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Copyright 1990, 2019 James W. Martin, Esq.Sample from Florida Legal Forms, Volume 9, Specialized Forms Copyright 1990, 2019 James W. Martin, Esq. All rights reserved. Provided for background information only, not legal advice.I www.jamesmartinpa.com

FLORIDA LEGAL FORMS

SPECIALIZED FORMS

CHAPTER 14

CONTRACT FORMS IN GENERAL

Table of Sections

A. INTRODUCTION Sec. 14.1 General Comments. 14.2 Plain English or Plain Language Agreements .

B. CONTRACT FORMS

14.3 Contract-Basic Form. 14.4 Termination of Contract-Basic Form. 14.5 Addendum to Contract-Basic Form. 14.6 Amendment to Contract-Basic Form. 14.7 Repair/Service Order Form. 14.8 Customer Agreement. 14.9 Contract for Sale of Stock-Buyer's Form. 14.10 Agreement to Sell Stock. 14.11 Escrow Agreement. 14.12 Restrictive Covenant Agreement. 14.13 Non-competition Agreement. 14.14 Letter of Intent for Possible Contract for Sale of Assets. 14.15 Letter of Intent for Possible Contract for Exchange or Sale of Assets. 14.16 Sales Contract. 14.17 Display Agreement. 14.18 Contract for Purchase of Goods. 14.19 Agreement Between Video Game Owner and Game Room Operator. 14.20 Termite Control Contract and Limited Warranty . 14.21 Contract to Install Burglar Alarm. 14.22 Contract to Bore Well for Water . 14.23 Agreement to Pay Debt Contracted During Minority. 14.24 Ratification of Written Obligation Incurred by Minor. 14.26 Offers.

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Sec. 14.26 Acceptances. 14.27 Revocation of Offer. 14.28 Corrected Agreement. 14.29 Modification of Agreement. 14.30 Supply Agreement. 14.31 Agreement to Manufacture.

C. SPECIFIC CLAUSES

14.100 Agreement Non-binding Until Accepted at Home Office. 14.101 Default in Payment. 14.102 Notice to Person Signing Agreement. 14.103 Effect of Illegality. 14.104 Clause Excluding Oral and Extraneous Matter. 14.105 Clause Against Reliance on Representations. 14.106 Various Clauses as to Termination of Contract. 14.107 Clause for Termination on Notice. 14.108 Clause Looking to Acceptance by Principal. 14.109 Clause as to Interlineations and Erasures. 14.110 Clause for Liquidated Damages. 14.111 Escalator Clause. 14.112 Successors. 14.113 Further Assurances. 14.114 Restrictive Covenants. 14.115 Indemnification.

Library References:

Ch. 14

C.J.S. Contracts §§ 53-68, 582 et seq., 610; Corporations § 400 et seq.; Depositions§§ 2, 5; Escrows§ 4; Infants§§ 167-171, 179; Sales§§ 24 et seq., 57, 59, 62, 64; Telegraphs, Telephones, Radio and Television § 279.

West's Key No. Digests, Contracts '8:a>30-46, 202(2), 238; Corporations Pll6; Deposits and Escrows Pl5; Infants $>57(1); Sales ,s,,,22, 23, 28, 29; Telecommunications ,s,,,453_

A. INTRODUCTION

§ 14.1 General Comments Many types ..2!...5r!ements and contracts are included in specific

chapters of this ~lorida Legal Forms set. These documents have been drafted to meet the specific requirements of the particular transaction, employment or service undertaking, or other legal situation requiring a contractual agreement.

This chapter summarizes the essentials of good contract drafting that should be utilif.ed in preparing any contractual document.

Restatement, Second, Contracts § 3 (1981) defmes an agreement as ''a manifestation of mutual assent on the part of two or more persons."

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Ch. 14 CONTRACT FORMS IN GENERAL § 14.1 The word "agreement" contains no implication that legal consequences are or are not produced. 1 Section 1 of the Restatement defines a contract, in part, as "a promise for the breach of which the law gives a remedy." 2 Of course, the words "agreement" and "contract" are often used interchangeably and we will assume that agreements in this chapter are intended to have legal consequences.

The Restatement has many provisions of particular relevance to the contract drafter: 3

1. Formation of Contracts-

a. Chapter 2 Parties and Capacity (§§ 9-16).

b. Chapter 3 Mutual Assent (Offer and Acceptance) (§§ 17-70).

c. Chapter 4 Consideration (§§ 71-109).

2. Statute of Frauds-Chapter 5 (§§ 110-150).

See particularly Topic 6 (§§ 131-137) re satisfaction of the statute by a memorandum.

3. Unenforceability on Grounds of Public Policy-Chapter 8 (§§ 178-199).

4. The Scope of Contractual Obligations-Chapter 9 (§§ 200-230).

See particularly Topic 3 (§§ 209-218) re effect of adoption of a writing.

5. Performance and Non-Performance-Chapter 10 (§§ 231-260).

6. Joint and Several Promisors and Promisees-Chapter 13 (§§ 288-301).

7. Contract Beneficiaries-Chapter 14 (§§ 302-315).

8. Assignment and Delegation-Chapter 15 (§§ 316-343).

9. Remedies-Chapter 16 (§§ 344-385).

The ultimate objective of a contract drafter is to draft with conciseness, clarity and coverage of all of the contract subject matter which

§ 14.1

1. Restatement, Second, Contracts § 3a (1981).

2. Uniform Commercial Code § 1-201(3) and (11) (F.S.A. § 672.201) defines "agreement" and "contract" as follows:

(3) "Agreement" means the bargain of the parties in fact as found in their lan• guage or by implication from other circumstances including course of dealing or usage of trade or course of perform• ance as provided in this Act (Sections 1-205 and 2-208). Whether an agreement has legal consequences is determined by the provisions of this Act, if applicable;

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otherwise by the law of contracts (Section 1-103). (Compare "Contract".)

(11) "Contract" means the total legal obligation which results from the par• ties' agreement as affected by this Act and any other applicable rules of law. (Compare "Agreement".)

3. In addition these - Florida Legal Forms volumes set forth checklists to assist the drafter. See, e.g., 12 - Legal Forms-Commercial Transactions § 5.1-Form 1, entitled, "Checklist of Terms to Be Included in Contracts for the Sale of Goods."

§ 14.1 CONTRACT FORMS IN GENERAL Ch. 14

should be agreed upon by the parties. Several helpful publications discuss legal drafting and writing:'

Some contracts lend themselves naturally to drafting in three separate heads, viz., covenants of the First Party, covenants of the Second Party, and mutual covenants. 5 However, this basic form does not readily lend itself to the drafting of some types of contracts in that in some cases it is more desirable and saves much verbiage to deal with separate subjects individually and state the rights and duties of both parties with reference thereto. 6

Below there are set forth two forms which illustrate basic outlines for the drafting of contracts:

1. An illustration of an outline form of contract is the following: This agreement, entered into this ___ day of _____ 19-,

between ___ of __ _, Florida, [First Party], and ----. of __ __, Florida, [Second Party ], wherein it is agreed as follows:

1. [Here in numbered paragraphs set out the agreement. ] 7

This contract shall be binding upon the parties, their executors, administrators, heirs, and assigns.

In Witness Whereof, the parties have hereto affixed their signatures the day and year first above written. 8

Witness:

Witness:

4. See the following:

R. Dickerson, Materials on Legal Draft. ing (1981).

C. Felsenfeld & A. Siegel, Writing Contract.a in Plain English (1981).

G. Gopen, Writing from a Legal Perspective (1981).

D. Mellinkoff, Legal Writing: Sense and Nonsense (1982).

L. Squires & M. Rombauer, Legal Writing in a Nut.shell (1982).

H. Weihofen, Legal Writing Style (2d ed. 1980).

5. See text accompanying note 9 below.

8. See text accompanying note 7 below.

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[First Party]

[Second Party]

7. It is desirable to have all paragraphs of the contract numbered in order that they may be referred to readily. No paragraph should deal with more than one subject. Sections should be logically divided and captioned. For longer contracts a table of contents or index is desirable.

8. Outmoded legalisms such as "witnesseth" are ordinarily to be avoided. The drafter may wish to consider the following:

Dated this ___ day of __ _, 19_

[or]

Read, considered and signed at __ _ this ___ day of __ _, 19_

Ch. 14 CONTRACT FORMS IN GENERAL § 14.1 The use of "Vendor" and "Purchaser", "Seller" and "Buyer", and like words, in lieu of "First Party" and "Second Party" is recommended in that it keeps the respective positions constantly before the drafter or reader and is less likely to invite error.

2. An outline form of contract with a preamble is illustrated: This Agreement, entered into this ___ day of ___ ,

19_, by and between ----. of __ _, Florida, [First Party], and __ __, of __ _, Florida, [Second Party]:

Whereas, etc.; and

Whereas, etc.

Now, Therefore, in consideration of the covenants and agreements hereinafter set forth, it is mutually agreed as follows: 9

1. [First Party] shall: (a)

2. [Second Party] shall: (a)

3. It is mutually agreed: (a)

This agreement shall be binding upon the parties, their executors, administrators, heirs, and assigns.

In Witness Whereof, the parties hereto have affixed their signatures the day and year first above written. 10

Witness:

[First Party]

Witness:

[Second Party]

A preamble to a contract is unnecessary in most cases and ordinarily should be avoided. In some instances it may be desirable to have a short preamble setting forth the relationship of the parties and the reason for entering into the agreement. Except in a rare case, the preamble never should be long nor attempt to cover all of the back-

9. R. Henson, Secured Transactions Under the Uniform Commercial Code 395--96 (2d ed. 1979) comments:

Where background recitals detailing the origin of the transaction are thought to be helpful, and occasionally they do serve a purpose, it is sufficient to say, "This transaction is based on these

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facts," and the facts may then be given in order; it is not necessary to preface each one with "Whereas," nor to end the recitals and begin the body of the agreement with "Now, therefore, this indenture witnesseth • • • ".

10. See note 8 above.


ground of the contract. The writer should be able to draft his contract intelligibly without the use of long preambles. Long preambles have been criticized both by competent drafters and the courts, and are a potential source of trouble. Recitals in a preamble do not constitute the agreement, and while they may help explain the agreement, they do not take the place of the agreement nor control over the agreement.

§ 14.2 Plain English or Plain Language Agreements

There has been a movement in recent years to draft agreements with consumers in plain English. Such agreements may be seen as a marketing opportunity. In the words of a bank official: "Having consumer contracts in plain English is not only good for our customers, it's good for our business. People are more likely to use something they can understand fully." 1

B. CONTRACT FORMS

§ 14.3 Contract-Basic Form AGREEMENT made this ___ day of ___ 19_, between

hereinafter called " ", and, hereinafter called u ,,

In consideration of their mutual promises made herein, and for other good and valuable consideration, the parties hereby agree as follows:

1.

Miscellaneous. This agreement is made in the State of Florida and shall be governed by Florida law. This is the entire agreement between the parties and may not be modified or amended except by a written document signed by the party against whom enforcement is sought. This agreement may be signed in more than one counterpart, in which case each counterpart shall constitute an original of this agreement. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. The prevailing party in any litigation relating to this agreement shall be entitled to recover its reasonable attorneys' fees from the other party. County, Florida, shall be proper venue for any litigation involving this

§ 14.2

1. J. Erickson, Director of Marketing, The National Bank of Washington, Washington, D.C., in news release dated April 2, 1979.

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See also Felsenfeld and Siegel, Writing Contracts in Plain English (West Pub. Co. 1981); Mellinkoff, Legal Writing: Sense and Nonsense (West, 1982).

