Business Letter-Let your problems be ours

Business Planning

noreply@blogger.com (Vivienna) — Wed, 14 Dec 2011 22:23:44 PST

For people who want to do the business planning, please refer the following is the table of content you must have for prepare you business planning proposal.

Table of Contents
________________________________________

Statement of Confidentiality & Non-Disclosure 3

Executive Summary
Business Description
Products and Services
The Market
Competition
Operations
Management Team
Risk/Opportunity
Financial Summary
Capital Requirements

1. Business Description
1.1 Industry Overview
1.2 Company Description
1.3 History and Current Status
1.4 Goals and Objectives
1.5 Critical Success Factors
1.6 Company Ownership
1.7 Exit Strategy

2. Products / Services
2.1 Product/Service Description
2.2 Unique Features or Proprietary Aspects of Product/Service
2.3 Research and Development
2.4 Production
2.5 New and Follow-on Products/Services

3. The Market
3.1 Industry Analysis
3.2 Market Analysis
3.3 Competitor Analysis

4. Marketing Strategies and Sales
4.1 Introduction
4.2 Market Segmentation Strategy
4.3 Targeting Strategy
4.4 Positioning Strategy
4.5 Product/Service Strategy
4.6 Pricing Strategy
4.7 Distribution Channels
4.8 Promotion and Advertising Strategy
4.9 Sales Strategy
4.10 Sales Forecasts

5. Development
5.1 Development Strategy
5.2 Development Timeline
5.3 Development Expenses

6. Management
6.1 Company Organization
6.2 Management Team
6.3 Management Structure and Style
6.4 Ownership
6.5 Board of [Advisors OR Directors]

7. Operations
7.1 Operations Strategy
7.2 Scope of Operations
7.3 Ongoing Operations
7.4 Location
7.5 Personnel
7.6 Production
7.7 Operations Expenses
7.8 Legal Environment
7.9 Inventory
7.10 Suppliers
7.11 Credit Policies

8. Financials
8.1 Start-up Funds
8.2 Financial History and Analysis (current businesses only)
8.3 Current Financial Position (current, takeover or franchise businesses only)
8.4 Operating Forecast
8.5 Break-Even Analysis
8.6 Balance Sheet
8.7 Income Statement
8.8 Cash Flow

9. [Offering OR Funding Request]
9.1 Offer
9.2 Capital Requirements
9.3 Risk/Opportunity
9.4 Valuation of Business
9.5 Exit Strategy

10. Refining the Plan
10.1 For Raising Capital
10.2 Refine According to Type of Business

11. Appendix

Management and Administrative Services Agreement

noreply@blogger.com (Vivienna) — Fri, 11 Jun 2010 12:07:02 PDT

This Management and Administrative Services Agreement (the “Agreement”) is effective [DATE],

BETWEEN:

[YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the "Service Provider"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

WHEREAS [YOUR COMPANY NAME] wishes to retain the services of [COMPANY NAME] (the “Service Provider”) to provide certain management and administrative services to [YOUR COMPANY NAME];

WHEREAS the Service Provider has the requisite expertise, ability and capacity to provide management and administration services to [YOUR COMPANY NAME] and wishes to provide same;

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS:

1. SERVICES
1.1 The Service Provider shall provide to [YOUR COMPANY NAME] the management and administration services set out in Article 1 hereto, as may be amended from time to time:

[DESCRIBE]

2. FEES
2.1 In consideration for the Service Provider providing the management and administration services to [YOUR COMPANY NAME] hereunder, [YOUR COMPANY NAME] hereby agrees to pay to the Service Provider a fee in accordance with the terms and conditions set out in Article 1.

3. TERM
3.1 The term of this agreement shall commence on [DATE] and shall terminate on [DATE], unless otherwise agreed in writing by the parties hereto.

4. ACCOUNTING
4.1 The Service Provider shall keep and maintain at a location designated from time to time by [YOUR COMPANY NAME] fully detailed and proper records regarding all financial transactions involved in the management of [YOUR COMPANY NAME]’s business and shall forward to [YOUR COMPANY NAME] on or before the [NUMBER] day of each month, a statement of receipts and disbursements in a form designated by [YOUR COMPANY NAME]. All such records shall be made available to [YOUR COMPANY NAME] and its representatives at reasonable times whenever requested.

5. CORPORATE INFORMATION
5.1 [YOUR COMPANY NAME] shall furnish to the Service Provider from time to time as required all information and all written authorizations or other documents necessary for the Service Provider to perform its duties hereunder.

6. INDEMNIFICATION
6.1 [YOUR COMPANY NAME] shall, during and after the termination of this agreement, indemnify and save the Service Provider completely harmless from any and all damages or injuries to persons or property, or claims, actions, obligations, liabilities, costs, expenses and fees arising from any cause whatsoever (except if due to the negligence of the Service Provider or those for whom it is responsible by law), with respect to the performance of its duties hereunder.

7. TERMINATION
7.1 On termination of this Agreement:
(a) the Service Provider shall, within [NUMBER] days thereafter, render a final accounting to [YOUR COMPANY NAME] which accounting shall include all adjustments between the parties to ensure that all commitments of the Business are provided for.

(b) the Service Provider shall immediately surrender to [YOUR COMPANY NAME], or as [YOUR COMPANY NAME] may direct, all property, books and records of [YOUR COMPANY NAME] then in the custody of the Service Provider.

8. GENERAL
8.1 Nothing contained in this Agreement shall be construed as constituting the Service Provider a partner of or in joint venture with [YOUR COMPANY NAME].

8.2 The parties shall take all such further actions and execute all such further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

8.3 This Agreement shall be construed and interpreted in accordance with the laws of the [State/Province] of [STATE/PROVINCE] and the laws of [COUNTRY] applicable therein.

8.4 This Agreement may be executed in one or more counterparts each of which when so executed shall be deemed to be an original and such counterparts together shall constitute but one of the same instrument.

8.5 Any notice or payment to be given under this Agreement shall be in writing and delivered by hand or, except in the event of disruption of postal service, mailed by prepaid registered mail to the party at the address shown below and such notice shall be deemed to have been given on the day of delivery or on the fifth business day after mailing as aforesaid, as the case may be. In the case of a notice alone, such notice may also be sent by telecopier to the relevant party at the telecopier number set out below.

If to [YOUR COMPANY NAME]:

[YOUR COMPANY NAME]
[YOUR COMPLETE ADDRESS]
Attention: [INDIVIDUAL NAME]
Telecopier: [YOUR FAX NUMBER]

If to [COMPANY NAME]:

[COMPANY NAME]
[FULL ADDRESS]
Attention: [INDIVIDUAL NAME]
Telecopier: [FAX NUMBER]

Notice of change of address or telecopy number may be given by any party in the same manner.

