Shop Sale Contract

This contract is currently a working draft. The contract will be in PDF and delivered to your in-box for your signature before the commencement of work:

CONTRACT OF SALE

THIS AGREEMENT is made this ___ day of ___, 20, between Cozyartz Media Group ("Seller") and ____________________ ("Buyer").

WHEREAS, Seller owns certain proprietary tools and assets related to its multimedia and web development business (the "Assets");

WHEREAS, Buyer wishes to purchase the Assets, excluding the business name "Cozyartz Media Group" and any rights thereto;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, it is hereby agreed as follows:

1. SALE OF ASSETS:

Seller hereby agrees to sell, transfer, and convey to Buyer all rights, title, and interest in the Assets. The Assets will be transferred "as is," and Seller makes no warranties or representations regarding their condition.

2. PURCHASE PRICE:

The purchase price for the Assets shall be _______________ Dollars ($_________), payable as follows: [details of payment schedule and method].

3. DOMAIN OWNERSHIP:

The domain name purchased for the Buyer's new business shall be owned by Seller but may be administered by either party, subject to the terms of a separate written agreement.

Buyer shall select a new name for its business, and Seller shall provide branding and website development services under a separate agreement. Buyer acknowledges that it shall have no rights to the name "Cozyartz Media Group," its logo, or any variations thereof and agrees not to use, register, or infringe upon said name and logo.

5. INDEMNIFICATION:

Buyer agrees to indemnify and hold harmless Seller, its owners, including Andrea Cozart-Lundin and Amy, and their respective affiliates from any claims, liabilities, damages, or expenses arising out of Buyer's use of the Assets.

6. CONFIDENTIALITY:

Both parties agree to maintain the confidentiality of the terms of this Agreement and all non-public information related to the Assets or the parties' respective businesses.

7. NON-COMPETE AND NON-INFRINGMENT:

(a) Non-Compete: For a period of _____ years/months from the date of this Agreement, Buyer agrees not to engage in any business that competes directly with the business of Seller within a radius of ____ miles from the location of Seller's principal place of business.

(b) Non-Infringement: Buyer agrees not to use, register, or in any way infringe upon the name "Cozyartz Media Group," its logo, or any variations thereof. Buyer further agrees not to engage in any activity that is likely to cause confusion, mistake, or deception as to the source, origin, endorsement, or sponsorship of the services provided by Buyer in relation to Seller's name and logo.

8. REMEDIES FOR BREACH:

In the event of a breach of Sections 4 or 7, Seller shall be entitled to injunctive relief, damages, and any other remedies available under law. Buyer acknowledges that a breach of these Sections would cause irreparable harm to Seller, and monetary damages would be inadequate to compensate Seller.

9. GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the laws of the state of Michigan.

10. ENTIRE AGREEMENT:

This Agreement contains the entire agreement between the parties and supersedes any prior understandings, agreements, or representations, whether written or oral.

11. CONFIDENTIALITY: Buyer agrees to keep confidential all non-public information about Seller's business that they learn during the course of the sale and not to disclose this information to anyone without Seller's prior written consent. This confidentiality obligation will continue for a period of ______ years following the date of sale.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.