The Seller is not required to obtain the consent of any party to a contract or any governmental entity in connection with the execution, delivery, or performance by it of this agreement or the consummation of the transactions contemplated in this agreement. 1. Do you want to get your dental career started on the right path? B agrees to adhere to the MSRP prices during the entire term of the Agreement. Are you sure you want to delete this document? This can pose a legal risk to the buyer. Except for the Assumed Contracts, the Buyer does not assume any obligation or liability of the Seller, and the Seller, as applicable, will continue to be liable for any and all liabilities of the Seller. 2. If any date provided for in this agreement falls on a day which is not a business day, the date provided for will be deemed to refer to the next business day. Covenant Not to Compete; Non-Solicitation; Confidentiality. If two dentists (Dr.Smith & Dr.Jones) want to conduct a practice transition independent of any 3rd party broker, this contract will provide a base framework from which they can then customize via (The Green Button … 7. By making this document private, only you will be able to view or sign it. This should be drafted by an attorney to ensure that all legal concerns are addressed. With respect to the operation of the Business by the Seller before the Effective Time, the Seller and its employees and officers are and at all times have been in compliance in all material respects with each law applicable to the Seller or to the operation of the Business. You can also see payment agreement templates Equipment Purchase & Sale Agreement in Word. Wood and Delgado has been the leader for the past three decades in the development, implementation, and perfection of dental practice purchase agreements. The purchase price is $____________________ (the “Purchase Price”). The Seller has, in respect of the Business, filed all tax returns that are required to be filed and has paid all taxes that have become due under the tax returns or under any assessment that has become payable or for which the Buyer may otherwise have any transferee liability. Dental practice sale/purchase key issues – associate agreements. 2 – Identify The Dental Practice And The Practitioner Being Hired. As the name suggests, a dental practice purchase agreement is the document that actually spells out the terms and conditions of the sale. Both parties understand that this associated goodwill is based on the relationships developed over time between the Seller and his/her patients. File Format. This agreement contains the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations, writings, and understandings relating to the subject matter of this agreement are merged in and are superseded and canceled by, this agreement. The property listed below is offered by A throughout the terms of this agreement: [GOODS/PROPERTY] 3. Suggest changes by making a copy of this document. All notices and other communications under this agreement must be in writing and given by first class mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, or personal delivery against receipt to the party to whom it is given, in each case, at the party’s address set forth in this section 11 or such other address as the party may hereafter specify by notice to the other parties given in accordance with this section. 1. Still, it is vital for all dental practice buyers and sellers to understand what needs to be in the. Any such notice or other communication will be deemed to have been given as of the date the applicable delivery receipt for such communication is executed as received or in the case of mail, three days after it is mailed. Free Vehicle Purchase and Sale Agreement Form. Assignment. For example, the seller may be required, through the contract, to assume full liability for … However, carefully drafted paperwork, created or approved by an attorney, is vital to ensuring that all relevant issues are addressed up front and in writing. 3. CONFIDENTIALITY AGREEMENT Western Practice Sales (WPS) represent various doctors in matters concerning the sale of their dental practice. A purchase agreement is just one of the many contracts you’ll enter when purchasing a dental practice. Wood and Delgado has crafted what has become the standard for the industry and has tackled many of the most important issues in the sale or acquisition of dental practices for over three decades. No. The Inventory is salable in the ordinary course of business and consists of items that are current, standard, and first-quality. The . A non-compete covenant prevents the seller from practicing dentistry within a certain geographic radius from the purchased practice for a period of time. As further consideration for the Purchase Price, the Seller agrees to abide by the noncompetition, nonsolicitation, and confidentiality obligations set forth on Schedule 5. Dental practice management consultant, speaker and coach. Here are some of the most vital but often overlooked clauses. 2.1 Purchase and Sale. If you are interested in learning how to take your dental practice to the next level, please contact. 