8.6 The [COMPANY NAME] hereto have expressly required that this Agreement and all deeds, documents and notices relating hereto be drafted in the English language.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.

COMPANY

______________________
Authorized Signature

SERVICE PROVIDER

____________________
Authorized Signature

CONTRACT FOR THE STORAGE OF GOODS

noreply@blogger.com (Vivienna) — Wed, 07 Apr 2010 07:32:00 PDT

CONTRACT FOR THE STORAGE OF GOODS
This Contract for the Storage of Goods (the "Agreement") is made and effective the [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Depositor"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [WAREHOUSEMAN NAME] (the "Warehouseman"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

in consideration of the mutual covenants contained in this agreement, the parties agree as follows:

1. RATES FOR STORAGE AND HANDLING
Depositor engages Warehouseman to perform, and Warehouseman agrees to perform, storage and handling of the following merchandise, referred to in this agreement as “Goods”, at the following rates, as required by Depositor in the course of its business during the term of this agreement:

Goods Type of Container Size Gross Weight Storage Rate Per Month Handling In & Out Rate
2. TERM OF AGREEMENT

This agreement shall be operative for a period of [NUMBER] months, commencing [DATE], and ending [DATE].
3. STORAGE OF GOODS
a. All charges for storage are per [PACKAGE OR OTHER AGREED UNIT] per month.
b. Storage charges become applicable on the date that Warehouseman accepts care, custody, and control of Goods, regardless of the unloading date or the date of issue of any warehouse receipt.
c. Except as provided in paragraph 4 of this section, a full month’s storage charge shall apply on all Goods received between the first and the fifteenth, inclusive, of a calendar month; one-half month’s storage charge shall apply on all Goods received between the sixteenth and last day, inclusive, of a calendar month; and a full month’s storage charge shall apply to all Goods in storage on the first day of the next and succeeding calendar months. All such storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.
d. When mutually agreed on by Warehouseman and Depositor, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable on the first day of the storage month.

4. HANDLING OF GOODS
a. The handling rates set forth in Section One cover the ordinary labor involved in receiving Goods at the warehouse door, placing Goods in storage, and returning Goods to the warehouse door. Handling charges are due and payable on receipt of Goods.

b. Unless otherwise agreed, the following services shall be subject to an additional charge:
i. Labor for unloading and loading Goods.
i Receipt and handling of damaged Goods.
ii Unloading from or loading into cars or other vehicles not at the warehouse door.
iii Labor and materials used in loading rail cars or other vehicles.
iv Handling of Goods ordered out in quantities less than in which received.
c. Warehouseman shall not be liable for demurrage, delays in unloading inbound cars, or delays in obtaining and loading cars for outbound shipment unless Warehouseman has failed to exercise reasonable care.

5. SPECIAL SERVICES
Special services, including but not limited to the following, shall be provided by Warehouseman to Depositor subject to additional charge:

a. Warehouse labor required for services other than ordinary handling and storage.
b. Receipt or delivery of Goods, by prior arrangement, in other than usual business hours.
c. Provision of dunnage, bracing, packing materials, or other special supplies.
d. Communication services, including postage, teletype, telegram, or telephone, if the services concern more than normal inventory reporting or if, at the request of Depositor, communications are made by other than regular mail.
e. Compiling of special stock statements.
f. Reporting marked weights, serial numbers, or other data from packages.
g. Physical check of Goods.
h. Handling transit billing.

6. BONDED STORAGE
Storage of merchandise in bond shall be subject to a charge in addition to regular rates.

7. MINIMUM CHARGES
Minimum charges shall be assessed as follows:

a. A minimum storage charge per month of [AMOUNT].
b. A minimum handling charge per lot of [AMOUNT].
c. A minimum monthly charge for each account in the event that Depositor has several accounts, each requiring separate records and billing.
d. A minimum charge per mark, brand, or variety, when a warehouse receipt covers more than one lot or when a lot is in assortment.

8. TENDER FOR STORAGE
All Goods for storage shall be delivered at Warehouseman’s warehouse at [ADDRESS], [CITY], [STATE], properly marked and packaged for handling. Depositor shall furnish at or prior to such delivery a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired.

9. SHIPPING OF GOODS
Depositor covenants and agrees not to ship Goods to Warehouseman as the named consignee. In the event that, in violation of this agreement, Goods are shipped to Warehouseman as named consignee, Depositor shall notify the carrier of Goods in writing prior to the shipment, with a copy of the notice sent to Warehouseman, that Warehouseman is a Warehouseman and has no beneficial title or interest in Goods. Further, Depositor shall indemnify Warehouseman against any and all claims for unpaid transportation charges, including under charges, demurrage, detention charges, or charges of any other nature, in connection with Goods so shipped. In the event that Depositor fails to notify the carrier in accordance with this provision, Warehouseman shall have the right to refuse Goods and shall not be liable or responsible for any loss, injury, or damage to Goods.

10. REFUSAL OF GOODS
Warehouseman may refuse to accept Goods tendered for storage or other services that do not conform to the description contained in this agreement. If Warehouseman accepts such Goods, Depositor agrees to rates and charges as may be assessed and invoiced by Warehouseman as well as to all terms of this agreement.

11. MOVING OF GOODS
Warehouseman reserves the right to move, at Warehouseman’s expense, [NUMBER] days after notice sent by registered mail to Depositor or to the last known holder of a negotiable warehouse receipt covering such Goods, any Goods in storage from the warehouse in which they may be stored to any other of Warehouseman’s warehouses. If, however, Depositor or holder takes delivery of the Goods in lieu of transfer, no storage charge shall be made for the current storage month.

Warehouseman may, without notice, move Goods within the warehouse in which they are stored.

12. TERMINATION OF STORAGE
a. On written notice to Depositor and to any other person known by Warehouseman to claim an interest in Goods, Warehouseman may require the removal of any Goods by the end of the next succeeding storage month. Notice shall be given to the last known place of business or residence of the person to be notified. If Goods are not removed before the end of the next succeeding storage month, Warehouseman may sell them in accordance with applicable law.

b. In the event that Warehouseman, in good faith, believes that Goods are about to deteriorate or decline in value to less than the amount of Warehouseman’s lien before the end of the next succeeding storage month, Warehouseman may specify in the notification any reasonable shorter time for removal of Goods. If Goods are not so removed, Warehouseman may sell Goods at public sale held [NUMBER] days after advertisement or posting as is required by law.

c. In the event that, as a result of a quality or condition of Goods of which Warehouseman had no notice at the time of deposit, Goods are a hazard to other property, to the warehouse in which Goods are stored, or to any person, Warehouseman may sell Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in Goods. If Warehouseman, after a reasonable effort, is unable to sell Goods, Warehouseman may dispose of Goods in any lawful manner and shall incur no liability by reason of such disposition.