Ch. 14 CONTRACT FORMS IN GENERAL § 14.4 Contract. This Contract may not be assigned or delegated by either party without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

_________ (SEAL)

Witnesses

_________ (SEAL)

Witnesses

[Add notaries here if desired ]

§ 14.4 Termination of Contract-Basic Form AGREEMENT made this ___ day of __ _, 19_, between

__ ___, hereinafter called "Seller", and hereinafter called "Buyer".


1. Termination of Contract. The Contract between ___ and ___ dated __ __, 19_, is hereby terminated and cancelled effective __ ___, 19_.

2. Accounts. Buyer shall immediately take over all __ _ accounts of Seller and shall service said accounts without Seller's assistance from the effective date of termination herein.

3. Promissory Note. Simultaneously with the execution of this Termination of Contract, Buyer shall execute in favor of Seller a promissory note in the amount of $, __ __, in form acceptable to Seller. Said note shall bear interest at a rate of ___ per cent ( ___ %) per annum and shall be payable in ___ ( ___ )equal monthly installments, beginning __ _, 19----, and ending __ _, 19_,

4. No Warranties by Seller. Seller does not warrant that the ___ account customers will keep their business with Buyer, but Seller shall not discourage customers from keeping their accounts with Buyer. Seller is retiring from the ___ business and will not spend any time assisting Buyer in keeping said accounts.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

_________ (SEAL)

Witnesses

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§ 14.4

Witnesses


By:

Title:

Ch. 14

§ 14.5 Addendum to Contract-Basic Form Sellers: Buyers: Date of Contract: __ __, 19_

The following Addendum is hereby made a part of and is specifically incorporated into the above-described contract and is being signed simultaneously therewith:

1.

2. In all other respects, the Contract remains the same. In case of conflict between any of the provisions of this Addendum and of the Contract, the provisions of this Addendum shall control.

IN WITNESS WHEREOF, the parties have signed this Addendum as of the date of the Contract.

Witnesses

Witnesses

Witnesses

BUYERS: Date Signed: --- 19 _ _________ (SEAL)

_________ (SEAL)

SELLERS: Date Signed: ___ 19 _

_________ (SEAL)

§ 14.6 Amendment to Contract-Basic Form Sellers: Buyers: Property: Date of Contract:

In consideration of their mutual promises, the parties hereby agree that the above-described contract is amended as follows:

1. 8

Ch. 14 CONTRACT FORMS IN GENERAL § 14.7 2. In all other respects, the Contract remains the same. In case of

conflict between any of the provisions of this Amendment and of the Contract, the provisions of this Amendment shall control.

IN WITNESS WHEREOF, the parties have signed this Amendment as of the ___ day of ------. 19_,

Witnesses

Witnesses

BUYERS:

_________ (SEAL)

SELLERS:

_________ (SEAL)

§ 14.7 Repair/Service Order-Form Estimated completion date:

Repair/Service Order Number:

Customer Name:

Address:

City & State: _______________ Zip:

_________ Nighttime phone: Daytime phone:

Article(s) received from Customer [list each and describe details]:

Service Instructions [list each and describe details]:

Estimated Charges: Estimated Materials and Labor: Tax: Total Estimate:

Deposit: Estimated Balance Due Upon Completion:

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Customer's Declared Value:

Salesperson:

Terms and Conditions of Acceptance of Order:

We ( ____ ) accept this order from you [Customer] only on these terms and conditions. You agree that the above Description and Instructions are correct; that we are not responsible for wording the above Description and Instructions; that the above estimated amounts are the minimum amounts that will be due for this work; that the exact amount may vary depending on the work that is done; that we are not responsible for the condition of the Articles; that we are not responsible for any loss or damage to the Articles or any part of them after they are returned to you; that you are responsible for inspecting these Articles when they are returned to you; that you waive any claims against us for damage, defects or delay when the Articles are picked up from us; that we are not responsible for returning these to you if a person who reasonably appears to represent you picks up these Articles for you; that we are not liable for any delay in doing this work and returning the Articles to you; that the above completion date is only an estimate; that we are not insuring these Articles; and that maintaining insurance on these articles is your responsibility.

___ disclaims any and all warranties, representations, and statements, express or implied, and shall not be liable for any loss, damage, theft, defects, delays or negligence, whether occurring before, during or after the work is done. We are not responsible for loss of diamonds or other stones from settings.

Customer hereby agrees to the above terms and conditions. Customer Signature: ____________ Date:

Repair/Service Receipt Form Repair/Service Order Number:

Customer Name:

Address:

City & State: --------------- Zip: Daytime phone: __________ Nighttime phone:

Article(s) received from Customer [list each and describe details ]:

Receipt:

Customer hereby acknowledges receipt of all of the above Articles in good condition and repair, hereby releases ___ from any and all liability for defects, damage, delay or negligence, and hereby acknowl-

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Ch. 14 CONTRACT FORMS IN GENERAL § 14.8 edges that ___ shall not be liable for any loss of diamonds or stones from settings. Customer Signature: ____________ Date:

§ 14.8 Customer Agreement DEALER: CUSTOMER: _____________ (use legal name) Tradename: _______________ (if any)

Parent company: (if any) Address:

Phone: <---,) ____________ _ Federal tax ID number: Sales tax dealer's certificate of

registration number: If from state other than Florida, attach copy of certificate of registration.

Customer is a: ___ Corporation-state of incorporation is:

___ Partnership-names of partners are:

___ Sole proprietor Customer's References (names and addresses):

Banks: Industry:

Dealer and Customer hereby agree that the following terms, provisions and conditions shall apply to all goods sold by Dealer to Customer, and that all goods are sold by Dealer to Customer upon the following terms, provisions and conditions:

1. Payment for goods purchased is due upon delivery of the goods to Customer, unless otherwise stated in an invoice for the goods purchased. As used in this Agreement, "delivery" includes, but is not limited to, actual delivery to Customer, or an order by Dealer to the warehouse where the goods are stored. All payments shall be made to Dealer at its office in ___ Florida. The place of sale of all goods is

Florida; provided however, that if Dealer sells goods to Customer during a closed season which prohibits the sale of the goods in the State of Florida, then Dealer and Customer shall arrange for such sales to be made in compliance with Florida law with a place of sale outside the State of Florida.

2. Customer shall be conclusively deemed to have accepted and agreed to any invoice from Dealer (including but not limited to the price, quantity, quality, and grade of the goods as stated on the invoice and any and all terms, provisions, conditions, agreements, representations and warranties on such invoices), unless Dealer receives written

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objection to such invoice from Customer within ten (10) days after the date the invoice is sent to Customer.

1 3. If Dealer does not receive written notice from Customer rejecting or revoking acceptance to any goods within five (5) days after delivery of the goods to Customer, then Customer shall have waived any right to reject the goods or to revoke acceptance of the goods. In no event may Customer setoff payment for any rejected goods against payment due on goods accepted.

4. If payment is not made when due, or if Customer otherwise violates this Agreement, Customer shall pay Dealer a late charge at the rate of eighteen percent (18%) per annum on the amount due, plus Dealer's reasonable attorneys fees for collection (including appeals), plus other costs of collection (including but not limited to long distance, copies, postage, filing fees, storage, and other expenses of collection). Venue for any litigation between the parties may be in ___ County, Florida. This Agreement, and all sales between the parties, shall be construed under Florida law.

5. In consideration of Dealer selling Customer goods from time to time, and for other good and valuable consideration, Customer hereby grants to Dealer a continuing lien and security interest in the following as security for the payment to Dealer of the purchase price and other amounts due from Customer to Dealer from time to time: all goods purchased from Dealer by Customer; all inventory of Customer now owned or hereafter acquired from Seller; all proceeds of the foregoing; and all accounts resulting from the foregoing. This lien shall constitute a continuing purchase money security interest in Customer's inventory. Dealer may file a photocopy of this Customer Agreement as a fmancing statement. Customer agrees not to commingle the collateral with other assets of Customer; Customer agrees to keep the collateral separate and identifiable. Customer also agrees to keep all proceeds of the collateral separate and identifiable; Customer agrees not to commingle the proceeds of collateral with other assets of Customer until Dealer is paid in full for that collateral. This security interest shall be construed under the Florida Uniform Commercial Code. This security interest shall continue for as long as Customer buys any goods from Dealer.

6. Dealer may from time to time sell Customer goods which are restricted under Florida law. For example, Dealer might sell Customer lobster during the closed season for resale outside the State of Florida. Customer hereby represents, warrants and agrees that it will not sell in the State of Florida any lobster which Dealer sells to Customer during the closed season. In all cases, Customer agrees to abide by and comply with all laws restricting the sale, disposition or other use of goods sold by Dealer to· Customer. It shall be solely Customer's responsibility to assure that such goods are reported to the State of Florida, if so

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Ch. 14 CONTRACT FORMS IN GENERAL § 14.8 required, and that such goods are stored, resold, and used in compliance with Florida law so as to avoid seizure or other action by the State.

7. The person signing this Agreement on behalf of Customer hereby represents and warrants that he or she is authorized to sign this Agreement on behalf of Customer and hereby personally guarantees the performance of this Agreement and payment by Customer. The parent company, if any, of Customer also guarantees performance of this Agreement and payment by Customer. The undersigned and the Customer hereby warrant that the information given above is true and correct in all respects. Customer hereby authorizes and directs the above-listed references to furnish Dealer with such information as Dealer requests from time to time concerning Customer.

8. Customer hereby certifies that all goods purchased from Dealer after the date of this Customer Agreement are purchased for resale so that there is no sales tax due upon sales from Dealer to Customer. This certificate shall continue in force until revoked by written notice from Customer to Dealer and to the Florida Department of Revenue. Customer hereby warrants that its sales tax dealer's certificate of registration number shown above is correct. If Customer is not a resident of Florida and does not have a Florida dealer's sales tax number, Customer warrants that all goods purchased from Dealer will be transported outside Florida by Customer for resale and for no other purpose.

9. Customer agrees to indemnify, defend and hold Dealer harmless of and from any and all claims, demands, liability, losses, expenses, attorneys fees, and other obligations incurred by Dealer which arise out of Customer's acts or omissions with respect to any goods sold by Dealer to Customer or with respect to any other matter or transaction between the parties, or which arise out of Customer's violation or alleged · violation of any law.

IN WITNESS WHEREOF, the parties have signed this Agreement on the dates set forth below.

Date: 19_ CUSTOMER:

By: (SEAL)

Title: Witnesses

DEALER:

Date: 19_

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§ 14.8 CONTRACT FORMS IN GENERAL Cb. 14

By: _______ (SEAL)

President

Witnesses

§ 14.9 Contract for Sale of Stock-Buyer's Form This contract made this ___ day of __ _, 19_, between

hereinafter called the "Seller", and __ _, hereinafter called the "Buyer".

WHEREAS, the Seller is the owner of some of the issued and outstanding shares of stock of ___ (which sometimes does business as the " ___ "), ___ INC., and ___ INC., all three being Florida corporations, hereinafter called the "Corporations"; and

WHEREAS, Buyer is the only other major shareholder of the Corporations, and Buyer desires to become the only shareholder of the Corporations; and

WHEREAS, the Seller desires to sell all of his shares of such stock, and the Buyer desires to purchase all of such shares of stock, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereto agree as follows:

1. Sale of Stock. The Buyer will purchase, and the Seller will sell, all of Seller's shares of stock of the Corporations so that Buyer is the sole owner of all shares of stock of the Corporations except for the one share of stock owned by ___ and the one share of stock owned by __ _

2. Purchase Price. The purchase price for the shares shall be as follows:

(a) ___ Dollars ($ ___ ) for all of Seller's shares of stock of ___ Inc.

