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  1. Description of Assets- describe the subject matter of sale, and allocates price to subject matter [equipment,. supplies, records, goodwill, covenant not to compete.
  2. Terms of Consideration- cash payment and/or financing.
  3. Other Items- right to use seller’s name, telephone listing, referral sources.
  4. Covenant not to Compete- term and boundary [valid under Business and Professions Code Section 16601]
  5. Accounts Receivable- who gets them, mechanics for collection-key clause- insure buyer’s right to retain all income for his/her own production after the sale closes.
  6. Retreatment- Key clause- automatic mechanism for handling re-work of seller’s work so buyer does not lose money and seller does not end up in malpractice suit.
  7. Letters of Announcement and Introduction
  8. Seller’s Warranties Regarding Ownership Debts- key clause- provide for indemnification if debts surface after closing.
  9. Buyer’s Warranties
  10. Insurance- key clause- seller to retain insured at least three [3] years after sale closes-same for buyer.
  11. Custodian of Records- key clause- buyer retains all of seller’s records. When inactive may send to seller or destroy; buyer should not agree to hold seller’s records forever.
  12. Hold Harmless/Indemnification- key clause- seller responsible for seller’s treatment before closing, buy responsible for buyer’s treatment after closing; with cross-indemnification.
  13. Closing Date and Escrow
  14. Contingencies- key clause- state what deal is contingent on, i.e. bank loan, assignment of lease, passage of state boards, etc.
  15. Arbitration / Attorney’s fees
  16. Bill of Sale, Promissory Note, Security Agreement, Consent of Spouses.

Reprinted with permission of the Goldman law Firm, Two Rincon Center, 121 Spear Street, Suite 212, San Francisco, Ca. 94105 [415] 357-2940 Fax [415] 357-2949 1996