Williston - Sections 141, 413, 495, 497, 752, 781, 787, 829n., 872,1022,1406,1442,1446,1636 to 1658;

Diamond Match Co. v. Roeber, 106 N. Y. 473,13 N. E. 419.

Agreement made............between.................

hereinafter designated the Seller, and................hereinafter designated the Purchaser, Witnesseth, as follows:

1. The Seller, for the consideration hereinafter mentioned, for himself, his heirs, executors and administrators, covenants, promises, grants and agrees, to and with the Purchaser, his heirs, executors, administrators and assigns, that he will, on or before............, grant and convey by a deed with full covenants and warranty unto the said Purchaser, his heirs and assigns in fee simple, clear of all liens and encumbrances whatever excepting................all that certain lot of land situated................with the factory and buildings thereon.

2. The Seller agrees on or before said................to bargain, sell, transfer and deliver unto the Purchaser all the machinery, tools, implements and appliances of every kind whatsoever, now in said buildings, including all the articles and items enumerated in the schedule hereunto annexed, and also including all articles and items of machinery, tools, implements and appliances that may have been omitted from said schedule, that are now used or designed to be used by the Seller in the prosecution of the........business, together with the good will of the said business of the Seller and the use of his name therein, and the exclusive right to all his trade-marks and labels as used and owned by him in connection with said business.

3. The Purchaser covenants promises and agrees to pay or cause to be paid to the Seller, his executors, administrators or assigns the...............dollars, in manner following, viz.:

Upon the execution and delivery of the deed of conveyance of said land and premises as aforesaid, and the sale and delivery of all the machinery, tools, implements and appliances as aforesaid, with the good will of said business, and the use of the name of the Seller and the exclusive right to all his trade-marks and labels as aforesaid, to deliver to the Seller, his executors, administrators or assigns, shares of the increased capital stock of the

........Company, to be hereafter issued by the said company, at the par value thereof, amounting in the whole to the said sum of................dollars. The Purchaser assumes and agrees to pay, the said mortgage of............dollars on said land and premises, together with the interest on the same.

4. The Seller agrees, on or before the said................, to sell and deliver to the Purchaser, all of his stock of finished and unfinished goods and materials for making........, and the Purchaser agrees to purchase said stock of goods and materials at fair and equitable prices.

5. In consideration of the premises, the Seller covenants and agrees that upon the delivery to him of the capital stock of said company as aforesaid, the Seller shall and will become bound unto the Purchaser, his representatives and assigns, in the sum of................dollars as liquidated damages; that the Seller shall not and will not at any time thereafter, directly or indirectly, engage in the manufacture or sale of........

within the limits of the United States of America and the Territories thereof, nor aid or assist any one else to do so within said limits, nor have any interest, directly or indirectly, in the business of manufacturing and selling........within said limits, except as an employee of the Seller.

6. This agreement shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties.