT:

AGENCY shall receive payment as follows:
_____________________________________________________________

Dated: _________________________________


_______________________________________
For Creditor


_______________________________________
For Agency


Repossession Services Agreement | Free Sample Printable Blank Legal Forms

Saturday, May 8, 2010

Release by Creditor | Free Sample Printable Blank Legal Forms

Release by Creditor

To: _______________, Being Released from Obligation (the "Releasee")

Settlement Amount $______________ Amount of Payment to Creditor ("Settlement Amount")

From: _______________ ("Releasor")

In consideration of the payment of the above Settlement Amount by Releasee to Releasor and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Releasor hereby agrees as follows:


1. That the Settlement Amount represents payment in full satisfaction of all indebtedness, liabilities and obligations of the Releasee to the Releasor; and

2. That the Releasor hereby releases and forever discharges the Releasee and its, employees, officers, directors, successors and assigns of and from all actions, causes of action, damages, claims and demands whatsoever, which the Releasor had, now has or which the Releasor hereafter can, shall or may have for any reason whatsoever, including but not limited to all actions, causes of action, damages, claims and demands arising out of any indebtedness, liabilities or obligations owing by the Releasee to the Releasor.

3. This Release shall inure to the benefit of the Releasee and its employees, officers, directors, successors and assigns, and shall be binding upon the Releasor and its heirs, executors, administrators, successors and assigns.



__________________ Date:
Creditor, by Authorized Signer

__________________
Witness


Release by Creditor | Free Sample Printable Blank Legal Forms

Friday, May 7, 2010

Ratification of Agreement | Free Sample Printable Blank Legal Forms

Ratification of Agreement

This is to ratify the Agreement attached as Exhibit 1 (“Exhibit1”). The parties signed Exhibit 1 _____ days ago and hereby ratify it in its entirety, having had sufficient time after the fact to wish to make this declaration in support of Exhibit 1 in it totality.


1. 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 a recognized over night delivery service such as FedEx.

If to the First Party: _____________________________________________________.

If to the Second Party: ___________________________________________________.

2. No Waiver.

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

3. Entirety of Agreement.

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

4. Governing Law.

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

5. Headings in this Agreement

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

6. Severability.

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

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

_________________________ _______________________
First Party Second Party

___________________
Date

______________________________
Witness


Ratification of Agreement | Free Sample Printable Blank Legal Forms

Thursday, May 6, 2010

Promotional or Product Placement Agreement | Free Sample Printable Blank Legal Forms

Promotional or Product Placement Agreement

_____________, referred to as PROVIDER, and ________________, referred to as MANUFACTURER, agree:

____________ operates a product and/or service (PROVIDER).

________________ is the MANUFACTURER of the following products:
__________________________________________________________

MANUFACTURER shall include in the products stated above a promotional advertisement for purchasers of Manufacturer’s product to purchase PROVIDER products and/or services from PROVIDER. The advertisements shall be printed and provided by the PROVIDER and shall include a unique identifying code for MANUFACTURER.

All replies shall be received and processed in a timely manner. Provider shall make a monthly accounting report to MANUFACTURER of the number of orders received. Manufacturer shall be paid a commission of $____(____________ &___/100 dollars) per sale. Manufacturer’s commissions shall be paid solely upon paid accounts. Provider shall advance to Manufacturer commissions earned based upon the sales which are received prior to collection.

The PROVIDER offer provided for in this agreement shall be the only offer for products or services similar to its own within Manufacturer’s products.

This agreement may be terminated, with or without cause, by either party upon 90 Days notice.

PROVIDER shall indemnify MANUFACTURER from any claims related to its performance of placed orders.

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

Dated ___________________________


________________________________________________
Manufacturer


________________________________________________
Provider


Promotional or Product Placement Agreement | Free Sample Printable Blank Legal Forms

Wednesday, May 5, 2010

Packaging System Agreement | Free Sample Printable Blank Legal Forms

Packaging System Agreement

_____________________, referred to as the DESIGNER, and _______________________, referred to as the CLIENT, agree:

DESIGNER shall create a packaging system, including art, containers, interior packaging for ______________________, a product created by CLIENT.