13. TRANSFER BY DEPOSITOR

Instructions by Depositor to Warehouseman to transfer Goods on the books of Warehouseman are not effective until delivered to and accepted by Warehouseman, and all charges up to the time transfer is made are chargeable to Depositor. If a transfer involves rehandling Goods, such rehandling shall be subject to a charge.

14. DELIVERY OF GOODS
a. Goods shall be delivered or transferred only on receipt by Warehouseman of complete instructions properly signed by Depositor. When no negotiable warehouse receipt is outstanding, Goods may also be delivered on instructions over the telephone in accordance with a prior written authorization, but Warehouseman shall not be responsible for loss or error occasioned by such delivery.

b. When Goods are ordered out, a reasonable time shall be given Warehouseman to carry out instructions. In the event that Warehouseman is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots, or any other reason beyond Warehouseman’s control, because of loss or destruction of Goods for which Warehouseman is not liable, or because of any other excuse provided by law, Warehouseman shall not be liable for failure to carry out such instructions, and Goods remaining in storage shall continue to be subject to regular storage charges.

c. In the event that a negotiable warehouse receipt has been issued, no Goods covered by that receipt shall be delivered, or transferred on the books of Warehouseman, unless the receipt, properly endorsed, is surrendered for cancellation or for endorsement of partial delivery. If a negotiable receipt is lost or destroyed, delivery of Goods may be made only on order of a court of competent jurisdiction and the posting of security approved by the court.

15. LIABILITY OF WAREHOUSEMAN
a. Warehouseman shall not be liable for any loss or injury to Goods however caused unless the loss or injury results from failure by Warehouseman to exercise such care in regard to Goods as a reasonable careful man would exercise under like circumstances and Warehouseman is not liable for damages that could not have been avoided by the exercise of such care.

b. Goods are not insured by Warehouseman against loss or injury however caused.
c. Depositor declares that damages are limited to [AMOUNT].

16. NOTICE OF CLAIM; FILING OF SUIT
a. Claims by Depositor and all other persons must be presented in writing to Warehouseman within a reasonable time, and in no event later than either [NUMBER] days after delivery of Goods by Warehouseman or [NUMBER] days after Depositor or the last known holder of a negotiable warehouse receipt issued for Goods is notified by Warehouseman that loss or injury to all or any part of Goods has occurred, whichever time is shorter.

b. No action may be maintained by Depositor or others against Warehouseman for loss or injury to Goods unless timely written claim has been given as provided in paragraph 1 of this section and unless such action is commenced either within [NUMBER] months after the date of delivery by Warehouseman or within [NUMBER] months after Depositor or the last known holder of a negotiable warehouse receipt is notified that loss or injury to all or any part of Goods has occurred, whichever time is shorter.

c. When Goods have not been delivered, notice may be given of known loss or injury to Goods by mailing of a letter by registered mail to Depositor or to the last known holder of a negotiable warehouse receipt issued for Goods.

17. CANCELLATION OF AGREEMENT
This agreement may be canceled by either Warehouseman or Depositor on [NUMBER] days’ written notice and is canceled if no storage or other services are performed under this agreement for a period of [NUMBER] consecutive days.

18. EFFECT OF AGREEMENT
The rights and liabilities set forth in this agreement shall inure to the benefit of, and be binding on, Warehouseman and Depositor and their respective heirs, executors, administrators, successors, and assigns.

IN WITNESS WHEREOF, Warehouseman and Depositor have executed this agreement at [DESIGNATE PLACE OF EXECUTION] on [DATE].

损失补偿协议

noreply@blogger.com (Vivienna) — Mon, 29 Mar 2010 17:15:00 PDT

损失补偿协议

损失补偿协议（以下简称“协议”）于 [日期] 签订并生效。

签订协议的一方： [贵公司名称]（以下简称“赔偿方”，根据 [省/市] 的法律成立和存续的公司，公司总部位于：

[贵公司完整地址]

另一方： [接受赔偿者名称]（以下简称“受偿方"），根据 [省/市] 的法律成立和存续的公司，公司总部位于：

[完整地址]

基于总金额以及合同双方确认收讫并确认充分的其他良好并有价值的对价，双方的继承人和指定人代表同意签署此补偿条约,使各方免受如下事件引发的诉讼、责任、诉求和损失影响，特此协议双方约定如下：

1. 责任、损失或损害

赔偿方需要补偿损失方承担由于诉求、要求、花费、判决导致的责任、损失或损害[引发赔偿的具体事实]。

2. 有效期

此协议规定赔偿自[日期]开始，一直持续到[日期]或者标志终止的事件或条件的[(日期)或指明终止事件或情况]之时。

3. 通知赔偿方要求
受偿方同意在[数字]天内，通过挂号或保证邮件寄送到合同所标明的地址通知赔偿方赔偿责任情况。

兹特立约为据，本协议双方于下面所载日期在 [签署地点] 签署生效。

赔偿方受偿方

授权签名授权签名

用正楷体填写姓名和职务用正楷体填写姓名和职务

DISTRIBUTION AGRREMENT

noreply@blogger.com (Vivienna) — Sun, 28 Mar 2010 02:32:24 PDT

DISTRIBUTION AGREEMENT
This Distribution Agreement (the” Agreement”), is made and effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the “Company”), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [DISTRIBUTOR NAME] (the "Distributor"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

WHEREAS the Company wishes to market the Products described in Schedule A (the "Products") through the Distributor, it is agreed as follows:

1. DEFINITIONS

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

“Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;

“Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods.

Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor.

“Affiliate means” any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control.

“Customer” means any person who purchases or leases Products from Distributor.

“Delivery Point” means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS].
“Exhibit” means an exhibit attached to this agreement.

“Goods” means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor.

“Products” means Goods, Accessories, and Spare Parts.

“Spare Parts means”: (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor.

“Specifications” means those specifications set forth in Exhibit D.

“Territory” means the following geographic area or areas: [SPECIFY].

“Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E.

2. APPOINTMENT OF DISTRIBUTOR

Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so.

Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products.

3. REFERRALS
If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling.
4. RELATIONSHIP OF PARTIES
a. Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions.

b. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance.

c. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it.

d. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.

5. SALE OF PRODUCTS BY DISTRIBUTOR
Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory.

a. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products ("Annual Market Potential") will be purchased and distributed in the Territory during the first year of this Agreement.

b. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year.

6. COMPETING PRODUCTS

Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof.

7. ADVERTISING
Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products.

a. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so.

b. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks.

8. NEW PRODUCTS
If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Distributor may request from Company distribution rights for that product in the Territory, or any portion thereof, and if so requested, Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on
terms and conditions no less favorable than those provided in this Agreement with respect to Products.