(b) ___ Dollars ($ ___ ) for all of Seller's shares of stock of ___ Inc.

(c) ___ Dollars ($ ___ ) for all of Seller's shares of stock of ___ Inc.; provided however, that this price is reduced by the sum of $ for a final purchase price of $---3. Payment. The Buyer shall pay Sellers the purchase price as

follows: (a) The cash sum of $, ___ has been paid to Seller by Buyer

prior to the date of this Contract, which is applied as follows: (1) $ ___ as full payment for the shares of ___ Inc. (2) $ ___ as full payment for the shares of ___ Inc. (3) $ ___ as partial payment for the shares of __ _

Inc.

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Ch. 14 CONTRACT FORMS IN GENERAL § 14.9 (b) The balance of the purchase price of the shares of __ _

Inc. shall be evidenced by, and Buyer shall execute and deliver to Seller at closing, a promissory note which shall provide for a principal amount of$, ___ and shall be payable in equal month-ly instalments of$, ___ each (including principal and ___ % per annum interest) for ___ months beginning __ _, 19_. The note shall be secured by a security agreement signed by Buyer pledging to Seller a lien on the shares of stock of ___ Inc. sold pursuant to this Contract plus that number of shares owned by Buyer so that 50% of the issued and outstanding shares of said Corporation are pledged.

4. Bank Loans. Seller has personally guaranteed payment of a loan from ___ to ___ Inc. Buyer shall make good faith and diligent efforts to have Seller's guaranty of said promissory note cancelled. In the event that said bank shall fail or refuse to cancel Seller's personal guaranty by __ _, 19_, then Buyer shall indemnify and save harmless the Seller of and from any and all damages arising out of or resulting from nonpayment of the said loan.

5. Closing. The closing shall be held on the same date as this Contract and shall be held simultaneously with the execution of this Contract at the office of the attorney for the Buyer in __ _, __ _ County, Florida.

6. Representations and Warranties. The Seller represents and warrants to Buyer as follows, each of which shall survive the closing:

(a) ___ Inc., ___ Inc. and ___ Inc. are the only Corporations of which Seller owns any stock in common with Buyer.

(b) There are no other partnerships, joint ventures or other entities or investments in which Seller is a common owner with Buyer, except for the building in ___ County, Florida, which is owned by Buyer and Seller at the time of signing this Contract.

(c) Seller has no claims against any of the three Corporations and is not owed any money, dividends, interest, loans, compensation or other amounts by any of the three Corporations.

(d) Seller does not hold any promissory note or other evidence of an obligation owed by any of the three Corporations to Seller.

(e) The shares of stock which are being sold pursuant to this Contract by Seller to Buyer constitute all of the issued and outstanding shares of stock of the three Corporations which are owned by Seller or anyone related to Seller. All of such shares have been validly issued and are fully paid and nonassessable. There are no outstanding subscriptions, options, or other agreements obligating any of the corporations to issue additional amounts of its shares or any other securities of any class to Seller or anyone related to Seller.

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(t) Seller has good and marketable title to all of the shares of corporate stock being sold under this Contract; and Seller has the absolute right to sell, assign, and transfer the same to Buyer; and the transfer shall be free and clear of all liens, pledges, security interests or encumbrances of any kind.

7. Benefit. This Contract shall be binding upon and shall inure to the benefit of the respective heirs, assigns, and legal representatives of the parties hereto.

8. Fees and Expenses. Each party hereto shall pay all of its own fees and expenses incurred with respect to this Contract.

9. Resignation. Seller shall deliver to Buyer at closing his written resignation from all positions in the Corporations which he may now hold, including but not limited to officer, director and employee.

10. Release. Seller hereby releases and discharges Buyer and each Corporation of and from any and all claims, demands, liabilities, actions, causes of action, damages, expenses, attorneys fees, and other obligations which Seller has or may have against Buyer or any of the Corporations by reason of any matter, cause or thing whatsoever from the beginning of time to the date of this Contract, except the obligations of Buyer arising pursuant to or as acknowledged by this Agreement. This provision shall survive the closing.

11. No Compete. Seller hereby agrees and covenants with Buyer, for the benefit of Buyer and for the benefit of the Corporations, that Seller will not, directly or indirectly, operate, own, manage, join, be employed by, participate in, or be connected in any other way with the sale or manufacturing of ___ within the Florida counties of

_____ _, ______ or ___ for a period of __ _

(_) years after the date of closing; and that Seller will not, directly or indirectly, compete with Buyer or any of the three Corporations or any other business or corporation of Buyer within the aforesaid counties during the aforesaid period of time. Seller agrees that the remedy at law for breach of any of these covenants may be inadequate and that injunctive relief for any violation shall be a proper remedy, among other remedies.

12. Lawsuits. (a) ___ Inc., Buyer and Seller are parties defendant to a certain lawsuit filed in ___ County, Florida. Seller shall pay one-half of the attorneys fees and expenses of defending or settling said lawsuit, and Seller's share shall not exceed $, __ _ Buyer shall keep Seller reasonably informed as to the status of the lawsuit.

(b) Buyer agrees to indemnify and save harmless the Seller of and from any liability that may arise against Buyer in favor of ___ from past dealings of ___ Inc. with Dave Pascarelli.

16

Ch. 14 CONTRACT FORMS IN GENERAL § 14.10 13. Set-Off. Buyer may set off against the note any amounts due

from Seller under paragraph 12 (Lawsuit) above. Buyer may also set off against the note the sum of $ ___ for merchandise received by Seller.

14. Credit Life Insurance. As further security for the prom~ ry note referred to in paragraph 3(b), Seller is hereby authorized to obtain, at his own cost, on or before __ _____, 19_, life insurance on the life of the Buyer in the amount of the obligation of Buyer to Seller, and Buyer shall cooperate with Seller in obtaining such insurance including acknowledging to the insurance company that Seller has an insurable interest in his life and submitting to any medical examinations as may reasonably be required to enable Seller to obtain such life insurance. The proceeds of any life insurance in excess of the outstanding amount due Seller from Buyer shall be payable to Buyer's estate, and the life insurance policy shall so provide.

15. Miscellaneous. This Contract represents the entire agreement between the parties, and may be modified only in a writing signed by all parties hereto. This Contract supersedes any and all previous contracts, understandings or agreements, oral or written. This Contract shall be governed by the laws of the State of Florida.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.

Signed, sealed and delivered in the presence of:

Witnesses

Witnesses

SELLER:

________ (SEAL)

BUYER:

_________ (SEAL)

§ 14.10 Agreement to Sell Stock AGREEMENT made as of __ _, 19_, but signed on the __ _

day of __ _____, 19_, between ___ INC., a Florida corporation, hereinafter called the "Corporation", ___ and __ _, hereinafter sometimes called the "---", and __ _____, hereinafter sometimes called "---"

WHEREAS, each of __ _, ___ and ___ owns __ _ shares of the stock of the Corporation and each desire to sell their shares of stock to the Corporation; and

17


WHEREAS, ___ own __ _, which sells ___ t.o the Corporation and t.o which the Corporation owes a certain balance on account as of the date this Agreement is signed, which balance the parties desire to agree upon;

NOW, THEREFORE, in consideration of their mutual promises made herein, the parties hereby agree as follows:

1. Sale of Stock. The parties agree that ___ and __ _ shall sell to the Corporation, and the Corporation shall purchase from ___ and __ _, all of their ___ shares of stock in the Corporation for a total purchase price of ___ Dollars ($, ___ .) in cash upon delivery of the assignments and stock certificates, which price shall be divided equally among the sellers so that $, ___ is paid to each of __ _, ___ and __ _

2. Resignations. The ___ and ___ shall resign as of-ficers and employees of the Corporation, as of __ _, 19_.

3. Termination of Stock Purchase Agreement. The parties agree that the Stock Purchase Agreement dated __ _, 19_, and the Joinder to Stock Purchase Agreement dated ___ 19_, are hereby terminated effective __ _, 19_.

4. Effective Date. The effective date of this Agreement for all purposes shall be __ _, 19_, which is the date that the parties began performing this Agreement and acting as though the transfers and resignations had taken place.

5. Balance of Accounts. The parties agree that the amount owed by the Corporation to ___ as of the date this Agreement is signed (which is after __ _, 19_) is $___ A detailed statement of that balance is attached hereto as Exhibit "A". ___ has signed this Agreement solely for the purpose of confirming and agreeing to this balance.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

---------- Buyer

By: By:

Title: Title:

Sellers:

18

Ch. 14 CONTRACT FORMS IN GENERAL § 14.12

§ 14.11 Escrow Agreement THIS AGREEMENT is made and entered into this _th day of

---, 19_, by and between ___ (" ___ "), (" ___ "), and ___ ("Escrow Agent'').

The parties hereto agree as follows: 1. Stock Certificate No. _ of ___ Inc. (the "Certificate")

issued to ___ and representing _ shares of the common stock in ___ Inc. is hereby delivered to the Escrow Agent and the Escrow Agent acknowledges receipt of the Certificate.

2. The Escrow Agent agrees to hold the Certificate in escrow and to release the Certificate from such escrow only at such time as the Escrow Agent is in a position to execute as Escrow Agent the Agreement Pledging Stock, a copy of which is attached hereto as Exhibit A.

3. ___ and ___ agree to use their best efforts to take all actions necessary to put the Escrow Agent in a position to execute the Agreement Pledging Stock.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

WITNESSES:

As to all

§ 14.12 Restrictive Covenant Agreement AGREEMENT made between __ __, a Florida corporation, here

inafter called "Buyer", and __ __, hereinafter called "Seller". WHEREAS, Seller is a shareholder of Buyer and is simultaneously

selling all of his ___ shares of Buyer's stock to Buyer pursuant to a certain Contract For Redemption of Shares of even date herewith, hereinafter called the "Contract"; and

WHEREAS, the parties desire that Seller enter into covenants with the Buyer, including but not limited to those allowed by Florida Statutes Section 542.33; and

NOW THEREFORE, in consideration of the sum of ___ Dollars ($, ____ ) paid by Buyer to Seller pursuant to the Contract, receipt of which sum is hereby acknowledged, Seller and Buyer hereby agree as follows:

1. Noncompete. For the period beginning on this date and ending five (5) years after this date, Seller will not operate, own, consult for, or be employed by (including but not limited to acting as an agent,

19


employee, independent contractor, officer, director, shareholder (except that Seller may own up to five percent (5%) of the outstanding shares of a corporation listed on the New York or American stock exchanges), partner, joint venturer or in any other capacity), any other business which competes with Buyer's business, or any part of it, in any state or territory of the United States. Seller may consult for others in the microwave industry as long as they do not compete with Buyer's business.

2. No Carry on Similar Business. For the period beginning on this date and ending five (5) years after this date, Seller will not carry on or engage in a business similar to Buyer's business, or any part of it, in any state or territory of the United States.

3. No Solicit Customers. For the period beginning on this date and ending five (5) years after this date, Seller will not solicit customers of Buyer in any state or territory of the United States.

4. No Solicit Employees or Contractors. For the period beginning on this date and ending five (5) years after this date, Seller will not solicit employees of Buyer or independent contractors of Buyer to cease employment with Buyer or to cease working for Buyer or to go to work for anyone other than Buyer.

5. Nondisclosure. For the period beginning on this date and ending five (5) years after this date, Seller will not disclose any Proprietary Confidential Information of Buyer to anyone.

