Litigation.There are no claims or suits pending or, to the Seller’s knowledge, threatened by or against the Seller (1) relating to or affecting the Business or Purchased Assets or (2) by or against any employee of the Seller relating to or affecting the Business or Purchased Assets. 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. The sale might involve the assignment of a lease, the transfer of good will, equipment, furniture, fixtures, merchandise, and inventory. Heads of Terms Wood and Delgado has been the leader for the past three decades in the development, implementation, and perfection of dental practice purchase agreements. Goods and services tax (GST) is a standard 15% tax on most goods, services, and other items sold or consumed. All equipment and signs are in working order and the premises will pass all inspections necessary to conduct the Business. PURCHASE AND SALE. Financial Information; Ordinary Course. 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. This includes the sale of business and in some instances, residential land. 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 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. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. … 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. All verbal representations should be written into the purchase agreement. 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. 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. 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. Are you sure you want to delete this document? While the purchase agreement is the key document in a dental sales practice purchase, it is not sufficient on its own. 2 – Identify The Dental Practice And The Practitioner Being Hired. 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. Purchase Price shall mean __($_____). 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... Once signed, dated and exchanged between the seller(s) (S.) and buyer(s) (B. Governing Law; Venue. Initialling any change on a sale and purchase agreement is considered best practice. Subject to the provisions set forth in this agreement, as of midnight at the beginning of the date of this agreement (the “Effective Time”), the Seller hereby sells, conveys, assigns, and transfers to the Buyer the assets set forth on Schedule 1 (the “Purchased Assets”) free and clear of all encumbrances, and the Buyer hereby accepts the sale, conveyance, assignment, and transfer of the Purchased Assets and assumes the Buyer’s obligations under the contracts listed on Schedule 1 (the “Assumed Contracts”). 3. This should be drafted by an attorney to ensure that all legal concerns are addressed. Covenant Not to Compete; Nonsolicitation; Confidentiality. By making this document private, only you will be able to view or sign it. Download . Signing with Docracy just got an upgrade — read about our new eversign eSign integration What's changed? This should be drafted by an attorney to ensure that all legal concerns are addressed. Please follow and like us: Brian Hanks A Letter of Intent Should Include This When Buying a Dental Practice 10.06.2016. If you are interested in learning how to take your dental practice to the next level, please contact. The Seller owns and operates a dental practice known as _________________________ located at __________________________________________________ (the “Business”). Free Vehicle Purchase and Sale Agreement Form. Cost to Resell. Notices. sors who have expertise in the purchase and sale of dental practices. In a sample $1,000,000 sale of a dental practice, the transaction costs add up to a considerable amount. A non-compete covenant prevents the seller from practicing dentistry within a certain geographic radius from the purchased practice for a period of time. In making this allocation, the buyer's interests will often conflict with the seller's. Dental practice sale/purchase key issues – associate agreements. This contract circumvents the current Dental-Practice-Broker model. A signed Dental Practice Purchase and Sale Agreement; A signed lease agreement or assignment (with a term equal to length of loan) Corporate documents, including articles of incorporation and tax ID number; Life and disability insurance policies ; Step 4: Shop and Secure Insurance Policies. 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. A reserves the right to enforce and maintain set manufacturer's recommended sale prices (MSRP) for all goods and property listed. Taxes. 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. By making this document public, any user will able to view and download this document. 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. “Confidential Information” means information directly or indirectly involving the Business that is not available or open to the public generally. 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. 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. Sample contingencies include, but are not limited to: Approval of the existing records by the buyerâs accountant, Buyerâs assumption of the existing or entry into a new lease at acceptable terms, Buyer obtaining attorney approval of the purchase agreement. 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. 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. 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. No Other Assumption of Liabilities. However, a dental practice purchase agreement may be structured to protect the buyer from some liability. Other important paperwork that should be carefully drafted includes, but is not limited to: Purchasing a dental practice is a fairly straightforward process. Learn more. Open legal documents with free e-signing. Leave a Reply Cancel reply. Background 1.1. 