If Distributor does not obtain those distribution rights or obtains them only for a portion of the Territory, and Company or an Affiliate later desires to offer those distribution rights for the Territory or any portion thereof to another party, Company shall first, or shall cause such Affiliate to first, make that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer. That offer shall contain a full description of the subject product and its operation.

Distributor may request, and Company shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the product or the offer. If Distributor fails to accept such offer, Company or the Affiliate may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable than those offered to Distributor. If Company or the Affiliate desires to make a better offer to another party, Company shall first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the procedure set forth above.

9. DISTRIBUTOR SALES, SERVICE AND STORAGE FACILITIES
a. Distributor shall, at its expense, engage and maintain a sales, service and parts handling organization in the Territory, staffed with such experienced personnel as are necessary to enable distributor to perform its obligations under this Agreement.

b. Distributor shall, at its expense, maintain facilities and personnel in the Territory that will enable it promptly and satisfactorily to perform, at a reasonable price, all inspection, maintenance and other necessary servicing of Products sold by Distributor. To assist Distributor in the discharge of this service and maintenance function, Company shall provide service and maintenance training, without charge, to any reasonable number of Distributor's personnel as Distributor shall designate.

c. Distributor shall, at its expense, at all times store and maintain its inventory of Products in accordance with current, applicable instructions issued by Company from time to time.

d. Distributor shall, at its expense, deliver one copy of Company's current, applicable operation and maintenance manual to each Customer at the time of sale and, at that time, Distributor shall, at its expense, fully explain and demonstrate to the customer the proper method of operating and maintaining the Products.

e. Distributor shall mail to Company, during the term of the distributorship created by this Agreement and any extension thereof, prompt written notice of the address of each location at which products are stored, and the address of each facility established by Distributor to sell and service the Products. Company may, through its designated agent, inspect all such locations and facilities and the operations conducted therein at any time during normal business hours.

10. TRAINING OF DISTRIBUTOR
As promptly as practicable after execution of the Agreement, Company shall transmit to Distributor information, materials, manuals and other technical documents necessary to enable Distributor to perform its obligations under this Agreement and, in particular, to carry out the warranty repairs pursuant to ARTICLE 4 of this Agreement. Throughout the term of this Agreement and any extension thereof, Company shall continue to give Distributor such technical assistance as Distributor may reasonably request. Distributor shall reimburse Company for all reasonable out-of-pocket expenses incurred by Company in providing technical assistance.

11. SPARE PARTS AND ACCESSORIES
Distributor shall keep in stock an adequate supply of Spare Parts and Accessories for the servicing of Goods. No Spare Parts or Accessories not manufactured by Company shall be used in connection with the Goods unless they have been approved in writing by Company.

12. DISSOLUTION AND TERMINATION OF THE AGREEMENT

12.1 Events of Default

The following transactions or occurrences shall constitute material events of default (each an "Event of Default") by the applicable party (the "defaulting party") hereunder such that, in addition to and without prejudice to or limiting any other rights and remedies available to the non-defaulting party at law or in equity the non-defaulting party may elect to immediately and prospectively terminate this Agreement at the sole discretion of the non-defaulting party by giving written notice thereof to the other party within [NUMBER] calendar days after the occurrence of an Event of Default, setting forth sufficient facts to establish the existence of such Event of Default.

This Distribution Agreement shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following:
a. A material breach by a party of any material covenant, material warranty, or material representation contained herein, where such defaulting party fails to cure such breach within [NUMBER] calendar days after receipt of written notice thereof, or within such specific cure period as is expressly provided for elsewhere in this Agreement; or

b. A party makes an attempt to make any arrangement for the benefit of creditors, or a voluntary or involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the event any action or proceeding is instituted relating to any of the foregoing and the same is not dismissed within [NUMBER] calendar days after such institution; or

c. A failure by either party to make payment of any monies payable pursuant to this Agreement as and when due. Except as otherwise provided herein, no termination of this Agreement for any reason shall relieve or discharge any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination.

12.2 Company Termination

This Agreement may be terminated immediately by Company under any of the following conditions:
a. If one of the parties shall be declared insolvent or bankrupt; or

b. If a petition is filed in any court to declare one of the parties bankrupt or for a reorganization under the Bankruptcy Law or any similar statute and such petition is not dismissed in [NUMBER] days or if a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties; or

c. If Distributor does not pay Company within [NUMBER] days from the date that any payments are due hereunder;

d. If Distributor otherwise materially breaches the terms of this Agreement, and such breach is not cured within [NUMBER] days after written notice of such breach is given by Company.

12.3 Withdrawal
Either party may voluntarily withdraw from this agreement pursuant to any of the following occurrences. Any such withdrawal shall be done in writing and shall have the effect of terminating the Agreement as of the close of business on that day.

a. The bankruptcy, death, incapacity, or resignation of either party; or
b. A change in management or ownership of [COMPANY]; or
c. The sale or other disposition of all of [COMPANY]’s assets; or
d. One of the parties committed an illegal or unapproved action; or
e. [OTHER]

12.4 Duties Upon Termination
a. Provided termination is not a result of a material breach of Sections 13 and 25, the parties agree to continue their cooperation in order to effect an orderly termination of their relationship.

b. Upon termination, Distributor shall have no right to order or receive any additional copies of the Products and all of Distributor's rights and licenses granted hereunder shall immediately cease. Within [NUMBER] days of termination, Distributor shall return all copies of any promotional materials, marketing literature, written information and reports pertaining to the Products that have been supplied by Company.

c. All monies or Products, owed or given in advance, shall be returned to the owed party within [NUMBER] calendar days after receipt of written notice of termination by the terminating party.

13. CONFIDENTIAL INFORMATION

Written Technical data, drawings, plans and engineering in technical instructions pertaining to the Products are recognized by Distributor to be secret and confidential and to be the property of Company. Those items shall at all times and for all purposes be held by Distributor in a confidential capacity and shall not, without the prior written consent of Company, (i) be disclosed by Distributor to any person, firm or corporation, excepting those salaried employees of Distributor who are required to utilize such items in connection with the sale, inspection, repair or servicing of Products during the term of the distributorship created by this Agreement or any extension thereof, or (ii) be disclosed to any person, firm or corporation, or copied or used by Distributor, its employees or agents at any time following the expiration or termination of the distributorship created by this Agreement or any extension thereof, except where such use is necessary in order to maintain or service Products still covered by the warranty at the time of such expiration or termination. Company may require as a condition to any disclosure by Distributor pursuant to this Section that any salaried employee to whom disclosure is to be made sign a secrecy agreement, enforceable by Company, containing terms satisfactory to Company.