6. Meanings. The following terms shall include the following provisions:

6.1. "Buyer's business" includes a ___ shop for the manufac-ture of __ _, and it also includes the purchasing, selling, reselling, servicing, repairing, designing and manufacturing ___ and other ___ for ___ systems of all types.

6.2. "Proprietary Confidential Information" includes, but is not limited to, customer lists, supplier lists, employee records, methods of operation, cost and pricing schedules, inventories, sales and marketing plans, projections, financial statements, books and records.

7. Breach. In case of breach of this Agreement by Seller, Buyer shall give Seller written notice and a reasonable opportunity to cure the breach. If the breach continues, Buyer shall be entitled to equitable and injunctive relief to restrain Seller from violations of the covenants herein. Such relief shall be in addition to and cumulative of any other remedy available to Buyer for the breach of the covenants. The parties agree that, if Seller violates any of these covenants, Buyer would not have an adequate remedy at law and that Buyer would be irreparably harmed. The prevailing party in any litigation involving this instrument shall be entitled to recover reasonable attorneys fees.

8. Assignment. This Agreement may not be assigned or delegated by Buyer.

20

Cb. 14 CONTRACT FORMS IN GENERAL § 14.13 IN WITNESS WHEREOF, the parties have executed this Agree-

ment as of the ___ day of ___ 19_.

________ (SEAL)

Witnesses

___ a Florida Corporation

By: ______ (SEAL)

Witnesses

§ 14.13 Non-competition Agreement THIS AGREEMENT, entered into this ___ day of __ _,

19_, by and between __ _, INC., a Florida corporation, hereinafter referred to as "Seller", and __ _, individually, hereinafter referred to as "---", and __ _, INC., a Florida corporation, hereinafter referred to as "Buyer".

WITNESSETH: WHEREAS, the Seller has agreed to sell to the Buyer a certain

business known as ___ located at ______ Florida; and

WHEREAS, as part of the consideration of the sale, the parties have agreed that the Seller and ___ shall execute a non-competi-tion agreement in favor of the Buyer;

NOW, THEREFORE, it is agreed as follows: 1. Seller agrees that it will not open or own, directly or indirectly,

a ___ store within ___ ( ) miles of ______ _, Florida, within ___ ( ) years after this date.

2. ___ agrees that he will not open or own, directly or indirectly, a ___ store within ___ ( ) miles of __ _ __ _, Florida, within ___ ( ) years after this date.

3. This Agreement is made in the State of Florida and shall be governed by Florida law.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

____ Individually

Witnesses

__ _, a Florida Corporation

21

§ 14.13

Witnesses

Witnesses


By: __ __, as President

Ch. 14

__ __, a Florida Corporation

By: ___ as President

§ 14.14 Letter of Intent for Possible Contract for Sale of Assets

Seller:

Buyer:

Business:

Date: This is a non-binding letter of intent that contains provisions which

are being discussed for a possible sale of the Business named above from the possible Seller named above to the possible Buyer named above. This is not a contract. This is not a legally binding document. This is being signed in order to enable the potential buyer to apply for fmancing of the purchase price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees, attorneys and accountants and the possible lenders of the Buyer. The terms of the transaction being discussed are attached hereto, but the terms (and the possible sale itself) are not binding unless and until they are set forth in a written contract signed by Seller and Buyer. The word "shall" is used in the attached terms only as an example of how a contract might read, and it does not mean that the attached terms are or ever will be binding.

Witnesses

Witnesses

Seller:

________ (Seal)

Buyer: _________ (Seal)

22


§ 14.15 Letter of Intent for Possible Contract for Exchange or Sale of Assets

Seller:

Buyer:

Business:

Date: This is a non-binding letter of intent that contains provisions which

are being discussed for a possible sale or exchange of the Business named above from the possible Seller named above to the possible Buyer named above. This is not a contract. This is not a legally binding document. This is being signed in order to enable the potential buyer to apply for financing of the purchase price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees, attorneys and accountants and the possible lenders of the Buyer. It is not known at this time whether this transaction would be structured as a sale or as an exchange. The terms of the transaction being discussed are attached hereto, but the terms (and the possible sale or exchange itself) are not binding unless and until they are set forth in a written contract signed by Seller and Buyer. The word "shall" is used in the attached terms only as an example of how a contract might read, and it does not mean that the attached terms are or ever will be binding.

Witnesses

Witnesses

§ 14.16 Sales Contract

Seller:

__________ (Seal)

Buyer:

_________ (Seal)

AGREEMENT made between ___ INC., a Florida corporation, of -----. __ __, Florida , herein called "Seller", and __ _, INC., doing business as ___ , of __ _, __ _, __ _, herein called "Buyer".

In consideration of their mutual promises and undertakings made herein, the parties hereby agree as follows:

1. Sale. Seller shall sell to Buyer, and Buyer shall purchase from Seller, fifteen (15) deluxe model widgets.

23


2. Price. Buyer shall pay Seller the price of ___ Dollars ($ ___ )_ per widget, for a total price of ___ Dollars ($ ___ ), plus all sales tax, if applicable. The price includes freight, delivery and installation charges. Payment for each widget and its sales tax shall be due upon delivery of the widget. Buyer hereby grants to Seller a security interest in each widget purchased hereunder, which security interest shall continue until Buyer fully pays Seller for each such widget, and this Contract shall constitute a security agreement under the Florida Uniform Commercial Code.

3. Delivery. Seller shall deliver the widgets to Buyer at the locations specified by Buyer. The widgets shall be delivered separately as received by Seller such that the last widget is delivered by __ _, 19_.

4. Trade-In Allowance. Buyer owns two widgets, which Seller shall allow as trade-ins on two of the widgets to be purchased hereun-der. Seller shall allow the sum of ___ Dollars ($. ___ ), as the trade-in value of each of the two widgets, to be deducted from the sales price of two of the widgets purchased hereunder.

5. Inspection. Buyer shall inspect each widget upon delivery and shall immediately inform Seller of any nonconformity. If Buyer fails to inspect any widget, inspection of that widget is deemed waived. Once Buyer has inspected a widget or waived inspection, Buyer shall not revoke acceptance of the widget.

6. Warranty. Seller warrants each widget sold hereunder to be free of defects in material and workmanship for a period of one (1) year after delivery of the widget. Any such defect must be reported to Seller within the one-year period to be covered under this warranty. If a defect exists under this warranty Seller shall repair or replace the defective widget or widget part, without charge to Buyer. Seller shall not be liable for any damages, direct or consequential. This express warranty is given in lieu of all other warranties and implied warranties, which are hereby disclaimed.

7. Miscellaneous. This Contract shall be governed by Florida law. Buyer may not assign its rights or delegate its duties under this Contract without the prior written consent of Seller.

IN WITNESS WHEREOF, the parties hereto have executed this Contract on this ___ day of __ _, 19_.


Witnesses

24

"Seller"

---, a Florida Corporation

By:

Title:

Ch. 14 CONTRACT FORMS IN GENERAL § 14.17 "Buyer"

By:

Title: Witnesses

§ 14.17 Display Agreement AGREEMENT made this ___ day of ___ 19_, between

__ _, INC., a Florida corporation, hereinafter called "ABC", and ___ INC., a Florida corporation, hereinafter called "XYZ".

WHEREAS, ABC is a retail dealer of widgets and desires to display widgets in its store locations; and

WHEREAS, XYZ is a wholesale and retail dealer of widgets and has widgets available for display;

NOW, THEREFORE, in consideration of their mutual promises and undertakings made herein, and for other good and valuable consideration, the parties hereby agree as follows:

1. Widgets on Display. XYZ hereby agrees to provide ABC with widgets for display by ABC at its store locations. The number of widgets to be displayed shall be determined from time to time by XYZ and ABC jointly. Wherever used herein, the word "widgets" shall refer to the widgets provided by XYZ to ABC for display.

2. Ownership of Widgets. Ownership of these widgets shall remain in XYZ while they are on display. ABC shall have the right to purchase widgets on display and to resell them by paying XYZ its cost for each widget including shipping costs.

3. Reimbursement. XYZ shall not charge ABC a fee for the widgets on display, but ABC shall pay XYZ quarterly an amount equal to ___ per cent(, ___ %) of XYZ's cost for the widgets on display to reimburse XYZ for its cost of carrying the widgets in its inventory.

4. Not a Lease. This Agreement is not a lease of the widgets, but is merely an agreement for the use of widgets for display purposes.

5. Insurance. ABC shall furnish and pay for casualty insurance on the widgets on display, which insurance shall show XYZ as owner of the widgets and ABC as bailee.

6. Term. The term of this Agreement commences as of the date first above written and shall continue until cancelled by either party by three (3) months' written notice to the other party. Once a widget has been delivered to ABC for display, XYZ may request that the widget be returned to XYZ only if ABC consents to the return or if the term of this Agreement has ended.

25


7. Inspection. XYZ shall have the right to inspect the widgets on display on the premises of ABC at reasonable times during the term of this Agreement.

8. Care. ABC shall display the widgets in a careful manner and shall maintain them in good repair and condition, subject to ordinary wear and tear.

9. Assignment. This Agreement may not be assigned or delegated by either party without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

§ 14.18 Contract for Purchase of Goods AGREEMENT made this ___ day of __ _, 19_, between

called "Seller", and __ _, INC., a Florida corporation, hereinafter called "Buyer".


1. Sale of Goods; Warranties. Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, the goods listed on the attached Schedule A, which are hereinafter called the "Items" or "Item." Seller warrants and represents to Buyer that each Item shall be new and unused. Seller also warrants that each Item shall be the genuine original Item known by its trademark and not a substitute of any kind.

2. Price and Payment. The purchase price for each Item shall be as listed next to its trademark name on the attached Schedule A. Buyer agrees to pay Seller the purchase price of each Item upon delivery and inspection of the respective Item. The purchase price includes the cost of delivery and set-up.

3. Delivery and Inspection. Seller shall deliver and set up each Item at __ __, __ __, Florida. Seller shall notify Buyer of the exact date and time of delivery, which must be a date and time convenient to Buyer. Buyer shall have the right to inspect each Item prior to payment.

4. Warranties. Seller shall provide Buyer the manufacturers' sixty (60) day warranties on the Items, and shall provide warranty service to Buyer for those warranties. In addition, Seller warrants to Buyer that each Item shall be free of defects in the above materials or workmanship for a period of ninety (90) days after delivery and Seller shall promptly cure any such defect by repair or replacement at Seller's expense.

5. "Exchange" Program. Seller agrees to re-purchase from Buyer such of the Items as Buyer may request Seller to re-purchase or

26

Ch. 14 CONTRACT FORMS IN GENERAL § 14.18 exchange from time to time. Seller agrees to pay Buyer if a sale, or to give credit to Buyer if an exchange, the most current book value of the Items sold or exchanged. Buyer will not require Seller to re-purchase for cash more than five (5) Items in any three (3) month period. Buyer is not obligated to re-sell Items to Seller, and Buyer may re-sell them to anyone at any time. If an exchange, Buyer shall choose the specific Items to be furnished by Seller in the exchange, which may be either a new or a used Item. If it is a used Item, then the value of the Item furnished by Seller in the exchange shall be the most current book value. In case of an exchange, the Item furnished by Seller shall conform in all respects to this Contract, and the warranties and all other provisions of this Contract (including this "exchange" program) shall fully apply to that Item. The provisions of this paragraph with respect to the Buyer's rights in exchanges shall apply to all future purchases of Items by Buyer unless such purchases are governed by other purchase agreements with provisions contrary to these.