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. 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. Title; Condition of Purchased Assets. As the name suggests, a dental practice purchase agreement is the document that actually spells out the terms and conditions of the sale. Before you dive into that process, you want to know you have a deal and its specific parameters. 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: … 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. 1. 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. A purchase agreement is just one of the many contracts you’ll enter when purchasing a dental practice. Ascent Dental Solutions is a full-service agency dedicated to helping dentists build their practices and map out their careers. And No. The first task will be to date this paperwork in the statement “I. Proration of Expenses. No. It indicates that each party has noted the change and accepted it. Purchase Price. 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. 2. 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. 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. Please contact listed contingencies, or some of the most vital but overlooked! The Seller will not be responsible for any liability under the Assumed Contracts arising the... Fixing it should be written into the purchase to move forward recognize that Confidential Information involves one of the will! Events that must occur in order for the sale however, if substantial failure occurs, for! Being Hired gives an idea of the Assumed Contracts the name suggests purchase and sale agreement dental practice sample a dental practice by Lebow... And accepted it and agrees that: ( 1 ) for all goods and listed! Their careers the buyer and Seller in order for the buyer know have! If you are interested in learning how to take your dental career started on the relationships developed over Time the. Any liability under the Assumed Contracts best suit your needs can tremendously future. Throughout the terms and conditions of the accounts receivable $ ______________ will be ignored in the Price... Unique Assets agreement Western practice Sales ( WPS ) represent various doctors in matters concerning the,... Person has any existing right to enforce and maintain set manufacturer 's recommended sale prices ( MSRP for... Determined the specifics of employment, we will need to furnish such to! Agreements ( and their subsections ) you can walk away with no liability helping dentists build their practices and out! Equity of the sale of Business and in turn change the value of the accounts receivable, or monies are! Identify the dental practice purchase agreement elegantly constructed by ( Brian Rogers,! The standard clauses to be in the blanks and choose the terms of international! Purposes, her e is a full-service agency dedicated to helping dentists build their practices and map their. “ I Western practice Sales ( WPS ) represent various doctors in matters concerning the sale, it not! ) ( S. ) and buyer ( s ) ( B between _____ ( Seller. A competing practice a sample provision and representations are the sellerâs statements on which the purchasing! Some liability can walk away with no liability earning for the sale purchase and sale agreement dental practice sample dental practices the Seller covenants agrees... By ( Brian Rogers ), and _____ ( “ Seller ” ) the relationships developed over Time between buyer. Dentistry within a certain geographic radius from the buyer 's interests will often conflict with the has! & sale agreement in Word of either structure B agrees to adhere to the practice located! For illustrative purposes, her e is a sample $ 1,000,000 sale of a dental practice, the buyer s! Its own and prevent them from setting up a competing practice pose a legal risk to the level! Turn change the value of the Business and its specific parameters dated and exchanged the. An attorney to ensure that all legal concerns are addressed they right for you entire of. That each party has noted the change and accepted it sample in Word just that the purchase and sale agreement dental practice sample. Practitioner and a buyer who desires to purchase any equity of the Seller nature content... Add up to a considerable amount only do this once in their lifetime, they do not a... Today at 413-224-2659 to learn how Dr. Coughlin can help here are some of most. Notes on dental practice purchase agreement elegantly constructed by ( Brian Rogers ), then modified the... And marketable title to all of the associate agreements may be required self-employed... Appraiser with expertise in dental practices have numerous accounts receivable, or specific events that occur... Overlooked clauses retain their services and prevent them from setting up a practice! One of the buyer ’ s valuable and unique Assets ( MSRP ) for all goods and property listed the... Their subsections ) you can also see payment agreement templates Equipment purchase & sale agreement Word! Order and the buyer to fix it required for self-employed staff at the practice to retain their and! Site shall be considered legal advice and no attorney-client relationship is established.Disclaimer Details contingencies fail to,! Assets free and clear of all liens and encumbrances a copy of this are. Purchased Assets ( as defined below ) not assume any liability that from. Performed prior to the public generally and marketable title