14. TERMS OF PURCHASE AND SALE OF PRODUCTS

a. Distributor shall purchase its requirements for the Products from Company. Such requirements shall include (i) purchasing and maintaining an inventory of Products that is sufficient to enable Distributor to perform its obligations hereunder, and (ii) at least one (1) demonstration model of the Goods and Accessories.

b. Each order for Products submitted by Distributor to Company shall be subject to the written acceptance of Company, and Company may, in its own discretion, accept or reject any order for Products without obligation or liability to Distributor by reason of its rejection of any such request.

c. Company shall supply to Distributor sufficient Products to enable Distributor to meet the full demand for Products in the Territory.

d. All orders for Products transmitted by Distributor to Company shall be deemed to be accepted by Company at the time such orders are received by Company to the extent that they are in compliance with the terms of this Agreement and Company shall perform in accordance with all accepted orders. Company shall confirm its receipt and acceptance of each order written [NUMBER] days of receipt of the order.

e. Purchases for Resale only. All Products purchased by Distributor shall be purchased solely for commercial resale or lease, excepting those Products reasonably required by Distributor for advertising and demonstration purposes.

15. ORDER PROCEDURE

a. Each order for Products issued by Distributor to Company under this Agreement shall identify that it is an order and shall further set forth the delivery date or dates and the description and quantity of Products which are to be delivered on each of such dates. An order for Products shall not provide a delivery date less than [NUMBER] days after the date that order is delivered to Company.

b. The individual contracts for the sale of Products formed by Distributor's submission of orders to Company pursuant to the terms and conditions hereof shall automatically incorporate, to the extent applicable, the terms and conditions hereof, shall be subject only to those terms and conditions and shall not be subject to any conflicting or additional terms included in any documents exchanged in connection therewith.

16. CANCELLATION OF ORDERS

All cancellation of orders by Distributor shall be in writing, or if not initially in writing, shall be confirmed in writing. If Distributor cancels an order, which has been accepted by Company, Distributor shall reimburse Company for any cost incident to such order incurred by Company prior to the time it was informed of the cancellation.

17. PURCHASE PRICE

The prices for Goods, and any discounts applicable thereto, are set forth in Exhibit B. The prices for Accessories, together with any discounts applicable thereto, are set forth in Exhibit A. The prices for Spare Parts, together with any discounts applicable thereto, are set forth in Exhibit C. All prices are F.O.B. the Delivery Point. If the price for any Product is not set forth on Exhibit A, B or C and Distributor nevertheless orders such a Product from Company, the parties hereby evidence their intention thereby to conclude a contract for the sale of that Product at a reasonable price to be determined by the Parties mutually negotiating in good faith.

18. PRICE CHANGES

Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Company shall give written notice to Distributor of any price change at least [NUMBER] days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date.

19. PACKING

Company shall, at its expense, pack all Products in accordance with Company's standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory; provided, however, that if Distributor requests a modification of those procedures, Company shall make the requested modification and Distributor shall bear any reasonable expenses incurred by Company in complying with such modified procedures which are in excess of the expenses which Company would have incurred in following its standard procedures.

20. DELIVERY: TITLE AND RISK OF LOSS

All deliveries of Products sold by Company to Distributor pursuant to this Agreement shall be made F.O.B. the Delivery Point, and title to and risk of loss of Products shall pass from Company to Distributor at the Delivery Point. Distributor shall be responsible for arranging all transportation of Products, but if requested by Distributor, Company shall, at Distributor's expense, assist Distributor in making such arrangements. Distributor shall also procure insurance for the transportation of the Products, and such insurance shall be of a kind and on terms current at the port of shipment. In the event that Company is requested to assist Distributor in arranging for transportation, Distributor shall reimburse Company for all costs applicable to the Products following their delivery to Distributor, including, without limitation, insurance, transportation, loading and unloading, handling and storage. Distributor shall pay all charges, including customs duty and sales tax, incurred with respect to the Products following their Delivery to the carrier or forwarder.

21. INSPECTION AND ACCEPTANCE

Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within [NUMBER] days of receipt of the shipment, Distributor shall notify Company in writing of any shortages, defects or damage which Distributor claims existed at the time of delivery. Within [NUMBER] days after the receipt of such notice, Company will investigate the claim of shortages, defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any which Company determines, in

its sole discretion, were in short supply, defective or damaged at the time of delivery.

22. PAYMENT

Upon delivery and acceptance of Products, Company may submit to Distributor Company's invoice

for those Products. Distributor shall pay each such proper invoice within [NUMBER] days after Distributor's receipt of that invoice. Payment shall be made in [CURRENCY] to a bank account to be notified in writing by Company to Distributor.

23. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.

24. ARBITRATION

Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration to be held in the [CITY, STATE], in accordance with the law in this jurisdiction, and judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.

25. SECRECY

Distributor agrees not to disclose or use, except as required in Distributor's duties, at any time, any information disclosed to or acquired by Distributor during the term of this contract. Distributor agrees that all confidential information shall be deemed to be and shall be treated as a sole and exclusive property of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement on [DATE].

Agreement for Permission for Sublet

noreply@blogger.com (Vivienna) — Thu, 25 Mar 2010 23:07:56 PDT

SAMPLE AGREEMENT FOR PERMISSION TO SUBLET

This is an Agreement for Permission to Sublet (the “Agreement”) effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Landlord"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [TENANT NAME] (the "Tenant"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

RECITALS
This Agreement is in regards with the premises of Landlord located at [ADDRESS OF PREMISES] and leased to Tenant under a lease dated [ENTER DATE OF LEASE], the term of which is to expire [ENTER DATE OF LEASE EXPIRATION].
Now, therefore, it is agreed as follows:

1. PERMISSION TO SUBLET
Permission is hereby granted to Tenant to sublease the premises described above for a term of [LEASE TERM] beginning [DATE LEASE IS BEGINNING] and ending [DATE LEASE IS ENDING].

B. Any and all subtenants shall be required to conform to all obligations and covenants of the Tenant as set forth in the above-described lease, all provisions of said lease remaining in full force and effect for the entire term of the sublease.

C. Any and all adult subtenants shall be required to complete the Landlord's standard rental application and must meet the usual character, employment and credit requirements for tenancy.

