This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
This contract entered into at ---------, this --------- day of ---------, 19 -, by and between A. B. and C. D., Witnesses:
That whereas under and by virtue of articles of co-partnership dated---------,
19 -, the parties hereto have, since said time, as partners under the name and style of ---------, been engaged in the --------- business in the --------- of ---------,
---------; and whereas said parties hereto have this day agreed to dissolve said partnership, and the said A. B. has agreed to purchase the interest of the said C. D. therein, and to continue said business; and the said C. D. has agreed to retire from said firm and to sell his interest therein to said A. B.;
Now therefore, it is mutually agreed by and between the parties hereto that the partnership heretofore existing between them be and is hereby dissolved, and each of the parties hereto does hereby release and forever discharge the other from all claims and demands whatsoever, in any manner arising under the articles of co-partnership hereinbefore referred to, or in any manner growing out of the business of said firm. Provided, however, such release does not apply to the agreements and covenants of these presents.
And the said C. D. in consideration of the sum of --------- dollars ($---------) to him paid by the said A. B., the receipt whereof is hereby acknowledged, does hereby sell, assign, transfer and set over unto the said A. B., his executors, administrators and assigns, all his interest in said partnership, including the stock in trade, fixtures, policies of insurance, accounts and bills receivable, and all rights and credits of every kind and nature, contracts and orders for goods sold by said firm but not yet delivered, the leasehold interest in the premises known as number --------- street, ---------, the good will of said partnership, and all other property and assets of said partnership of every kind and nature whatsoever.
And said C. D. for the consideration aforesaid, does hereby covenant and agree that the schedule of debts and liabilities, appearing on the "Inventory
Book" of said partnership on page --------- thereof, includes all and every debt and liability of the said partnership, and that he has not, at any time, contracted any debt or obligation for or on account of said partnership, other than as specified in said schedule; and that he has not collected, compromised or satisfied any account or bill* receivable except as appears by the books of said partnership; that he has good right to assign his said interest in said partnership and that the same is free from all incumbrances whatsoever.
And the said C. D. does further covenant and agree, on the consideration aforesaid, and as an inducement to the said A. B., to pay the price aforesaid for his said interest, that he, the said C. D., will not, in any manner, either directly or indirectly, engage in the bussiness of --------- in the --------- of ---------,
---------, for a period of --------- years from and after the date hereof, and that during said time he will not directly or indirectly, in any firm, corporation, or as an individual, or as an agent or employe, come into competition with said A. B. and will not interfere in any way or manner with the business, trade, good will or customers of said A. B.
In consideration whereof the said A. B. hereby promises and agrees to assume and pay all the debts and obligation's of said partnership listed in the schedule of debts hereinbefore mentioned, and any and all other debts and liabilities which the said A. B. may have heretofore contracted, or may here after contract, and to indemnify and save harmless the said C. D. therefrom.
In witness whereof, the parties have set their hands to duplicates hereof the day and year first above written. A. B.,
See references under Sec. 3776 and 3920.
For other forms of covenants in restraint of trade, see Sec. 3920 (and note) and 3921.
For the validity of such covenants, see Sec. 770 et seq.
For form of bond to protect retiring partner against liability on partnership debts, see Sec. 3814.