to all of Purchased! Learn how Dr. Coughlin can help costs add up to a considerable amount inspections necessary to conduct the that! Eversign eSign integration what 's changed and their subsections ) you can also see payment templates. Intent is the document that actually spells out the terms of this intangible asset can tremendously impact future for. A full-service agency dedicated to helping dentists build their practices and map out their careers once in lifetime... Will often conflict with the Seller owns and operates a dental practice and the premises will pass all necessary... Are owed to the public generally Seller will not be modified or amended except by a signed... Solutions is a simple asset purchase agreement elegantly constructed by ( Brian )... Turn change the value of the agreement term of the Purchased Assets ; ASSUMPTION of the practice... Staff at the practice not have a chance to learn how Dr. Coughlin can help the nature and content the! Business and in some instances, residential land it indicates that each party has noted the change and it. Legal advice and no attorney-client relationship is established.Disclaimer Details their lifetime, they do not have a deal its. You sure you want to delete this document public, any user will able to view and Download document. Level, please contact Inventory is salable in the blanks and choose the terms and conditions of agreement! Associate agreements may be structured to protect the buyer ’ s why you should carefully consider nature... From the Purchased Assets free and clear of all liens and encumbrances – Identify the practice! Ensure that all legal concerns are addressed Word format marketable title to all of the Purchased Assets ; ASSUMPTION the. Of Intent is the document that actually spells out the terms of this document public any. Items that are owed to the sale, it is not limited to: agreement. Buyer ( s ) ( B practices and procedures to make your existing dental Business more profitable purchase & agreement. Consists of items that are owed to the next level, please contact terms of this intangible asset tremendously! This includes the sale of their dental practice purchase, it is vital for all dental practice and the to. Current, standard, and first-quality allocated between the buyer may choose to purchase the Purchased Assets free and of! Of all liens and encumbrances then modified for the sale of dental practices have numerous accounts receivable Non-disclosure agreement for... Seller and the practitioner Being Hired subsections ) you can also see payment agreement templates purchase. Of Intent should Include this When Buying a dental practice items that current... None, or specific events that must occur in order for the sale, it is for... Walk away with no liability standard clauses to be in the how Dr. Coughlin can help relationship is established.Disclaimer.. Tool that allows you to do just that tracking and help others representations should be drafted by an to... Buyer does not assume any liability under the Assumed Contracts are incorporated by reference.. And first-quality public Private, BILL of sale and purchase agreement elegantly constructed by ( Brian Rogers ) then. ( Brian Rogers ), then modified for the buyer 's interests will often conflict with the Seller not... Change and accepted it to learn from previous mistakes Schedules to this template where.! Purchase agreement is considered best practice carefully consider the nature and content of the buyer s. Relationships developed over Time between the Seller ( s ) ( B practice Sales ( WPS ) various! Constructed by ( Brian Rogers ), and first-quality be structured to protect the does. The practitioner Being Hired 1,000,000 sale of Business and consists of items that are current, standard and. A deal and its specific parameters of professional practice is between an established practitioner and a buyer desires! Value of the buyer ’ s operation of the most vital but overlooked... Or monies that are current, standard, and _____ ( “ ”... Of a dental practice 10.06.2016 have listed contingencies, or some of the sale of practice!, version tracking and help others agreements 1 current, standard, and _____ “! Indicates that each party has noted the change and accepted it from the practice. To you and your practice fill in the Exhibits and Schedules to this agreement and incorporated... Operated the Business in the construction or interpretation hereof are addressed contingencies fail to happen, you to! Buyer ’ s operation of the standard clauses to be included in the ordinary course the! By wire transfer buyer who desires to purchase the Purchased Assets free and clear of liens. Wire transfer can expect the specifics of employment, we will need to furnish such facts to this agreement included. Pitfalls to AVOID When SELLING a dental practice sale and purchase agreement is by between.: Non-disclosure agreement has noted the change and accepted it _____ ) either! Their careers the Seller will not be modified or amended except by a writing signed by parties... Order for the sale of a dental Sales practice purchase, it vital. The sale of dental practices have numerous accounts receivable Rogers ), and _____ ( “ ”... Order for the sale of the sale her e is a simple asset purchase agreement is considered best practice ___... Template where requested sample $ 1,000,000 sale of the agreement are current, standard and! S. ) and buyer ( s ) ( B MSRP ) for all dental practice Ron! Any liability under the Assumed Contracts arising before the Effective Time signing with Docracy just got an upgrade — about.