2. ATTORNEY’S FEES

In the event legal action is required to enforce any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

3. NOT A RELEASE TO LEASE

This permission to sublease in no way releases the above-named Tenant from any obligation, responsibility or duty of a Tenant as set forth in the above-described lease.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

LANDLORD TENANT

Authorized Signature Authorized Signature
Print Name and Title Print Name and Title

NOTICE TO TERMINATE TENANCY

noreply@blogger.com (Vivienna) — Wed, 24 Mar 2010 03:06:34 PDT

March 24, 2010

Contact Name
Address2
City, State/Province
Zip/Postal Code

OBJECT: Notice to Terminate Tenancy-AT-WILL

Dear [CONTACT NAME],

Take notice that pursuant to the provisions of paragraph [NUMBER] of that certain Lease under which you hold tenancy of the hereinafter described premises, I have elected to terminate said lease as of [DATE]; said lease is being terminated because [SET FORTH REASON FOR TERMINATION] and you are hereby required to quit and deliver up possession of the premises on or before the above mentioned date.
The Lease above mentioned is between [NAME], as Lessor, and [CONTACT NAME] as Lessee, is dated [DATE] and covers the property commonly known as:

[DESCRIBE]

Your collaboration would be much appreciated.

Sincerely,
[YOUR NAME]

[YOUR TITLE]

[YOUR PHONE NUMBER]

[YOUREMAIL@YOURCOMPANY.COM]

EXTENDED DATE FOR PERFORMANCE

noreply@blogger.com (Vivienna) — Wed, 17 Mar 2010 09:43:50 PDT

EXTENDED DATE FOR PERFORMANCE
This Extended Date for Performance Agreement (the "Agreement") is made and effective this [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "First party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY] (the "Second party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] of [STATE/PROVINCE], with its head office located at:
[ADDRESS]

In consideration of the mutual covenants contained in this agreement, the parties agree as follows:

WHEREIN said Agreement expires on [DATE], and the parties desire to extend and continue said Agreement; it is provided that said Agreement shall be extended for an additional term of [TIME PERIOD], commencing upon the expiration of the original term and expiring on [DATE].

Said agreement provides that completion or performance shall be made on or before [DATE], (the “Performance date”).

The parties hereby agree that the date for performance be continued and extended to [DATE], with no other change in terms or further extension intended.

IN WITNESS WHEREOF, the parties have executed this agreement at [DESIGNATE PLACE OF EXECUTION] on [DATE].

FIRST PARTY SECOND PARTY

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Financing Agreement

noreply@blogger.com (Vivienna) — Mon, 08 Mar 2010 07:14:40 PST

This Financing Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Borrower"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]
AND: [SECOND PARTY NAME] (the "Lender"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

WHEREAS the Borrower wishes to establish a revolving credit facility with the [COMPANY NAME] (the “Lender”) in the amount of [AMOUNT];

WHEREAS the Borrower continues to own all of the issued and outstanding shares of [YOUR COMPANY NAME];

WHEREAS it is desirable and in the best interests of the Borrower to enter into the aforesaid credit facilities;

RESOLVED:

1. THAT [YOUR COMPANY NAME] enter into a loan agreement with the Lender, substantially upon the terms and subject to the conditions set forth in the draft loan agreement which is hereby approved (the “Loan Agreement”) pursuant to which the Lender shall establish in favor of [YOUR COMPANY NAME] a facility of [AMOUNT] which [YOUR COMPANY NAME] can draw down, on a revolving basis, as follows:

(i) as [COUNTRY] dollar advances bearing interest at prime plus [%] per annum;
(ii) as [COUNTRY] dollar advances bearing interest at [COUNTRY] base rate plus [%] per annum;
(iii) through the use of bankers’ acceptances; and
(iv) through the use of documentary letters of credit, standby letters of credit and letters of guarantee.
2. THAT [YOUR COMPANY NAME] create and issue a Demand Debenture (the “Debenture”) in the principal amount of [AMOUNT], in lawful money of [COUNTRY], bearing interest at [%] per annum.

3. THAT [YOUR COMPANY NAME] charge all its undertaking, property, rights and assets to secure the due payment of all monies payable under the Debenture as provided therein.

4.
5.
6.

REQUEST EXTENSION OF TIME TO REPAY DEBT

noreply@blogger.com (Vivienna) — Tue, 23 Feb 2010 15:17:19 PST

Contact Name
Address
Address2
City, State/Province
Zip/Postal Code

OBJECT: REQUEST EXTENSION OF TIME TO REPAY DEBT

Dear [CONTACT NAME],
This is to inform you that I am in receipt of your letter of [DATE] and I acknowledge that my account is in arrears in the amount of [AMOUNT].

We have been experiencing some difficulties lately in collecting our accounts receivable and unfortunately the domino theory has become more reality than theory.

In fairness to all of our creditors, I would like to suggest that I send you [AMOUNT] per month for a period of [NUMBER] months in order to satisfy this obligation. I am enclosing the first check for [AMOUNT] as a sign of good faith and am hoping that this proposal will be acceptable to you. It is understood that should we be successful in our attempts to collect some of our larger receivables during the next few months, I will be most happy to remit the entire balance due on this account.

Please let me hear from you regarding the proposal I have outlined.

Thank you for your patience and understanding in this unfortunate situation.

BASIC FRANCHISE AGREEMENT TERMS CHECK LIST

noreply@blogger.com (Vivienna) — Mon, 01 Feb 2010 22:27:03 PST

CHECKLIST
BASIC FRANCHISE AGREEMENT TERMS

One of the most popular way to start your own company is through a franchise; a business organization in which a well-known firm with a successful product or service – the franchisor – enters into a contractual relationship with another business – the franchisee – that operates under the franchisor's name in exchange for a fee. Franchise agreements vary from franchise to franchise so it would be impossible to identify every term and issue that should be considered in all situations. The checklist should be used in conjunction with the franchise agreement – the document that will set out all the terms and conditions that will govern your ownership of the franchise – which will be drafted by the franchisor. In any event, you shouldn’t sign it until you’ve discussed your options with your attorney.

Issues relating to the franchise cost terms
 What is the initial franchise fee? Is any part or the entire initial fee refundable?
 Does it include an ‘’opening'' inventory of products and supplies?
 What are the payment terms: amount, time of payment, lump sum or installment, financing arrangements, etc.?
 Does the franchisor offer any financing, or offer help in finding financing?
 Are there any deferred balances? If so, who finances and at what interest rate?
 Does the contract clearly distinguish between ``total cost'' and ``initial fee,'' ``initial cash required,'' or ``initial costs,'' etc.?
 Are there periodic royalties? If so, how much are they and how are they determined?
 How and when are sales and royalties reported, and how are royalties paid?
 If royalty payments are in whole or part payment for services by the franchisor, what services will be provided?
 Are accounting/bookkeeping services included or available?
 How are advertising and promotion costs divided?
and so on.........................

Issues relating to the franchise location terms
 Does the franchise apply to a specific geographical area? If so, are the boundaries clearly defined?
 Who has the right to select the site?
AND so on....................................

Issues relating to termination and renewal terms

 Does the franchisor have absolute privilege of terminating the franchise agreement if certain conditions have not been met, either during the term or at the end?
 Does the franchise agreement spell out the terms under which the franchisor may repurchase the business?

