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 ---------, ---------, by and between A. B., of
---------, ---------, party of the first part, and C. I)., of ---------, ---------, party of the second part, Witnesses:
That said party of the first part hereby promises and agrees to sell, and said party of the second part hereby promises and agrees to buy, the following described goods, wares, merchandise, chattels and effects, to-wit: All the stock in trade and fixtures now contained and being in and about premises known as number --------, --------- Street, in the City of --------, ---------, together with the good will established by said party of the first part in connection with the --------- [dry goods, retail drug, men's furnishings, etc.] business heretofore conducted by him in said city, and the unexpired term of his lease of said premises, upon the following terms and conditions, to-wit:
An itemized inventory and appraisal shall be made of all of said stock in trade and fixtures within -------- days from the date hereof, at the cost thereof, excluding freight and transportation charges; and the purchase price to be paid by said party of the second part for all of the above described property shall be --------- per cent. of the total amount of the inventory and appraisal taken and made as above specified.
Said party of the second part hereby agrees to pay said purchase price in cash immediately upon the completion of said inventory and appraisal; and said party of the first part hereby agrees to execute, contemporaneously with said payment, a proper bill of sale and assignment of the lease of said premises with the written consent of his landlord thereto, and to deliver the same, together with possession of all of said property, free and clear from all incumbrances, to said party of the second part.
Said party of the first part hereby covenants and agrees to and with said party of the second part that he is the lawful owner of all of said property and has good right to sell the same, and that the same are free from all encumbrances.
In consideration of the foregoing and as an inducement to said party of the second part to pay the purchase price aforesaid, said party of the first part hereby agrees that he will not, directly or indirectly, engage in said --------business in said City of ---------, ---------, for a period of --------- years from and after the date hereof, and that he will not, directly or indirectly, individually, or in connection with any partnership or corporation, come into competition with said party of the second part and will not interfere in any manner with the business, trade, good will or customers of said party of the second part.
In witness whereof the parties have hereunto set their hands this --------day of ---------, 19-.
In presence of: A. B., ---------, CD.
The said A. B. shall not, during- the term of --------- years from ---------.
engage except on behalf of C. D. either directly or indirectly in the trade or business of a manufacturer of ---------, or in any business competing or liable to compete In any way with that for the time being carried on by
C. IX: provided that such restriction shall not apply to ---------. Provided also that the said A. B. shall not be released from this restriction by C. D.'s ceasing to carry on business merely for the purpose of reorganization or with a view to the transfer of the business thereof to another company or person so long as such other company or person taking a transfer thereof shall continue to carry on the same.
For the validity of contracts In restraint of trade, see Sec. 770 et seq.
For breach, see Sec. 2932.
For damages, see Sec. 3218.
For Injunction, see Sec. 3386 et seq.
For other forms of covenants in restraint of trade, see Sec. 3783 and 3921.