DESIGNER shall receive as its fee $_______ (____________ __________ & ____/100 dollars), payable as follows: _____________________________.

The CLIENT acknowledges that the goods to be made herein are “custom made goods” as is provided for by the Uniform Commercial Code.

CLIENT shall provide a full working model, or production examples of the product to DESIGNER not later than _________________________. In the event that CLIENT does not deliver the fully working model or the production examples as provided, the DESIGNER shall have an equal number of days added to its delivery date for all further work.

The DESIGNER shall complete all services provided for herein no later than ______________________ subject to any delays provided for herein. Said packaging shall be appropriate for ________________________, and shall be designed so that on the open market, using first class vendors, the packaging, in quantity ____________________ shall be readily available for $_____ (___________________ _________________ & no/100 dollars) per unit, as of the date of delivery.

DESIGNER shall provide a tentative layout of all art and packaging by _____________________. CLIENT shall immediately approve or comment on the proposed design. DESIGNER and CLIENT shall cooperate in good faith to agree upon a final design scheme in keeping with the need to develop a packaging system purchasable within the budgetary restraints set forth above.

DESIGNER shall deliver to CLIENT any original artwork, plates or other materials upon final payment. CLIENT herewith grants to DESIGNER an express lien upon any of CLIENT’s materials delivered to DESIGNER during the work.

DESIGNER shall deliver a first prototype of the packaging to CLIENT no later than _________________________. DESIGNER shall provide upon approval a short run of ______________________ pieces of the packaging.

DESIGNER and CLIENT shall participate in a testing program to gauge end user acceptance of the packaging. CLIENT shall provide sufficient personnel to assist in the testing procedure. Based upon such testing the DESIGNER shall complete final packaging.

CLIENT represents to DESIGNER that DESIGNER has the right to use of the trade names and trade dress herein, and will indemnify and hold DESIGNER harmless from all such claims. DESIGNER represents to CLIENT that the DESIGNER’s work is original work of the DESIGNER and will indemnify and hold CLIENT harmless from such claims. Provided, however, that certain packaging which will be recommended by the DESIGNER is or may be the subject of certain patents, licensed or licensable by DESIGNER. DESIGNER shall identify the same in its work. The royalties payable for the use of the patents shall be included in the budget figure stated above.

DESIGNER shall keep all of the information concerning this project strictly confidential and shall take reasonable and customary steps to insure that the existence of this product and the type of packaging are not revealed prior to the commencement of sales of the product. DESIGNER may not reveal any information which is disclosed to DESIGNER by the CLIENT which is clearly marked as a trade secret or confidential information, unless:
(a) the material is released into the public domain by no fault of the DESIGNER,
(b) the information was already known to the DESIGNER.

DESIGNER agrees for a period of _________ not to act as a consultant, employee or principal regarding packaging of products which are directly in competition to the product designed herein throughout the world. This duty shall be specifically enforceable by action in any court of competent jurisdiction.

This is the entire agreement between the parties and the same may only be modified in writing executed by the parties hereto.

Dated: __________________


_______________________________
_____________________ By Designer


_______________________________
_______________________ By Owner/Client


Packaging System Agreement | Free Sample Printable Blank Legal Forms

Tuesday, May 4, 2010

Option to Purchase | Free Sample Printable Blank Legal Forms

Option to Purchase

_____________, referred to as SELLER, and _______________, referred to as OPTION HOLDER, agree:

In consideration of $____ (_______________&___/100 dollars), paid by OPTION HOLDER to SELLER, the receipt of which is acknowledged, the SELLER grants to OPTION HOLDER, the exclusive option to acquire the following business: ___________, located at __________________ for a period of ________ months.

Should the OPTION HOLDER exercise the option, the following assets will be conveyed to OPTION HOLDER by SELLER:
business located at above address, with all inventory and trade names.

OPTION HOLDER may exercise the option by written notice to SELLER, specifying a date for closing which shall be no more than _______ after the notice of intention to exercise.