 Does the franchisor have an option or duty to buy any or all of the franchisee's equipment, furnishings, inventory, or other assets in the event the franchise is terminated for good cause, by either party?

and so on...........................

ASSET PURCHASE AGREEMENT-RETAIL BUSINESS

noreply@blogger.com (Vivienna) — Thu, 28 Jan 2010 06:19:49 PST

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [COMPANY NAME] (the "Vendor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]
WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business;
AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor’s [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith:
“Accounting Records” means all books of account, accounting records and other financial data and information of the Vendor relating to the Business for the current fiscal year and the three preceding fiscal years, including, without limitation, all records, data or information which are material to the operation of the Business, as well as all production, inventory, sales and customer records in respect of such fiscal years. “Accounting Records” shall expressly exclude any records relating to Taxes of the Vendor;

“Accounts Payable” means the trade accounts payable of the Business incurred in the ordinary and normal course of business and existing at the Closing Date (including those for which invoices are received after the Closing Date and prior to the Final Adjustment Date), excluding however, any and all accounts payable of the Business which are owing to any Associate or Affiliate of the Vendor (other than the Assumed Intracompany Payable) and any and all accounts payable which are expressly described herein as being Excluded Liabilities. The Accounts Payable and accrued liabilities of the Business as at [DATE] are listed on Schedule [SPECIFY] hereto and Schedule [SPECIFY] hereto.

“Accounts Receivable” means:
a) all trade accounts receivable of the Business due or accruing to the Vendor (including receivables from corporate account sales and layaways) which arise from invoiced sales by the Vendor in respect of the Business on or before the Closing Date and which are outstanding on the Closing Date, together with the full benefit of security for such trade accounts receivable, excluding however, any and all accounts receivable of the Business which at the Closing Date:
i) arise from invoices that have been outstanding and unpaid for more than [NUMBER] days prior to the Closing Date; or
ii) which are owing to the Vendor by any Associate or Affiliate of the Vendor;

b) all supplier volume rebates which are owing to the Vendor in respect of the Business on the Closing Date and which have been earned by, and are due to, the Vendor based on purchases of supplies and merchandise up to the Closing Date, but excluding however any and all volume rebates which are owing to the Vendor from the [SPECIFY] Companies;

c) all co-op advertising recoveries owing to the Vendor in respect of the Business for co-op advertising relating to sales and promotions occurring up to and including the Closing Date; and

d) all advances made by the Vendor to Hired Employees for travel and other business related expenses only, which have not been repaid prior to the Closing Date.

The Accounts Receivable as at [DATE] are listed in Schedule [SPECIFY] hereto.

“Accrued Liabilities” means the accrued liabilities of the Business incurred in the normal course of business which exist on the Closing Date and which are exhaustively detailed hereafter:

a) all accrued liabilities and obligations of the Vendor under each of the Assumed Contracts and the Equipment Leases;

b) all accrued liabilities and obligations of the Vendor under each of the Leases assigned to and assumed by the Purchaser hereunder;

c) all accrued liabilities and obligations of the Vendor in respect of the Contractual Rights;

d) all accrued liabilities and obligations of the Vendor in respect of [SPECIFY], including any reserves or allowances therefore;

e) all accrued liabilities and obligations of the Vendor in respect of warranties or repair contracts, including any reserves or allowances therefore;

f) all accrued liabilities and obligations of the Vendor for [SPECIFY INCENTIVES OR SALES PROMOTIONS], including any reserves or allowances therefore;

The Accrued Liabilities exclude any and all accrued liabilities, which are expressly described herein as being Excluded Liabilities.

“Affiliate” and “Associate” shall have the respective meanings ascribed to those terms by the Business Corporations [ACT/LAW/RULE] of ([STATE/PROVINCE]) on the date hereof;

“Agreement” means this asset purchase agreement and all attached schedules as supplemented, amended, restated or replaced from time to time;

“Assumed Intracompany Payable” means the intracompany payable owing by [COMPANY NAME] of the Vendor to [COMPANY NAME] (“[COMPANY NAME]”), a division of the Vendor, which payable shall be in the amount of the aggregate trade accounts payable of the Business incurred in the ordinary and normal course of business with the [COMPANY NAME] and which will have been paid to the [COMPANY NAME] by [COMPANY NAME] prior to the Closing Date in the course of terminating the [SPECIFY] Agreements. The amount of Assumed Intracompany Payable shall be verified by [COMPANY NAME] as part of its audit of the Closing Balance Sheet pursuant to Section 2.2 hereof. This amount is to be paid by the Purchaser to [COMPANY NAME] on the Closing Date.

“Assumed Liabilities” means the liabilities, debts and obligations of the Vendor pertaining to the Business and the Purchased Assets which are exhaustively detailed hereafter:

a) the Accounts Payable;
b) the Accrued Liabilities; and
c) the Assumed Intracompany Payable.
“Assumed Contracts” means the contracts (other than the Leases, the Equipment Leases and the Excluded Warehouse Lease) pertaining to the Business and the Purchased Assets which are being assumed by the Purchaser and which are exhaustively listed on Schedule [SPECIFY] hereof. Without limiting the generality of the foregoing “Assumed Contracts” shall not include any and all [SPECIFY] Agreements and agreements with [COMPANY NAME] and [COMPANY NAME].

“Applicable [YOUR COUNTRY LAW]” means any domestic or foreign statute, [YOUR COUNTRY LAW], ordinance, rule, regulation, restriction or regulatory policy having the force of [YOUR COUNTRY LAW], by-law (zoning or otherwise), or Order that applies to the Vendor, any of its predecessor corporations, the Business, the way the Business is carried on or to any of the Purchased Assets;

“Audit Materiality” for the purpose of the audit of the Closing Balance Sheet, means any required accounting adjustments to such Closing Balance Sheet in excess of [AMOUNT] in aggregate in which event the amount of such adjustments including such [AMOUNT] will be included in the Adjustment Amount.

