Terms & Conditions of Sale

Last Updated: 01/17/2024

This agreement ("Agreement") is entered into between [Seller Name], hereinafter referred to as the "Seller," and [Buyer Name], hereinafter referred to as the "Buyer," collectively referred to as the "Parties."

1. Sale of Ecommerce Website

1.1 The Seller agrees to sell and the Buyer agrees to purchase the ecommerce website known as Toycent [https://toycent.com] as described in Exhibit A attached hereto.

1.2 The purchase price for the Website is [Amount], payable as specified in Exhibit B.

1.3 The sale includes the transfer of all assets related to the Website, including but not limited to domain names, intellectual property, customer databases, and website content.

2. Closing

2.1 The closing date for the sale shall be [Closing Date], or such other date as agreed upon by the Parties in writing.

2.2 At closing, the Seller will transfer ownership and control of the Website to the Buyer. The Buyer will provide payment in accordance with the terms specified in Exhibit B.

3. Representations and Warranties

3.1 The Seller represents and warrants that they are the legal owner of the Website and have the authority to sell it.

3.2 The Seller represents and warrants that, to the best of their knowledge, the Website is free from any encumbrances, liens, or legal claims.

3.3 The Seller makes no other representations or warranties regarding the Website, and the Buyer accepts the Website "as is."

4. Non-Compete

4.1 The Seller agrees not to engage in any business activities that directly compete with the Website for a period of [Non-Compete Period] within the State of Delaware.

5. Confidentiality

5.1 Both Parties agree to keep confidential all information related to the sale that is not in the public domain.

6. Governing Law

6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

6.2 Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

7. Miscellaneous

7.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings, whether oral or written.

7.2 Any amendments to this Agreement must be in writing and signed by both Parties.