If you`re looking to transfer ownership of a business or other important asset, a well-crafted ownership transfer agreement is an essential document to have in place. This agreement sets out the terms of the transfer, including any conditions that need to be met, and can help ensure a smooth and legally sound transfer process.
To help get you started, we`ve put together a sample ownership transfer agreement that you can use as a starting point for your own agreement. Keep in mind that this is just a sample, and you should always consult with a lawyer or other legal professional to ensure that your agreement meets all legal requirements.
Ownership Transfer Agreement
This Ownership Transfer Agreement (“Agreement”) is made and entered into effective as of [DATE], by and between [TRANSFEROR NAME], a [STATE] [ENTITY TYPE], with a mailing address of [ADDRESS], (“Transferor”), and [TRANSFERRING PARTY NAME], a [STATE] [ENTITY TYPE], with a mailing address of [ADDRESS], (“Transferee”).
WHEREAS, Transferor is the owner of the [BUSINESS/ASSET] (“Asset”) and wishes to transfer ownership of the Asset to Transferee; and
WHEREAS, Transferee wishes to accept ownership of the Asset from Transferor;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Transfer of Ownership. Transferor hereby transfers all of its right, title, and interest in and to the Asset to Transferee, and Transferee hereby accepts such transfer.
2. Consideration. In consideration for the transfer of the Asset, Transferee shall pay to Transferor the sum of [AMOUNT] dollars ($[AMOUNT]) within [TIMEFRAME], and such payment shall be made in accordance with the terms of Exhibit A attached hereto and incorporated herein by this reference.
3. Representations and Warranties. Transferor represents and warrants to Transferee that:
a. Transferor is the sole owner of the Asset and has full power and authority to transfer the Asset to Transferee;
b. Transferor has not assigned, pledged, or otherwise encumbered the Asset, and there are no liens, security interests, or other claims against the Asset;
c. The Asset is free and clear of any claims, debts, obligations, or liabilities of any kind, whether known or unknown, and whether contingent or otherwise;
d. There are no agreements, understandings, or other arrangements in effect that would prevent the transfer of the Asset to Transferee; and
e. Transferor has obtained all necessary consents, approvals, and authorizations required for the transfer of the Asset to Transferee.
4. Indemnification. Transferor agrees to indemnify, defend, and hold harmless Transferee, its officers, directors, employees, agents, successors, and assigns, from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys` fees and court costs, arising out of or in connection with any breach of Transferor`s representations and warranties under this Agreement.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without giving effect to any choice or conflict of law provision or rule.
6. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
TRANSFEROR:
[TRANSFEROR NAME]
By: ___________________________________
[NAME], [TITLE]
TRANSFERRING PARTY:
[TRANSFERRING PARTY NAME]
By: ___________________________________
[NAME], [TITLE]
Exhibit A
Payment Schedule
[Insert payment schedule here]
As you can see, this sample ownership transfer agreement is designed to be a comprehensive and legally sound document that protects the interests of both parties involved in the transfer. By using this sample as a starting point for your own agreement, you can ensure that you have all your bases covered and that your transfer process goes as smoothly as possible.