1. The purchase and sale of the Property includes the following terms and is subject to the following conditions: _____ EACH CONDITION, if so indicated, is for the sole benefit of the party indicated. This is a sample of the sale and purchase agreement and gives the user an idea of the format to follow and the segments to be included while drafting such an agreement. First, there is no sale without at least a CPA compiled financial statement which will cost the selling dentist $15,000 to have prepared, a transaction fee of 1.5 percent. In a sample $1,000,000 sale of a dental practice, the transaction costs add up to a considerable amount. . Ascent Dental Solutions is a full-service agency dedicated to helping dentists build their practices and map out their careers. You have a detailed vehicle sale agreement template here that starts with the mention of the two parties, followed by the terms and conditions as well as warranties and disclosures. by Anna Williams, BRANCH PURCHASE AND ASSUMPTION AGREEMENT Any provision in this agreement that is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction will be ineffective only to the extent of such invalidity, illegality, or unenforceability without affecting in any way the remaining provisions hereof; provided, however, that the parties will attempt in good faith to reform this agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. today at 413-224-2659 to learn how Dr. Coughlin can help. This covenant needs to be detailed, specifying which related activities, such as becoming a shareholder or director of a nearby practice, are allowed or prohibited. While the amount of paperwork may seem daunting, it’s important to make sure all aspects are covered so there are no surprises after signing on the dotted line. PITFALLS TO AVOID WHEN SELLING A DENTAL PRACTICE By Ron Lebow, Esq. PDF; Size: 319.5 KB. This Contract for Sale of Professional Practice is between an established practitioner and a buyer who desires to purchase this practice. Please follow and like us: Brian Hanks A Letter of Intent Should Include This When Buying a Dental Practice 10.06.2016. Practi- tioners who feel that any of this material would be useful in their own agreements are advised to con-sult legal counsel for specific advice on the appropriateness and effect of such use. As the name suggests, a dental practice purchase agreement is the document that actually spells out the terms and conditions of the sale. Details. 1. The Buyer shall pay the Purchase Price as follows: (1) $_ $_____________ deposit, which has already been paid, will be credited to the Buyer. TRANSITION CONSULTANT: EMA Dental Practice Sales has acted as consultant in bringing the Purchaser and Seller together for the purchase and sale of Seller’s dental practice and is therefore the procuring cause. This agreement is not intended to confer upon any person or entity not a party (or their successors and permitted assigns) any rights or remedies hereunder. The assets of the Vendor include the following: https://ascentdentalsolutions.com/wp-content/uploads/2018/02/dental-purchase-agreement.jpg, https://ascentdentalsolutions.com/wp-content/uploads/2016/08/Ascent-Dental-Solutions.png, Dental Practice Purchase Agreement: What to Look For, Estimating the Cost of Buying a Dental Practice, A Simple Dental Practice Appraisal Formula, Coaching programs to prepare a dental practice for sale, The foolproof system for building a thriving dental practice, Leveraging human capital for long term profitability, Selling Your Practice: Maximize the return on your investment, Understanding and Implementing the Admin Scale for Continuous improvement. The Seller covenants and agrees that: (1) for a period of ___ years following the Effective Time. However, a dental practice purchase agreement may be structured to protect the buyer from some liability. Goods and services tax (GST) is a standard 15% tax on most goods, services, and other items sold or consumed. The Seller shall hold the Confidential Information in confidence and shall not use the Confidential Information for any purpose other than in furtherance of the Buyer’s operation of the Business without the Buyer’s express written consent. There are nojudgments, decrees, orders, writs, injunctions, rulings, decisions, or awards of any court or governmental body to which the Seller is a party or is subject with respect to any of the Purchased Assets is subject. Notes on Dental Practice Sale and Purchase Agreements 1. Survival.Except as otherwise provided in this agreement, the representations and promises of the parties contained in this agreement will survive (and not be affected in any respect by) the Effective Time for the applicable statute of limitations as well as any investigation conducted by any party and any information which any party may receive. If two dentists (Dr.Smith & Dr.Jones) want to conduct a practice transition independent of any 3rd party broker, this contract will provide a base framework from which they can then customize via (The Green Button Below) and execute via (Electronic-S, SECOND AMENDMENT DATED AS OF JANUARY 3, 2011 TO PURCHASE AND SALE AGREEMENT. Purchase Price shall mean __($_____). Download . The Seller represents and warrants to the Buyer that all of the representations and warranties set forth on Schedule 4 are true and correct in all respects as of the date of this agreement. The financial information the Seller provided to the Buyer is accurate, correct, and complete, is in accordance with the books and records of the Seller, and presents fairly the results of operation and financial condition of the Seller’s Business. Background 1.1. Dental Services Organizations: Are they right for you? Here are six types of agreements (and their subsections) you can expect. Purchase Price. This agreement may not be modified or amended except by a writing signed by the parties. by Public Domain, Asset Purchase Agreement The opportunity to sell a practice reflects the culmination of years