The option price shall be $ ___ (____________________ & ___/100 dollars) payable as follows:
_______________________________________________________________

If, prior to exercise of the option, or during the period between notice of intention to close and closing, any part of the business shall be destroyed or damaged by fire, theft or other peril, the option price shall be reduced in a sum sufficient to compensate OPTION HOLDER for the loss. In the event that there are insurance proceeds to reconstruct the loss and provide for business interruption loss, and SELLER assigns the same to OPTION HOLDER, or SELLER reconstructs the same prior to closing, no abatement of purchase price shall occur.

During the term of the option, the SELLER shall carry on the business in the usual and ordinary manner up to and including the closing date of the sale, and will not enter into any agreements not in the ordinary course of its business. Further, SELLER shall not enter into any unusual agreements or make unusual commitments affecting the operation of the business, without prior approval of OPTION HOLDER.

In no event shall OPTION HOLDER cancel, alter or amend its obligations under the following agreements, nor shall it fail to perform the obligations related to the following agreements:

If OPTION HOLDER exercises its right to purchase, then ____ per cent of the option price shall be applied towards the purchase price.

The parties have negotiated this agreement between themselves, and there are no brokers or agents entitled to compensation. In the event that any brokers or agents seek compensation herein, the parties shall each indemnify the other from any damage, expense including counsel fees, which either may suffer as a result of the claim of a broker or agent, and the party who is determined to have breached this representation shall be responsible for payment of indemnity and the obligation to the broker or other agent.

This writing accurately sets forth the agreement between the parties and this agreement may only be amended in writing signed by both parties.

Dated: ________________________




_____________________________________________________
Seller



_____________________________________________________
Option Holder


Option to Purchase | Free Sample Printable Blank Legal Forms

Monday, May 3, 2010

Non-disclosure and Non-Circumvention Agreement, Relating to Negotiations | Free Sample Printable Blank Legal Forms

Non-disclosure and Non-Circumvention Agreement, Relating to Negotiations

_________________________, referred to as COMPANY, and _________________________, referred to as RECIPIENT, agree:

The parties intend to engage in substantive negotiations and discussions regarding certain new and useful business opportunities, trade secrets, economic studies, inventions and scientific information.

And, furthermore, the parties intend to engage in substantive negotiations and discussions regarding the exploitation of technology related to items for which patents are pending;
The rights related to such information, generally regarding ______________________________________, shall be as follows:

COMPANY claims sole rights to the information, and COMPANY is willing to disclose the same, in consideration of the following covenants and agreements made by RECIPIENT: RECIPIENT shall hold in confidence all of such information, and shall not directly or indirectly disclose to others such information. RECIPIENT shall protect such information from disclosure by reasonable means, including but not limited to at least the same level of security that the RECIPIENT uses for its most crucial proprietary and trade secret information.

Further, RECIPIENT agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is pursuant to an agreement with COMPANY.

Additionally, any improvements made as a result of the disclosure by RECIPIENT shall be disclosed to COMPANY, and, COMPANY further agrees to assign such improvements to COMPANY, and to execute any and all further documents as may be requested by COMPANY to perfect the rights of COMPANY to such information.

The obligation of confidentiality shall not apply to any information which was already known to RECIPIENT at the time of disclosure; was already published at the time of disclosure, or, that was disclosed by a third party prior to the disclosure by COMPANY, provided that the third party had authority to make such disclosure. RECIPIENT shall notify COMPANY, in writing, and at the earliest time possible, the information disclosed by RECIPIENT which RECIPIENT claims falls under the provisions of this paragraph related to earlier knowledge, publication, or prior disclosure.

The obligations of confidentiality will cease at such time when, COMPANY generally knows the information through no fault of RECIPIENT, or upon voluntary disclosure of such information to the public.

Upon request RECIPIENT shall return all tangible documents or documents disclosed by COMPANY which are subject to this agreement. Further, RECIPIENT upon such return shall destroy and all copies of the same and will, upon request of the COMPANY execute an affidavit of compliance in a form acceptable to the COMPANY verifying the destruction and full compliance with this agreement.

Dated: ________________________


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_________________________ By Recipient


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_________________________ By Company


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