Wholey Moley, Inc.

Background
Wholey Moley, Inc, a manufacturing company that engages in selling different products for garden pests is planning to sell the company to Roadkill Cafe. The boss of the company, Bruce D., had a hand shake agreement with the Roadkill cafe owner. The agreement is that, Roadkill will buy Whole Moey at price of $50,000 and get a net profit of 30% in the First year, 20% in the second and third year, and 10% in the forth and fifth year.

The other clause to be included in the agreement is that Roadkill will employ Wholey Moley’s president for five years as a chief operating officer for a salary and profits sharing and benefits in addition. He will be given a retirement benefit at the end of the five years, that will be based on the realized increase in profits. The sale of the Wholey Moley include inventory, goodwill, the customer lists and other assets held by the company. The task is to draft a contract between the two companies.
Agreement
Business Purchase Agreement Dated As of August 28, 2008.
Parties: Wholey MoleyInc. and Road Killer Cafe.
Sectors: Retail selling
Law Firms:[1]
Governing Law: Pennsylvania, United States of America.
Business Purchase Agreement Between Road Killer Cafe, the purchase, and Wholey Moley, Inc, the Seller:
Wholey Moley is selling its Business to Road Killer Cafe for the terms and conditions as provided in the clauses as provided below:
Clause One:
Wholey Moley boss, Mr. Bruce D. has offered to sell Wholey Moley business to Road Killer. The sell involves the selling of the whole business assets to Road killer.
Clause Two.
Road Killer will buy Wholey Moley at a price of $ 50, 000.
Clause Three.
In addition to the $50, 000, Road Killer will share its net income with Wholey Moley for the following five years after sealing the contract. The net income portion of 30% will be disseminated to the Wholey Moley in the first year, 20% will be disseminated in the second and third year. For the fourth and fifth year, Wholey Moley owners will be given 10% of the income statement.[2]
Clause Four : Terms and conditions of Making Payments
Clause Four: Absorbing of the current staff
Roadkill will absorb Wholey Moley’s President, Bruce D. into its workforce. Bruce D. will work at a capacity of a Chief Operating Officer for a duration of five years. He will be entitled to a salary of  [4].
Bruce D. will be entitled to profit sharing and benefits and Retirement bonus. The retirement benefits will be based on the increase in profits. The retirement will be at a proportion of [5] , and it will be paid at [6]
Clause Five: Assets involved in the sale
The sale will include the transfer of assets that include; inventory, the customers lists, the company’s goodwill, the company’s debts among other assets owned by Wholey Moley.
Clause Six: The transfer of the assets
Clause Seven: Making changes on the Agreement
Changes will be made on the agreements set above on the consent of all the parties that are involved in the contract (Clark, 2005).

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Reference
Clark, D. (2005). Introduction to the Law of the United States. Kluwer Law International.        pp 285.
[1]    Identifying the law firms that are involved in the contract is important in proving the credibility of the contract
[2]    The accounting standards that are to be observed on calculating the net income should be set. This will follow from the possibility of various income recognition methods presenting varied net incomes at a particular time during the trading period.
[3]    Terms are conditions of payment are not provided in the agreement. They are necessary following the sensitivity that is involved on the scheduling of payments. This should include the time when the money is to be paid and by which means. Penalty for making payments should also be included in the clause.
[4]    The figure of the salary need to be provided to avoid the conflicts that are might arise concerning the compensation. It should either be an arbitrary figure or defined by a given formula. The formula should however be based on based on some predetermined variable .
[5]    proportion should be given given the varying nature of profitability.
[6]    Specifying the time at which retirements should be paid is important as it can either be spread over a specified time or paid at lump-sum.
[7]    The agreement should specify the trend over which assets will be transferred to the new ownership. It should specify the time to be taken on making a transfer.

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