of hard work and one of the most satisfying moments of a dentist's career. While Dr. Coughlin continues to practice dentistry as the principal owner of the 14-location Baystate Dental PC, he has a strong passion for helping fellow dentists maximize their success. This contract circumvents the current Dental-Practice-Broker model. The Seller has agreed to sell and the Buyer has agreed to purchase the Purchased Assets (as defined below). Thus the nature of this intangible asset can tremendously impact future earning for the Buyer and in turn change the value of the practice. Governing Law; Venue. Understanding GST . sors who have expertise in the purchase and sale of dental practices. This agreement may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument, and it may be signed electronically. Therefore, in the event of any breach or threatened breach of such agreements, the Seller and the Owner each agrees that the Buyer will be entitled to an injunction from any court of competent jurisdiction enjoining such person or entity from committing any violation or threatened violation of those agreements. ], Noncompetition agreement $________________. A reserves the right to enforce and maintain set manufacturer's recommended sale prices (MSRP) for all goods and property listed. The parties agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax purposes) in accordance with the allocation schedule attached to this agreement as Schedule 3. Deposit Receipt. Nor will the Seller recruit or employ (whether as an employee or independent contractor) any of the Business’s current employees or independent contractors, without the Buyer's written consent. No Other Assumption of Liabilities. The Buyer does not assume any liability under the Assumed Contracts arising before the Effective Time. Consents. A sale and purchase agreement for any other type of business would not contain all of the safeguards and provisions required when a dental practice is being bought/sold. Public 3. Most dental practices have numerous accounts receivable, or monies that are owed to the practice. version 2 by Brian Rogers, Simple Asset Purchase Agreement The Equipment value will be determined by a physical inspection performed within one month before the Effective Time. The Seller and the Owner recognize that Confidential Information involves one of the Buyer’s valuable and unique assets. For illustrative purposes, her e is a sample provision. Open legal documents with free e-signing. The only equity owner is the Seller and no person has any existing right to purchase any equity of the Seller. No party may assign either this agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other party, except that the Buyer may assign any or all of its rights under this agreement, in whole or in part, without obtaining the consent or approval of any other party, (1) to any current or future affiliate of the Buyer, (2) to any entity into which the Buyer may be merged or consolidated, (3) in connection with any acquisition, restructuring, merger, conversion, or consolidation to which the Buyer may be a party, or (4) to a lender to the Buyer or its affiliates as collateral security for current or future obligations owed by the Buyer or its affiliates to the lender. How Can We Help. If two dentists (Dr.Smith & Dr.Jones) want to conduct a practice transition independent of any 3rd party broker, this contract will provide a base framework from which they can then customize via (The Green Button Below) and execute via (Electronic-S... This contract circumvents the current Dental-Practice-Broker model. 6. It indicates that each party has noted the change and accepted it. Are you looking to put in place the practices and procedures to make your existing dental business more profitable? Signing with Docracy just got an upgrade — read about our new eversign eSign integration What's changed? Warranties and representations are the seller’s statements on which the buyer’s purchasing decision is based. Representations and Warranties. This should be drafted by an attorney to ensure that all legal concerns are addressed. Pursuant to this agreement, the Seller conveys to the Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens and encumbrances. 2. However, if substantial failure occurs, responsibility for fixing it should be allocated between the buyer and seller. It is inferred that the Seller will make all reasonable efforts to transfer the existing goodwill of the practice to the Buyer; in addition, take no intentional actions that would damage this goodwill; g) the internet domain name www.________________.com and all variants owned by the Seller and/or used in the Business; h) all social media accounts, including, without limitation Facebook, Google Plus, LinkedIn, Twitter and YouTube accounts, used in the Business; i) the “Equipment,” as set forth on Exhibit A to this Schedule 1, all of which must be in good working condition. At any time and from time to time after the date of this agreement: (1) the Seller shall execute and deliver or cause to be executed and delivered to the Buyer such other instruments and take such other action, all as the Buyer may reasonably request, in order to carry out the intent and purpose of this agreement; and (2) the Buyer shall execute and deliver or cause to be executed and delivered to the Seller such other instruments and take such other action, all as the Seller may reasonably request, in order to carry out the intent and purpose of this agreement. Private, BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT. Here are some