6. Service. Seller agrees to provide Buyer service and maintenance of Items beyond warranty, upon Buyer's request, at a rate of ___ Dollars ($ ____ ) per service call, which includes travel time (to and from the Item's location) and the serviceman's first half(½) hour of work on the Item. Additional work on an Item is charged at the rate of ___ Dollars ($ ____ ) per hour. Seller shall respond to each service call of Buyer by dispatching a serviceman to the Item within twenty-four (24) hours after the service call. Each service call must be verified by written consent of Buyer or Buyer's authorized representative. These rates are subject to change by Seller by written notice from Seller to Buyer at least thirty (30) days prior to the effective date of the change. Seller agrees that the rates it charges Buyer will be at least as favorable to Buyer as the rates Seller charges to Seller's best customers. Seller agrees that Buyer may at any time elect to be covered by Seller's deluxe service arrangement, which is presently ___ ($, ___ ) per month per Item and which includes all labor, and all parts except __ _

7. Consulting. Seller agrees to provide Buyer consulting services from time to time upon Buyer's request at a rate of ___ Dollars ($ __ _, per hour. The consulting services will include such matters as promotion, advertising and decorating techniques. Before billing Buyer for any such service, Seller must have Buyer's written statement agreeing that Seller has furnished consulting services. Seller will not charge Buyer for the usual telephone calls and questions relating to the purchase of Items.

8. Miscellaneous. All of the provisions of this Contract shall survive the delivery and payment of the Items. This Contract shall inure to the benefit of the parties and their respective successors and assigns. This Contract shall be governed by Florida law. The paragraph headings of this Contract are for convenience only.

27


IN WITNESS WHEREOF, the parties hereto have executed this Contract the day and year first above written.

§ 14.19 Agreement Between Video Game Owner and Game Room Operator

AGREEMENT made this ___ day of __ _, 19_, between __ _, a Florida corporation, of Florida, hereinaf-ter called "Owner", and ___ of Florida, hereinaf-ter called "Operator".

WHEREAS, Owner owns certain electronic video games and desires to make those games available for use by the public for a fee; and

WHEREAS, Operator leases space for operation of a game room in the ___ Shopping Center and desires to place Owner's video games in the game room;

NOW THEREFORE, in consideration of their mutual promises made herein, the parties hereby agree as follows:

1. Video Games. Owner hereby agrees to place and keep at least ___ ( ) video games in Operator's game room, and Operator hereby agrees to allow and license the Owner the right to place and keep at least ___ ( ) video games in said game room. Owner shall pay Operator $, ___ per month, plus Florida sales tax, as rent for the space occupied by the video games. Owner shall continue to exclusively own and possess the video games. Owner shall be the owner of all proceeds and revenue derived from charges for use of the video games by the public. Owner shall purchase tokens for use by the public to operate the video games, and Owner shall be the owner of all tokens.

2. Game Room. Operator shall lease the space in the __ _ Shopping Center known as __ _, __ _, Florida. Wherever used in this Agreement, the term "game room" shall refer only to that location, unless Owner agrees in writing otherwise. Operator shall be the proprietor of the game room and shall be solely responsible for all expenses of the game room except expenses relating to specific video games. Operator shall operate the game room under the fictitious name "---", shall register said name as its fictitious name pursuant to Florida Statutes § 865.09 and shall furnish to Owner a copy of its recorded affidavit of fictitious name registration within forty-five (45) days after the date of this Agreement. If Operator ceases to operate the game room under that trade name, Owner shall have the exclusive right to use that trade name.

3. Game Room Lease. Operator agrees to furnish to Owner a copy of the written lease agreement to the game room for Owner's approval prior to the video games being placed in the game room. The written lease agreement shall specifically allow Owner to assume the Operator's rights under the lease in case Operator defaults or terminates the lease, and shall grant Owner the right of first refusal to lease

28

Ch. 14 CONTRACT FORMS IN GENERAL § 14.19 the space if Operator ceases to lease the space for any reason. If Owner assumes the lease or subsequently leases the space, Owner shall have the exclusive right to use the trade name. All fixtures and equipment in the game room other than Owner's video games shall remain the property of Operator unless otherwise specified. Operator shall furnish Owner a duplicate key to the game room premises.

4. Game Room Operation. Operator shall have the following duties and responsibilities at its own expense:

(a) Operator shall supervise use of the video games in the game room.

(b) Operator shall open the game room to the public by at least 10:00 A.M. every day, shall close it to the public no earlier than 9:00 P.M. every day and shall keep it open to the public continuously during those hours.

(c) Operator shall prohibit smoking in the game room at all times.

(d) Operator shall obtain and keep in force any and all licenses, permits or approvals required for operation of the game room, including but not limited to occupational licenses, building and occupancy permits, and zoning requirements.

(e) Operator shall safeguard Owner's video games at all times. Operator shall operate the game room in a manner that minimizes the risk of abuse and other loss or damage to Owner's video games. Operator shall adopt rules for use of the video games by the public in this regard.

(f) Operator shall employ such persons as are necessary to properly staff the game room. Operator shall instruct and train its staff on the proper care and protection of Owner's video games.

(g) Operator shall clean and examine each video game on a regular, daily basis to assure that each video game is in good condition and operates properly.

(h) Operator shall maintain Owner's video games and keep them in good repair at all times. Operator shall regularly inform Owner as to repairs made to the video games. Operator shall promptly call Owner's video game supplier to repair any video game defect which is covered by warranty. Operator shall itself attempt to repair any other defect. If Operator is unable to repair such defect, ___ (and any other person authorized in writing by Owner) shall have the video game repaired by Owner's video game supplier or such other repairman chosen by Owner. Owner and Operator shall equally pay the cost of video game repairs made by such supplier or repairman other than Operator, provided that Owner must first consent in writing to any video game repairs which exceed a total of ___ Dollars ($ ___ ,) in any one-month period.

9 Fla.Legal Form&-Speclallzed Fann~ 29


(i) Operator shall regularly promote and advertise the game room and Owner's video games. Owner has the right to approve all promotions and advertising in advance. Owner and Operator shall equally pay the cost of promotion and advertising of the video games. Owner and Operator expect the cost of media and print advertising to be ___ percent ( ___ %) of the gross revenue from the video games.

G) Operator shall be solely responsible for all salaries, utilities, building rent and all other expenses relating to the game room and its operation, as opposed to the video games.

(k) Operator shall obtain and maintain all insurance required for operation of the game room, such as workmens compensation, and shall also obtain liability insurance, fire and extended coverage insurance and such other insurance as Owner requires. Operator shall furnish Owner copies of all such insurance policies, together with the consents of each insurance company to notify Owner at least twenty (20) days prior to the lapse of any policy.

(l) Operator shall assist Owner in obtaining such insurance on Owner's video games and fidelity bonds on Operator and Operator's game room staff as Owner desires to obtain.

(m) Operator shall comply with all applicable laws, regulations, ordinances, codes, orders and decrees of all municipal, county, state and federal agencies and other governmental or quasigovernmental units.

5. Compensation. In consideration of Operator performing its obligations under this Agreement, Owner agrees to pay Operator week-ly during the term of this Agreement an amount equal to ___ ( ) of the gross revenue of the Owner's video games in the game room during that week.

6. Collections; Tokens. The video games shall be operated by tokens which shall be owned by Owner and shall be distributed by Operator as agent for Owner to the public at prices determined in accordance with Paragraph 11 (Video Game Charges). All revenue and proceeds of the video games and tokens shall belong to Owner. Owner shall own and possess the only keys to the video games and their collection boxes. Owner anticipates collecting all revenue and proceeds of the video games at least weekly. Owner may authorize and direct others in writing to collect the revenue and proceeds, which shall still belong to Owner. Owner shall be present whenever a video game collection box is opened, unless Owner agrees otherwise in writing prior to that opening. Each token shall represent one-quarter of a U.S. dollar. Operator shall hold all revenue and proceeds of tokens and video games in trust for Owner. Operator agrees to pay the revenue and proceeds to Owner upon demand. The tokens do not constitute money, but are for convenience in operating the video games. The

30

Ch. 14 CONTRACT FORMS IN GENERAL § 14.19 proceeds of the distribution of tokens shall be deemed to be proceeds and revenue of the video games for the purposes of this Agreement.

7. Limitation of Authority; No Partnership. The powers and authority granted in this Agreement to Operator by Owner are limited to those listed in this Agreement. The Owner and Operator are not, and shall not be construed to be, partners or joint venturers. The Operator and its staff are not employees of Owner.

8. Term. The term of this Agreement is ___ ( ) years begin-ning the date first above written. Owner shall have the option to renew this Agreement for an additional term of ___ ( ) years by giving written notice to Operator before the expiration of the term.

9. Default. If Operator timely fails to perform any provision of this Agreement, Operator shall be in default and Owner may assume operation of the game room to protect its interest after giving Operator forty-eight (48) hours prior written notice, which may be given by posting to the game room office door. Operator grants Owner a security interest in the Operator's fixtures, equipment, leasehold improvements, inventory, trade name, leasehold, and tangible personal property of the game room.

10. No Compete. During the term of this Agreement, Operator agrees not to engage, be employed by, own, operate or otherwise be involved in any other game room located within a radius of ___ ( ) miles of this game room. Owner may enforce this covenant by injunction.

11. Video Game Charges. Owner shall determine the amount charged to the public for each video game. Operator shall assist Owner in making that decision from time to time as requested by Owner. Owner may determine that tokens may be distributed at a discount from time to time, the amount of which discount shall be a promotional expense under Paragraph 4(i) of this Agreement.

12. Additional Video Games. If Operator desires to place additional video games in its game room and Operator does not place its own video games there, Operator shall offer Owner the opportunity to place additional video games in the game room under this Agreement prior to offering that opportunity to anyone else.

13. Florida Law. This Agreement shall be governed by Florida law.

14. Benefit; Assignment. This Agreement shall inure to the benefit of the parties and their respective heirs, successors and assigns; provided however, that Operator may not assign or delegate any of its rights or duties under this Agreement without the prior written consent of Owner. Owner agrees to consent to Operator assigning its rights and delegating its duties under this Agreement to a Florida corporation to be owned solely by Operator provided that Operator shall remain personally liable on this Agreement as a primary obligor.

31

§ 14.19 CONTRACT FORMS IN GENERAL Cb. 14

15. Loan to Operator. Owner agrees to loan Operator the sum of ___ Dollars ($·--~> for the Operator's initial start-up ex-penses, inventory and fixtures. Operator shall execute a promissory note payable to Owner in said amount which shall be payable in one payment of principal on or before one year after the date of this Agreement.

16. Video Game Licenses. Owner shall pay for all licenses for its video games. Operator shall assist Owner in obtaining the licenses.

17. Entire Understanding. This Agreement is the entire understanding of the parties and may not be amended or varied except by a written agreement signed by the party against whom enforcement is sought.

18. Headings. The paragraph headings of this document are for convenience only and are not a substantive part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

§ 14.20 Termite Control Contract and Limited Warranty THIS CONTRACT made this ___ day of __ _, 19_, by and

between ___ Inc., of __ _, __ _, Florida ___ hereinaf-ter "Company," and ___ of __ _, __ _, Florida __ _, hereinafter "Purchaser," for the premises located at __ _, __ _ Florida __ _, hereinafter the "Premises."

TYPE OF WOOD DESTROYING ORGANISMS TREATED: ALL SUBTERRANEAN TERMITES INCLUDING FORMOSAN TERMITES (ADDITIONAL CHARGE OF $ _____ ).