of the most vital but often overlooked clauses. Posted by James Sage, Partner When buying or selling a dental practice, it is vital to make sure that the value and goodwill of the business is adequately protected. The Seller has carefully read and considered the provisions of this Schedule 5 and, having done so, agrees that the restrictions set forth herein are fair and reasonable given the terms and conditions of this agreement, the nature of the Seller’s business, the area in which the Seller markets his/her services, and the consideration being provided pursuant to this agreement. The Seller owns and operates a dental practice known as _________________________ located at __________________________________________________ (the “Business”). The sale may also include the transfer of the business name, accounts receivables, contracts, cash on hand and on deposit, and other tangible or intangible properties. All monies required to be withheld by the Seller from employees for income taxes and social security and other payroll taxes have been collected or withheld and either paid to the respective governmental bodies or set aside in accounts for such purpose. Each of the undersigned has caused this bill of sale and assignment and assumption agreement to be duly executed and delivered as of the date first written above. The Seller will be liable for the prorated amount of all such expenses during the period through the Effective Time, and the Buyer will be liable for the prorated amount of all such expenses during the period after the Effective Time. That’s why you should carefully consider the nature and content of the associate agreements. 9. “Confidential Information” means information directly or indirectly involving the Business that is not available or open to the public generally. If SELLER should enter into this DENTAL PRACTICE SALES CONSULTING AGREEMENT at or before the time of delivery of the PRACTICE valuation, the fee for the PRACTICE valuation shall be $1,000.00. 6. How to Analyze a Dental Practice for Sale – The Quantitative Factors How to Analyze a Dental Practice for Sale – The Qualitative Factors Why You Should Buy a Dental Practice BEFORE Your Student Loans are Paid Off. The Seller has good and marketable title to all of the Purchased Assets free and clear of all liens and encumbrances. Contract is used by companies positioned in different countries for the sale and purchase of different types of products Associate Agreements may be required for self-employed staff at the practice to retain their services and prevent them from setting up a competing practice. The Seller will not be responsible for any liability that arises from the Buyer’s operation of the Business after the Effective Time. SALES & PURCHASE AGREEMENT CIF Bulk Bonny Crude Oil CONTRACT N°:01905 SELLER'S CODE: S-2249-30 BUYER'S CODE: This Agreement ("The Agreement') made on this 23rd day of June 2014 by and between: SELLER COMPANY ADDRESS CITY / ZIP / COUNTRY COMPANY TEL/CELL COMPANY EMAIL CEO E-MAIL as ("Seller") and: BUYER: ADDRESS: Represented by: Phone: Fax: … AGREEMENT OF PURCHASE This agreement is by and between _____ (“Institution”), and _____ (“Seller”). If you are purchasing a company with others, you may … If you are interested in learning how to take your dental practice to the next level, please contact Ascent Dental Solutions today at 413-224-2659 to learn how Dr. Coughlin can help. And No. INTERNATIONAL SALE CONTRACT TEMPLATE Download International Sale Contract sample in Word format. A dental practice transaction can be done through an asset purchase (this gives the purchaser the opportunity to “cherry pick” the assets) or a share sale (where the purchaser buys “warts and all”) if the seller has incorporated his/her practice. beliteaircraft.com. If you own a dental practice and don't have a buy–sell agreement, getting it in place ASAP is one of the smartest business moves you can make, according to attorney Stephen P. Rickles, J.D. The Seller and the Owner each acknowledges and agrees that its breach of any of the agreements in this Schedule 5 would result in irreparable damage and continuing injury to the Buyer. All verbal representations should be written into the purchase agreement. If the Equipment value after inspection is more or less, then the Purchase Price will be adjusted accordingly; b) all accounts receivable of the Seller outstanding at the Effective Time; “Assumed Contracts” means the following contracts: _________, [Seller Please Attach a List of all Dental Equipment. Cost to Resell. Compliance with Laws. The buyer may choose to purchase all, none, or some of the accounts receivable. Any costs associated with operating the Business in the ordinary course, including but not limited to payroll expenses, lab fees, equipment expense, material costs, and utility or similar charges, payable with respect to the period in which the Effective Time falls, will be prorated based on the actual number of days applicable to the pre-Effective Time and post-Effective Time occupancy and use. To get free e-signing, version tracking and help others! 1. Some of the agreements that may be required, where applicable, are incorporated into the Sale and Purchase Agreement (for example an Associate Agreement, a Partnership Agreement). 2. Once all the relevant parties have determined the specifics of employment, we will need to furnish such facts to this template where requested. 