ALL SUBTERRANEAN TERMITES EXCLUDING FORMOSAN TERMITES. OTHER-SPECIFY-· ___________ _

ANTICIPATED DATE OF TREATMENT: For $. __ _, Company shall treat the building on the premises

described above ("Premises'') for the infestation of the type of wood destroying organism set forth above.

Upon receipt of full payment as required herein, Company war-rants its service as follows:

LIMITED WARRANTY: Company warrants that it will provide retreatment for one (1) year after treatment, at no extra charge to Purchaser, if an infestation of the same type of wood destroying organism as indicated above is discovered and reported to Company while this warranty is in effect. THIS LIMITED WARRANTY DOES NOT COVER ANY DAMAGE TO THE STRUCTURE OR ITS CONTENTS. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE TO THE STRUCTURE OR ITS CONTENTS. THE

32

Ch. 14 CONTRACT FORMS IN GENERAL § 14.20 COMPANY'S LIABILITY SHALL BE LIMITED TO RETREATMENT OF THE STRUCTURE. ALL OTHER WARRANTIES AND LIABILITIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY LIABILITY FOR THE NEGLIGENCE OF COMPANY, ITS AGENTS OR EMPWYEES, INCLUDING NEGLIGENCE IN THE APPLICATION OF PESTICIDES, INSPECTION OR REINSPECTION.

GENERAL TERMS AND CONDITIONS

1. On or before the date of treatment, Purchaser shall pay Company the price set forth above.

2. Purchaser may obtain annual extensions of this Contract by paying an Annual Renewal Fee to be determined by Company on an annual basis and having the Premises reinspected by Company. This Contract, and the limited warranty contained herein, shall terminate, be automatically cancelled and of no further force or effect if the Annual Renewal Fee is not paid on or before the expiration date of the initial limited warranty (or any valid annual extension thereof) or if Purchaser shall fail and refuse to provide Company access to the Premises for purposes of reinspection prior to the expiration of the initial term of this Contract or any valid annual extension thereof. Company reserves the right to change the Annual Renewal Fee from time to time.

3. The above limited warranty and Company's obligations to Purchaser is void if any of the following occur:

a) The Premises are modified or altered in such a manner as to render retreatment more difficult or hazardous.

b) Company is prevented from fulfilling its responsibilities under the terms of this Contract due to the failure of Purchaser to allow Company access to the Premises for any of the purposes contemplated by this Contract including reinspection, whether such reinspection was requested by the Purchaser or deemed necessary by Company.

c) Purchaser fails to notify Company of any addition to or structural alteration of the Premises or the addition of any new wood to the Premises (including wooden furniture), and give Company an opportunity to reinspect the Premises, at an additional reasonable charge.

4. This Contract applies only to the wood destroying organism listed above and not to any other wood destroying organism. Company expressly disclaims any liability for damages resulting from any wood destroying organism not indicated above.

33


5. This Contract contains the entire agreement between the parties. All previous contract.a, warranties, representations, promises, bonds and covenant.a between the parties or their successors are hereby expressly revoked, cancelled, terminated, and of no further force or effect. There are no warranties (express or implied, general or limited), representations, promises or covenant.a made by Company except as are specifically recited herein. Purchaser has not relied upon any representation, warranty (general or limited), promise, covenant or statement not contained herein. Purchaser agrees to follow all instructions of Company, whether or not in writing, regarding the subject matter of this Contract.

6. During the treatment procedure, Company will not be held responsible for vandalism, theft or breaking and entering. Purchaser further agrees to hold Company harmless and indemnify it as to any and all claims, demands, actions, damages, expenses, attorneys fees, and other liability brought against Company in connection with any activities on the Premises.

7. Company will not be responsible for the loss or damage of food, living plant.a, animals and other articles due to Purchaser's failure to follow the Company's directions.

8. Purchaser hereby represent.a and warrant.a that he or she is the lawful owner of the Premises or is the authorized agent of the owner and is authorized to enter into this Contract for the Owner. If the Premises are owned by more than one person, the Purchaser warrant.a that he is authorized to execute this contract on behalf of all such owners and that all owners agree to this Contract by the Purchaser signing. Purchaser warrant.a that the Premises are his personal property or that the Premises are used for commercial purposes.

9. There are no third party beneficiaries to this Contract and none are intended. This Contract is only for the benefit of the Purchaser and is not for the benefit of any future owner or anyone else, unless otherwise agreed to in a writing signed by Company specifically naming such third party beneficiaries and stating that they have the right.a of the Purchaser under this Contract. This Contract may not be assigned by Purchaser without the prior written consent of Company.

10. If any payment due to Company from Purchaser is not paid on the date the payment is due, Purchaser shall be in default and the payment shall accrue interest at the maximum lawful rate of interest permitted under Florida law (presently 18% per annum). In the event of a default in the payment of any sums required hereunder, any limited warranty (no other warranty is provided) provided by this Contract shall be void, invalid, and of no further force or effect, and Purchaser shall have no right of action or recourse against Company what.soever.

34

Ch. 14 CONTRACT FORMS IN GENERAL § 14.21 11. In connection with any litigation or collection arising out of

this Contract or the services performed or to be performed pursuant to this Contract, Company shall be entitled to recover all costs incurred, whether before, after or during suit or on appeal, including but not limited to reasonable attorneys' fees, in all jurisdictions and at all levels. This Contract shall be construed and enforced according to the laws of the State of Florida. ___ County, Florida, shall be a proper venue for any litigation arising out of this Contract.

12. This Contract shall not become binding until signed by all parties and all sums required to be paid have been paid.

13. BUYER'S RIGHT TO CANCEL. "This is a home solicitation sale, and if you do not want the goods or services, you may cancel this agreement by providing written notice to the seller in person, by telegram, or by mail. This notice must indicate that you do not want the goods or services and must be delivered or postmarked before midnight of the third business day after you sign this agreement. If you cancel this agreement, the seller may not keep all or part of any cash downpayment".

PURCHASER ACKNOWLEDGES RECEIPT OF A FULLY-COMPLETED COPY OF THE CONTRACT AT THE TIME OF SIGNING.

YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.

IN WITNESS WHEREOF the parties have executed this Contract on the date below written.

Date Signed-· _______ _ Date Signed_· _______ _

Company:

By· _________ _

PURCHASER

Title·-----------

PURCHASER

§ 14.21 Contract to Install Burglar Alarm Under this agreement made-------. 19_, the-------. hereinaf

ter called the "Contractor," agrees to install and maintain or cause to be installed and maintained, during the term of this agreement, in the premises of-------. hereinafter called the "Subscriber," at __ _, in the City of -------. State of Florida, a Central Station Burglar Alarm and Holdup Alarm System, as specified in the schedule on the reverse side hereof, including transmission boxes and wire connections, neces-

35


sary to transmit signals from the premises of the Subscriber to the Contractor's Central Station, and will, subject to the terms and conditions hereof, until the termination of this agreement, maintain such system in good working order, with the understanding that the entire system, including all devices, instruments, appliances and all connections, wires, conduits, foils, screens, cabinets, springs and other materials associated therewith, are and shall be and remain the personal property of the Contractor.

The Contractor, on receipt of a burglar alarm signal from the Subscriber's premises, agrees to send to said premises, its representative to act as agent of and in the interest of the Subscriber. If provided with a key by the Subscriber for such purpose, the representative will enter the premises and search them. The Subscriber hereby authorizes and directs the Contractor to cause the arrest of any person or persons unauthorized to enter his premises and to hold him or them until released by the Subscriber or an authorized known representative, and in such cases to indemnify the Contractor against any liability, cost or expense in consequence of such arrest.

The Contractor, on receipt of a holdup alarm signal from the Subscriber's premises, agrees to transmit the alarm promptly to headquarters of the public police department.

The Subscriber agrees to furnish the Contractor a list of the names and individual signatures of all persons who shall have the right to enter the premises of the Subscriber between the regularly scheduled times for closing and opening the premises and who may be called upon for a key to enter the premises of the Subscriber, during such periods.

The Contractor agrees to furnish the Subscriber daily, a report in writing showing the times the Subscriber's premises were irregularly opened the preceding day (between the regularly scheduled times for closing and opening the premises) and if requested by the Subscriber a weekly report in writing showing the times said premises were regularly opened and closed each day.

The Subscriber hereby agrees to pay the Contractor, its agents or assigns, the sum of ___ Dollars ($ ___ ) upon the completion of the said installation, and to pay in addition, the sum of ___ Dollars ($, ___ ) per annum, monthly in advance, for the period of __ _ years from the date such system is operative under this agreement, and thereafter the Subscriber shall pay the said sum per annum, monthly, in advance, until the termination of this agreement, which is terminable not less than thirty days after written notice of desire to terminate is given by either party to the other at any time after the expiration of the ___ year period. Any advance payments made for service to be supplied subsequent to the date of such termination shall be refunded to the Subscriber.

36

Ch. 14 CONTRACT FORMS IN GENERAL § 14.22 This agreement may be cancelled, without previous notice, at the

option of the Contractor, in case the Contractor's Central Station, connecting wires or equipment are destroyed by fire or other catastrophe or so substantially damaged that it is impracticable to continue service and may likewise be cancelled at the option of the Subscriber in the event that the Subscriber's plant is so destroyed or damaged.

It is understood and agreed that the Contractor's obligation relates to the maintenance solely of the specified protective signaling system and that it is in no way obligated to maintain, service, replace, operate or assure the operation of the property system or any device or devices of the Subscriber or others to which the Contractor's said system is attached, nor to repair or redecorate any portion of the Subscriber's premises upon removal of Contractor's said protective signaling system. It is agreed by and between the parties that the Contractor is not an insurer, that the payments hereinbefore named are based solely on the value of the service in the maintenance of the system described, that it is impracticable and extremely difficult to fix the actual damages, if any, which may proximately result from a failure on the part of the Contractor to perform such service and in case of failure to perform such service and a resulting loss its liability hereunder shall be limited to and fixed at the sum· of fifty dollars as liquidated damages, and not as a penalty, and this liability shall be exclusive.

[Signatures]

§ 14.22 Contract to Bore Well for Water An agreement made the ___ day of __ _, 19_, between

__ _, hereinafter called the contractors, and the ___ Company, hereinafter called the company, whereby it is agreed as follows:

1. Contractors to Bore Well. The contractors shall at their own cost, charges, and expenses forthwith begin to bore, and in an expeditious and workmanlike manner bore, line, and shoe, an artesian well upon such portion of the company's land in ___ as the engineer to the company shall specify.

2. Date of Completion of Boring. The work shall be executed in a good, substantial, and workmanlike manner to the satisfaction of the company's engineer, and shall be completely fmished and in work-ing order within ___ weeks from the company's engineer giving to the contractors instructions to commence the work, and in default thereof the contractors shall pay to the company as liquidated damages, and not by way of penalty, the sum of$'----- per week for every subsequent week or part of a week until the same shall be so completed.

3. Strikes Clause. The contractors shall not be liable, as regards the completion of the work, for any delay which may be caused by reason or on account of any strike of workers, the act of God, unavoidable accident, or any other circumstance beyond their control, other

37


than the want of funds, and no such delay as aforesaid shall be deemed a default on the part of the contractors, and, in the event of any such delay, the contractors' time limit shall be correspondingly extended.

4. Plant to be Cleared Away. The contractors, as soon as the works are completed, shall at their own expense clear away all plant, tools, machinery, utensils, boards, fencing, rubbish, and any materials and things which may be lying about the work or on the property of the company, and shall do everything necessary to finish all the work in a complete and businesslike manner, both in appearance and fact.

5. Size and Depth of Well. The said well shall be of a sufficient size and depth to. yield a minimum continuous supply of __ _ gallons of water per hour; provided, that in the event of the company letting or disposing of any of their land in ___ within __ _ months from the date hereof, they shall stipulate that no well shall be bored thereon within ___ yards of the well to which this agreement refers.

6. Test Pumping. Upon the completion of the said work the contractors shall give notice to the company's engineer, and a test pumping shall be made by and at the expense of the company, and shall continue for a period of ___ days, or such further time as the company's engineer shall reasonably require.

7. Payment to Contractors. The company shall pay to the contractors, in consideration of the due and faithful execution of the said works and performance of the conditions and stipulations herein contained on the part of the contractors, the sum of $___ in manner following; that is to say: The sum of$. ___ within fourteen days of the company's engineer certifying that the pumping test has shown satisfactory results, and the residue of the said sum at the end of a period of three months therefrom.

8. Contract Not to Be Sublet. The contractors shall not without the consent of the company in writing employ a subcontractor for the execution of the work or any part thereof, but shall personally superintend the same.

9. Contractors to Be Responsible for Accidents. Until the contract shall be completed and the work handed over to the company in accordance therewith the contractors shall be responsible for all accidents and damages of any kind which may occur during the time and consequent upon the performance of any work under this contract, and shall indemnify the company against the same, and the company may if they think fit compromise any claim which may be made upon them or any action which may be brought against them in respect thereof, and the contractors shall forthwith repay such amount, or the same may be deducted from any moneys payable to the contractors hereunder.

38

Ch. 14 CONTRACT FORMS IN GENERAL § 14.24 10. Repayment by Contractors, if Supply Inadequate. If at

any time within a period of one year from the completion of the works the supply of water obtainable from the said well fails to reach the minimum provided for by clause 5 hereof, the contractors shall forthwith forfeit and refund to the company the whole of the said sum of $, ___ and shall have no claim of any kind whatsoever against the company in respect of any work done or materials supplied under the provisions hereof.

11. Permits and Laws. Contractors shall obtain all applicable permits and comply with all applicable laws. This covenant shall survive completion and payment for the work.

In Witness Whereof, etc.

§ 14.23 Agreement to Pay Debt Contracted During Minority Whereas, on or about the ___ day of __ _, 19_, at __ _,

while the undersigned was a minor, he purchased a set of books, to wit, __ _, from ___ for which he agreed to pay $ ___ as follows: __ _,· and

Whereas, the undersigned is now of full age, and has not paid for said books, except the sum of $, __ _, but fully intends to carry out his agreement as aforesaid:

Now, therefore, in consideration of the premises, the undersigned hereby acknowledges that he owes and hereby promises to pay __ _ the sum of$. ___ within ___ months from the date hereof, with interest at the rate of ___ per cent per year.

In Witness Whereof, etc.

§ 14.24 Ratification of Written Obligation Incurred by Minor Whereas, I __ _, of' __ _, entered into a certain written

obligation on or about the ___ day of __ _, 19_, which obliga-tion was originally payable to __ _, and at said time I was a minor having been born on __ _, and

Whereas, said written obligation originally in the face amount of $ ___ has an unpaid balance of $ · and

Whereas, it is my desire now that I have attained the age of 18 years or more to ratify and reaffirm said written obligation, the terms of which are hereby incorporated into and made a part of this ratification.

Now, therefore, I do hereby ratify, reaffirm and assume said written obligations, agreeing to be bound by all of the terms, covenants and conditions therein contained, and I do expressly promise to pay any balance including principal and interest that may now or hereafter be due thereon.

39


In Witness Whereof, I have hereunto set my hand and seal this ___ day of __ _, 19_, intending to be legally bound hereby.

_________ [Seal]

§ 14.25 Offers __ _, 19_

To __ _

I hereby offer to sell you __ __, at ___ Dollars per __ _, f.o.b. ___ This offer subject to your acceptance reaching me before ___ at_m.

[or]

----, 19_. To __ _

I hereby offer to lease to you No. ___ street in this city for ___ years at a rental of ___ Dollars a month on the terms and conditions of the standard form of lease of the ___ Real Estate Board. This offer is open for ___ days.

§ 14.26 Acceptances __ __, 19_

To __ _

I hereby accept your offer, dated----, to sell me __ _

[or]

--- 19_, To __ _

I hereby accept your offer, dated ___ to lease to me No. ___ street and will execute the lease as soon as you present it to me.

[or] The above is hereby accepted, ___ 19_ 1

§ 14.26 1. This language is to be endorsed on

the offer.

40


§ 14.27 Revocation of Offer ___ 19_

To __ _

I hereby withdraw my offer to ---, made to you on __ _, 19-

§ 14.28 Corrected Agreement [Enter here the complete agreement as corrected and continue: ] This agreement is made to corre.ct and explain certain provisions in

a prior agreement between the parties hereto, dated __ _, there being recognition on the part of both parties that certain mistakes appeared in said contract and other provisions required explaining, and is executed as of the date of said prior agreement, and is intended to take the place of such prior agreement and to relate back and take effect as of said last-mentioned date.

Witness our hands this ___ day of __ _, 19_.

§ 14.29 Modification of Agreement Whereas on the ___ day of __ _, 19_, [party A ] and [party

B] entered into a contract to [state object of agreement or coniract, or describe it] and whereas it is mutually desirable to modify the same,

Now, therefore, in consideration of the mutual agreements to modify the said original contract between them, said [party A and party B] do modify said original contract as follows: [state how ].

Witness our hands [and seals] this ___ day of __ _, 19_.

§ 14.30 Supply Agreement AGREEMENT made this ___ day of __ _, 19_, between

__ _, a Florida corporation, hereinafter called "Manufacturer", and ___ a Florida corporation, hereinafter called "Supplier".

WHEREAS, Manufacturer has entered into an agreement with --- and ___ a ___ corporation, for the manufacturing of automobile parts known as __ _, which are marketed under the trademark"---"; and

WHEREAS, Manufacturer desires to purchase parts of such device from Supplier for assembly into a fmished product by Supplier;

NOW THEREFORE, in consideration of their mutual promises herein made, the parties agree as follows:

41


1. Parts. Supplier agrees to sell to Manufacturer, and Manufac-turer agrees to purchase from Supplier, such parts for ___ as Manufacturer may from time to time require in accordance with oral specifications to be provided from time to time and based on model parts given to Manufacturer by ___ and __ _

2. Price. The price for each unit shall be set by Supplier from time to time and may vary with its production costs.

3. Delivery. Each unit shall be delivered to Manufacturer at Supplier's plant.

4. Payment. Payment shall be due upon delivery of each unit.

5. Assembly. Supplier shall not be responsible in any way for assembly of any parts. However, Supplier may, at its option, provide Manufacturer with plant space within which Manufacturer may assemble parts supplied by Supplier and others into a finished product. Rent for such plant space may be figured into the price of each part to Manufacturer.

6. Indemnification. Manufacturer agrees to indemnify, defend and hold harmless the Supplier of and from liability arising in any way from assembly of the parts into a finished product, use of plant space or from any other matter relating to the parts provided.

7. Exclusion of Warranties. Supplier in no way warrants the merchantability of the parts or their fitness for the particular purpose for which they were intended. Supplier makes no express warranties of any kind except that Supplier's workmanship and materials shall be of good quality. Supplier and Manufacturer agree that any and all implied warranties are hereby excluded.

8. Not Partners or Agents. It is expressly agreed that the parties are not partners, joint venturers, principals or agents to each other. Supplier is an independent contractor and Manufacturer may not in any way control the manner in which Supplier performs this Agreement. Supplier specifically has the right to assign and delegate its rights and duties under this Agreement.

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


By:

Title: Witnesses

42


By:

Title: Witnesses

§ 14.31 Agreement to Manufacture AGREEMENT made this ___ day of __ _, 19_, between

__ _, a Florida corporation {hereinafter called .. Manufacturer"), and of __ _, __ __, herein sometimes called

"---", and a corporation, herein sometimes called "---" ( ___ and ___ being herein referred to collectively as "Buyers").

WHEREAS, ___ is the inventor and owner of a---, which is an automobile part, which is marketed by Buyers under the trade-mark"---", and which has U.S. Patent Office Serial No. __ _ for its patent application filed by ___ on __ __, 19_, which was allowed as a patent on __ __, 19_ and the patent number to which is now in the process of being assigned, and

WHEREAS, the purpose of Manufacturer is to engage in the assembly and manufacture of ___ products; and

WHEREAS, Buyers desire Manufacturer to manufacture the ___ and its molds;

NOW THEREFORE, in consideration of their mutual promises made herein, and for other good and valuable consideration, the parties hereby agree as follows:

1. Recitals. Each party represents and warrants to the others that the foregoing recitals are true and correct.

2. Molds. ___ has designed and invented the ___ device described above and has furnished a model of it to Manufacturer. Manufacturer shall be entitled to retain the above model at all times. Manufacturer shall make molds from this model from which additional ___ (hereinafter called "units") can be manufactured and assembled by Manufacturer for sale to Buyers. Ownership of the molds shall at all times remain in Manufacturer.

3. Units. Manufacturer agrees to furnish all necessary material and labor and to manufacture and assemble and package individually at its plant and its sub-contractor's plants, and the Buyers agree to purchase, accept and pay for, the requirements of units by either or both Buyers for the purpose of their businesses, which requirements are to be specified in purchase orders hereafter described; provided however, that if Manufacturer is unable to meet Buyers' requirements within a reasonable time after an order, then Buyers may seek to purchase units from another manufacturer until such time as Manufacturer is able to meet Buyers' requirements. In no case shall Manufacturer be held liable for failing to meet Buyers' requirements.

43

§ 14.31 CONTRAcr FORMS IN GENERAL Ch. 14

4. Specifications. Manufacturer shall produce a casted unit which shall be acceptable by the Buyers and Manufacturer. Written prints and specifications shall be made from this casted unit. Manufacturer shall thereafter produce units in accordance with such prints and specifications. Any changes to the prints or specifications must be in writing and signed by both Manufacturer and either Buyer. Manufacturer shall not be responsible, in any way, for the design of the units or for making them work. Manufacturer in no way represents that the units will work, since design of the units is the sole and exclusive responsibility of the Buyers.

5. Exclusion of Warranties. Manufacturer in no way warrants the merchantability of the units or their fitness or that Manufacturer's workmanship and materials shall be of good quality. Manufacturer and Buyers agree that any and all implied warranties are hereby excluded and that Buyers shall indemnify, defend and hold harmless the Manufacturer from any liability arising out of manufacture of the units which is not the result of Manufacturer's own intentional act.

6. Exclusive. Manufacturer agrees that it will not sell units to any person, firm or corporation other than ___ or ___ during the term of this agreement as long as all units manufactured are paid for.

7. Delivery and Payment. Units shall be manufactured after Manufacturer receives a written, numbered purchase order from either Buyer for those units. Each purchase order shall be for a minimum of one hundred (100) units. The units shall be delivered to Buyers at Manufacturer's plant. Transportation to any other location shall be the expense of Buyers, and risk of loss shall pass to Buyers when units leave the plant. Each unit shall be deemed delivered when it leaves Manufacturer's plant or when Manufacturer gives notice to Buyers that it is ready to leave. Buyers shall, jointly and severally, pay Manufacturer the price in full for each unit within thirty (30) days after delivery date or when Buyer has received payment for resale of the unit, whichever comes first.