5. The Seller has operated the Business in the ordinary course before the Effective Time. Any suit, action, or other proceeding brought against any of the parties to this agreement or any dispute arising out of this agreement or the transactions contemplated hereby must be brought either in the courts sitting in ________________ County, _____________, and by its execution and delivery of this agreement, each party accepts the jurisdiction of such courts and waives any objections based on personal jurisdiction or venue. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. To compound the problem, this is usually a once-in-a-career event for both parties, and neither party is very knowledgeable about how to proceed. By taking over the seller's interest in the dental practice, the buyer automatically assumes all of the business's current and future liabilities, known and unknown. 2. This election, along with specifics on how any accounts receivable retained by the seller will be collected, should be written into the purchase agreement. Should any contingencies fail to happen, you can walk away with no liability. This contract sets forth the specifics of the sale including the leasehold interest, goodwill and any office equipment, consideration paid and allocation of the purchase price. In addition, the Seller specifically agrees that the length, scope, and definitions used in the covenant not to compete and other restrictions set forth in this Schedule 5 are fair and reasonable. 1," he says. Title; Condition of Purchased Assets. Heads of Terms Our team will prepare sale and purchase agreements which are specifically tailored to you and your practice. The Exhibits and Schedules to this agreement are a material part of this agreement and are incorporated by reference herein. show moreignature). 12. The first task will be to date this paperwork in the statement “I. In making this allocation, the buyer's interests will often conflict with the seller's. This bill of sale and assignment and assumption agreement is entered into on _____, 20__, between _________________, a (the “Buyer”), and __________________, a (the “Seller”). by Jon Mottahedeh, SECOND AMENDMENT DATED AS OF JANUARY 3, 2011 TO PURCHASE AND SALE AGREEMENT Financial Information; Ordinary Course. 5. Practice Continuation Agreements: A Practice Survival Kit Sample Agreements to Buy and Sell The illustrative material in this appendix has been included for informational purposes only. It is the brainchild of Dr. Kevin Coughlin, who earned his doctorate at Tufts University School of Dental Medicine and currently serves as a faculty member there. While the purchase agreement is the key document in a dental sales practice purchase, it is not sufficient on its own. You can also see Land Purchase Agreement Forms. Description of assets to be acquired In the agreement, you need to identify the assets to be purchased, as well as the assets that ar e to be excluded. Common warranties include broad statements about the worthiness of the practice, such as having no liens or encumbrances on the assets and the seller’s dentistry license never having been revoked. The Seller provides no express or implied warranty, indemnification, or guarantee to any of its customers at any time in excess of the warranty provided by the applicable product manufacturer.Each product sold or service rendered by the Seller is and has been sold or rendered, as applicable, in conformity with all applicable contractual commitments and all express and implied warranties, and the Seller does not have any liability (and there is no basis for any present or future proceeding) for replacement or repair thereof or other damages, liabilities, or obligations in connection therewith. Ascent Dental Solutions is a full-service agency dedicated to helping dentists build their practices and map out their careers. Initialling any change on a sale and purchase agreement is considered best practice. Leave a Reply Cancel reply. Should SELLER cancel this agreement prior to the sale of SELLER'S PRACTICE, SELLER shall pay the additional sum of $1,950.00 for the total cost of an appraisal for a non-listed general practice of … Sale of the Purchased Assets; Assumption of the Assumed Contracts. 4. It is the brainchild of Dr. Kevin Coughlin, who earned his doctorate at Tufts University School of Dental Medicine and currently serves as a faculty member there. by Public Domain. Unfortunately, since dentists typically only do this once in their lifetime, they do not have a chance to learn from previous mistakes. 8. SALE OF PRACTICE ASSETS: Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions set forth in this Agreement and the Sale Order, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Practice Practice Purchaser shall purchase, Taxes. Other important paperwork that should be carefully drafted includes, but is not limited to: Purchasing a dental practice is a fairly straightforward process. Proration of Expenses. A common provision states that the seller can choose to either return to the practice to fix the work or pay the buyer 50 to 75 percent of the buyer’s customary fee to perform the work, and specifies both the time period for which the election is in effect and the method by which the buyer will notify the seller of such issues. A letter of intent is the tool that allows you to do just that. ), the business sale/purchase agreement/contract (BTA) is legally binding, S. to sell and B. to purchase, upon the terms of the BTA. (2) $_ $______________ will be paid at the Closing by wire transfer. This sample also gives an idea of the standard clauses to be included in the agreement. Details. 4. Miscellaneous. 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