8. Price. Buyers jointly and severally agree to pay Manufacturer for each unit manufactured the price determined by Manufacturer from time to time. The parties have intentionally left the purchase price open since this is a new product and Manufacturer has not yet determined what the price for each unit will be. It is understood that the price for the initial units manufactured will be higher since that price will include Manufacturer's costs for making the molds and establishing the process for manufacture. It is agreed that the unit price for the first five hundred (500) units shall not exceed __ _ Dollars ($ ___ ). It is the intention of the parties that there be a binding agreement from the date of signing this Agreement, even though the price cannot yet be determined.

44

Ch. 14 CONTRACT FORMS IN GENERAL § 14.31 9. Exclusive License. ___ and ___ hereby grant Manu-

facturer the exclusive license and right to manufacture the units and to utilize ___ 's patent in doing so. ___ and ___ agree to not license or allow anyone else to manufacture the units as long as Manufacturer substantially performs this Agreement in good faith. Buyers hereby agree to indemnify, defend and hold harmless the Manufacturer from any liability or expenses for infringement or claims regarding the patent of the __ _

10. Security Interest. In order to secure Manufacturer's rights under this Agreement, ___ and ___ jointly and severally, hereby grant to Manufacturer a security interest in, and therefore assign to Manufacturer all of their right, title and interest in, their patent rights to the ___ their inventory of units, parts and other goods, and accounts receivable, and to any of the foregoing hereafter acquired by either of them. Buyers agree to execute any further documents that Manufacturer deems necessary to perfect its security interest in such property and to carryout this intent.

Any breach of this Agreement by either Buyer shall constitute a breach of this security interest and shall entitle Manufacturer to all rights and remedies of a secured party under the UCC and under any other applicable laws.

11. No Requirements. If Buyers cease purchasing units or if Buyers substantially reduce their requirements of units, then they shall offer to sell to Manufacturer all of their rights, title and interest in the ___ and its patent and trademark. The price shall be determined by mutual agreement made in good faith between the parties and shall be no higher than the price Buyers would receive from any other purchaser in the market place. Any sale by Buyers in violation of this right of Manufacturer shall be a breach of the security interest granted above. In any case, Buyers shall be obligated to give Manufacturer one year's written notice prior to ceasing to purchase units.

12. Insurance and Indemnification. Buyers shall furnish and pay for such insurance relating to the manufacturing of units as Manufacturer shall require from time to time, which shall insure each party to this agreement by name and which shall cover all risks for products liability and other possible design claims, as well as fire and casualty off the Manufacturer's premises. In case of any claim, Buyers shall be responsible to pay any deductible. Buyers shall furnish Manufacturer with copies of the policies. In addition, Buyers hereby agree to indemnify, defend and hold harmless the Manufacturer of and from any liability or expenses arising out of any claim, demand or lawsuit relating to the units in any way, other than faulty workmanship or materials which are the fault of Manufacturer.

13. Not Partners or Agents. It is expressly agreed that Manufacturer is not a partner, joint venturer, principal or agent of either

45


___ or ___ but that it is an independent contractor that is agreeing to manufacture a product designed by ___ and __ _

14. Other Products. Buyers hereby grant Manufacturer the exclusive right of first refusal to manufacture any other products that either Buyer invents or desires to market and that relate to the ___ or any other part of the ___ system, on such terms as the parties may negotiate in good faith.

15. Patents in Manufacturing. The Manufacturer shall be entitled to the patent, if any, and all related rights for the process, molds, tools or other equipment or procedures which it uses or develops in manufacturing the units. Buyers agree to execute any other documents necessary to confirm this.

16. Additional Agreement. The parties hereby agree to review this Agreement and its terms after five hundred (500) units have been manufactured, at which time the Manufacturer should be able to determine the future unit prices more precisely. However, until and unless modified, this Agreement shall continue in force in its present form.

17. Law. This agreement is executed in the State of Florida. The laws of Florida shall govern this agreement and transaction in all respects.

IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.


By:

Title: Witnesses

_________ (SEAL)

Witnesses

By:

Title: Witnesses

§§ 14.32-14.99 are resened for supplementary material.

46


C. SPECIFIC CLAUSES

§ 14.100 Agreement Non-binding Until Accepted at Home Office

Quotations, orders, or contracts are not binding until accepted by the ___ Company in writing by an officer at its general office at

§ 14.101 Default in Payment The making of payments at the times they respectively fall due

shall be considered as the essence of the agreement, and in case of failure so to do, or in case the purchaser shall fail to make any other payment due to this company, the ___ Company shall have the right to cancel any contract, and to declare due the entire amount unpaid.

§ 14.102 Notice to Person Signing Agreement Read the terms of this agreement (or, order) before signing it, as no

statement, remarks, agreement, or understanding, oral or written, not contained therein, will be recognized.

§ 14.103 Effect of Illegality ff any provision of this contract in regard to ___ is illegal, the

remainder of the contract shall not be affected thereby.

§ 14.104 Clause Excluding Oral and Extraneous Matter The parties hereto have read the terms of this contract before

signing the same and hereby agree that no statement, remark, agreement, or understanding, oral or written, not contained herein, will be recognized or enforced.

§ 14.105 Clause Against Reliance on Representations It is hereby declared and agreed by the ___ that he has

entered this contract, relying on his own knowledge of said __ _, and not upon any representations made by the ___ or by any other person touching the situation, character, or quality thereof.

§ 14.106 Various Clauses as to Termination of Contract This contract shall terminate ___ years from date hereof.

[or]

This contract may be terminated by either party's giving to the other ___ days written notice of the termination thereof.

[or]

47


The death of either party to this contract shall terminate the same ipso facto as of that date.

§ 14.107 Clause for Termination on Notice It is further agreed between the parties hereto that this contract

shall take effect on __ _, 19-, and shall continue for the period of ___ months from that date, and thereafter until ___ months shall have elapsed after written notice shall have been received by either party of the intention of the other party to withdraw from this contract.

§ 14.108 Clause Looking to Acceptance by Principal It is agreed that this contract is not binding until accepted by

--- in writing.

§ 14.109 Clause as to Interlineations and Erasures The words "---" were inserted between the words "---"

and "---" in line __ _, page ___ hereof, and the words "---" on line __ _, page ___ hereof were canceled, and the words "---" were substituted for the words "---" in line ___ page ___ hereof, before the execution of this contract.

§ 14.110 Clause for Liquidated Damages The party of the second part • • • shall place, in escrow, with

these presents, the sum of ___ Dollars, in the ___ National Bank (or any named person or institution) of ___ as liquidated damages to be paid to the party of the first part in the event of failure on the part of the party of the second part to comply with the terms of this agreement and on his part to be performed.

§ 14.111 Escalator Clause In the event that [party A ]'s cost of production of ___ for any

twelve (12) months' period during the term hereof shall increase five per cent (5%) above its average cost of production of ___ for the preceding twelve (12) months' period, then and in that event [party A ] shall have the right, upon giving sixty (60) days written notice to [party B ], to increase the price payable hereunder for ___ thereafter delivered hereunder in an amount not to exceed the actual advance in [party A ]'s cost of manufacture; provided that in no event may more than one such increase be made in any one calendar year.

§ 14.112 Successors This Agreement shall be binding upon and inure to the benefit of

Shareholders' heirs, next of kin, legatees, legal representatives, successors and assignees and the successors and assignees of XYZ Co.

48


§ 14.113 Further Assurances Upon request from time to time Shareholders shall execute and

deliver all documents, make all rightful oaths, testify in any proceedings and do all other acts which may be necessary or desirable, in the opinion of counsel for XYZ Co., to perfect of record the title of XYZ Co., or any successor of XYZ Co., to the property of the Corporation or the shares transferred at the closing, or to aid in the prosecution, defense or other litigation of any rights arising therefrom, all without further consideration but at the expense of XYZ Co. unless arising out of the default of Shareholders.

§ 14.114 Restrictive Covenants (a) For the period commencing with the date of this Agreement

and ending on the fifth anniversary date of such date, each Shareholder agrees that he will not, directly or indirectly, either as owner, partner, stockholder, broker, dealer, agent, employee or consultant or otherwise, either alone or in association with any person, firm, corporation or other business organization, render management, technical, advisory or consultative services to any business or other enterprise in direct competition with the ___ business being carried on by XYZ Co. For these purposes, a business or an enterprise shall be deemed to be in direct competition with the ___ activities of XYZ Co. if such business or enterprise has a store or similar outlet or location offering ___ items for sale located within a ___ mile radius of any existing store of XYZ Co. or any store established by XYZ Co. during the non-competition period. The period of time during which any Shareholder is prohibited from engaging in activities pursuant to this paragraph 13 shall be extended by any length of time during which such Shareholder is in breach of the terms of this paragraph 13.

(b) It is understood by and among the parties to this Agreement that the restrictive covenants set forth in this paragraph 13 are essential elements of this Agreement and that, but for the agreement of each Shareholder to comply with such covenants, XYZ Co. would not have agreed to enter into this Agreement. Such covenants shall be construed as agreements independent of any other provisions in this Agreement.

(c) It is agreed among the parties to this Agreement that if any portion of the restrictive covenants set forth in paragraph 13(a) of this Agreement is held to be unreasonable, arbitrary or against public policy, then such covenants shall be divisible both as to time and geographical area. The parties agree that if any court of competent jurisdiction determines the specified time period or geographical area to be unreasonable, arbitrary or against public policy, then a lesser time period and/ or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Shareholders. The parties to this Agreement acknowledge and agree

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that they are familiar with the present and proposed operations of XYZ Co. and believe that the restrictive covenants set forth in this paragraph 13 are reasonable with respect to their subject matter, duration and geographical application.

(d) Specific Performance. Each Shareholder acknowledges and agrees that damages at law will be an insufficient remedy to XYZ Co. in the event that any Shareholder violates the terms of this Agreement. The parties further agree that, upon application to a court of competent jurisdiction, XYZ Co. shall be entitled to obtain injunctive relief to enforce this Agreement, which remedy shall be in addition to any other rights or remedies available to XYZ Co.

§ 14.115 Indemnification

Shareholders will indemnify and hold harmless XYZ Co. and the Corporation, or either of them, at all times after the date of closing against and in respect of:

(a) All tax and other liabilities of or claims against the Corporation of any nature (and all expenses of the Corporation or XYZ Co. in connection therewith) whether accrued, absolute, contingent or otherwise, existing at the closing or arising out of transactions entered into or events occurring prior thereto (whether or not disclosed in this Agreement or in the Corporation's balance sheets attached hereto as a part of Appendix A) provided that Shareholders' liability under this indemnity shall not include or extend to:

(1) Any liabilities of or claims against the Corporation to the extent that the amount of any such liability or claim is deducted in determining the Corporation's net worth on its balance sheet attached hereto as a part of Appendix A, and

(2) Any obligations required to be performed by the Corporation after the date of the closing under or by virtue of the contracts, agreements, leases and other commitments referred to in or not prohibited by this Agreement or made in the ordinary course of business.

(b) Any loss or deficiency sustained by the Corporation in excess of the reserves therefor set forth in the Corporation's balance sheet attached hereto as a part of Appendix A, resulting from the nonpayment on or prior to the closing of any accounts receivable.

(c) Any damage or deficiency sustained by XYZ Co. as a result of any misrepresentation herein contained or from the breach of any warranty or nonfulfillment of any agreement, representation or undertaking of the Shareholders under this Agreement.

(d) All interest and penalties and costs and expenses, including attorneys' fees, incident to any of the matters covered by this paragraph.

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