“Benefit Plans” means all bonus, deferred compensation, incentive compensation, share purchase, share appreciation and share option, severance or termination pay, hospitalization or other medical benefits, life or other insurance, dental, disability, salary continuation, vacation, supplemental unemployment benefits, profit-sharing, mortgage assistance, pension, retirement or supplemental retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement sponsored, maintained or contributed to or required to be contributed to by the Vendor or any Affiliate of the Vendor for the benefit of any Employee or former employee of the Business, whether or not insured or funded, whether formal or informal, whether or not subject to any applicable legislation and whether or not legally binding;

“Bulk Sales Legislation” means the provisions of the [ACT/LAW/RULE] of [STATE/PROVINCE] governing the sale of an enterprise and the Bulk Sales [ACT/LAW/RULE] of [STATE/PROVINCE];

“Business” means the business currently carried on by the [COMPANY NAME] of the Vendor including, without limitation, the operation of retail establishments for the sale of [SPECIFY PRODUCTS] retail customers;

“Business Day” means a day other than a Saturday, Sunday or statutory holiday in [STATE/PROVINCE];

“Claim” has the meaning given to it in Section 5.1;

“Closing” means the completion of the sale to, and purchase by, the Purchaser of the Purchased Assets and the completion of all other transactions contemplated by this Agreement which are to occur contemporaneously with the purchase and sale of the Purchased Assets;

EXTENDED DATE FOR PERFORMANCE

noreply@blogger.com (Vivienna) — Fri, 22 Jan 2010 09:34:34 PST

EXTENDED DATE FOR PERFORMANCE
This Extended Date for Performance Agreement (the "Agreement") is made and effective this [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "First party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY] (the "Second party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] of [STATE/PROVINCE], with its head office located at:

[ADDRESS]

In consideration of the mutual covenants contained in this agreement, the parties agree as follows:

WHEREIN said Agreement expires on [DATE], and the parties desire to extend and continue said Agreement; it is provided that said Agreement shall be extended for an additional term of [TIME PERIOD], commencing upon the expiration of the original term and expiring on [DATE].

Said agreement provides that completion or performance shall be made on or before [DATE], (the “Performance date”).

The parties hereby agree that the date for performance be continued and extended to [DATE], with no other change in terms or further extension intended.

IN WITNESS WHEREOF, the parties have executed this agreement at [DESIGNATE PLACE OF EXECUTION] on [DATE].

FIRST PARTY SECOND PARTY

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Partnership Agreement (Chinese Version) 合伙协议

noreply@blogger.com (Vivienna) — Fri, 22 Jan 2010 09:29:04 PST

合伙协议
本合伙协议（以下简称“协议”）于 [日期] 签订并生效。

订协议的一方： [贵公司名称]（以下简称“第一合伙人”），一家依据 [省/市][省/市] 法律组建并存续的公司，其总部位于：

[贵公司的完整地址]

另一方： [第二合伙人名称]（以下简称“第二合伙人”），个人或根据 [省/市] 的法律成立和存续的公司，相应的营业地址或总部位于：

[完整地址]

事实陈述

A. 合伙人欲联合起来追求共同商业目标。
B. 合伙人已经就其经营业务考虑了各种形式的合作方式。
C. 合伙人欲就其互利目标达成一项合伙协议做为其最佳商业形式。
D. 合伙人在此同意依据【法律、法规或法案】规定成立有限合伙企业（以下简称“合伙企业”）。

鉴于本协议所载各点为约因，订约双方协议如下：
1. 名称和地址

合伙企业名为[名称]。主要经营场所位于[省/市][城市][地址]，只有经过多数股东同意方可改址。

2. 目的
根据本协议的限制规定，合伙企业旨在经营[描述]业务；并行使其它必须的或附带的或与上述内容相关的事宜。

3. 协议期限
本协议期限为[数量] 年, 从 [日期] 开始到 [日期] 结束，只有合伙股东彼此同意或执行本协议条款过程中必须如此方可终止该协议。

4. 合伙人分类及履约
a. 合伙人应分为任职合伙人、顾问合伙人或遗产合伙人。
b. 任职合伙人可以自愿选择成为咨询合伙人，也可能会被要求入选不考虑年龄大小的一类，并且在达到[年龄] 岁时应自动成为这一类, 而每种情形都应维持[数量] ，除非合伙人提前撤股或死亡。
c. 如果某位任职合伙人死亡，那么该合伙人的遗产将成为为期[数量] 年的遗产合伙人。如果某位咨询合伙人在当选[数量] 年内死亡，那么该合伙人在余下的[数量]年内将成为遗产合伙人。

d. 只有任职合伙人才有权对任何合伙事宜进行投票表决。

e. 当本协议生效时，除[名称]与[名称]是咨询合伙人外，其他合伙人均为任职合伙人。
f. 某位任职合伙人在达到[年龄] 岁后或未达到该年龄之前，如果其他任职合伙人中[三分之二或视情况而定]的人员通过[执行委员会或视情况而定]决定出于其健康状况恶化考虑，应转变其职能，那么该任职合伙人可以在合伙人给出为期[数量]个历月的事先通知的任一历月月末转变为咨询合伙人。如果通知以挂号邮件形式，按照位于[省/市][城市][地址]的合伙企业总部地址于变更开始生效的[数量] 个历月前寄出，那么该通知被认为是有效送达。

g. 任一任职合伙人无论处于何种年龄段都可随时应要转变为咨询合伙人，只要其他任职合伙人中[三分之二或视情况而定] 的人员通过[执行委员会或视情况而定]认为该转变是基于合伙企业最佳利益考虑做出的决定，且该决定应以书面通知的形式发送给合伙人。本通知应由[执行委员会或视情况而定][主席或视情况而定]签署，如果他/她本人无法在当时签署，那么可以由[执行委员会或视情况而定]的另外一位成员签署。本通知应送达需变更其职能的合伙人本人手中，以挂号邮件形式按照该合伙人最近载明的地址寄出。该合伙人职能的变更将于通知中规定日期生效。

h. 每位任职合伙人在其生日所处的会计年度终了之际无需经过其他程序即自动转变为咨询合伙人。

i. 如果某位任职合伙人转变为一位咨询合伙人或死亡，那么该合伙人或该合伙人的遗产应在以下时间获得如下支付：

[描述]

每位任职合伙人应凭借该合伙人的经历、培训和能力情况履行他在合伙企业的职能并履行为拓展合伙企业经营利益必须或有益的工作。

5. 出资

每位合伙人应在[日期] 或之前出资[金额]做为合伙企业的铺底资金。对合伙人要求的任何追加出资额应根据第9条规定加以确定。

6. 合伙企业的管理
合伙企业应该由[具体名称]管理。根据本协议规定的限制条款， [管理合伙企业的具体某一方]应拥有完全、专有和绝对权利、权力和职权负责管理和控制合伙企业及其财产、资产或业务。[管理合伙企业的具体某一方]应根据法律或本协议其它规定协商确定其权利、权力和职权。不限制上述内容的普遍性，这类权利包括[管理合伙企业的具体某一方]根据具体情况代表合伙企业行使以下事宜的权力：

a. 获取、购买、改造、改善或拥有合伙企业实现其最佳商业利益所必须的或适当的财产和资产。

b. 借款、出具相关债务证明、筹集资金、增加金额以及修改、改正或更改条款，或延长债务支付时间或履约时间、确保抵押债务、信托契据或合伙企业资产的留置权。

c. 对于向合伙企业提出的有利或不利的索赔或债务要求提起诉讼、进行辩护或给予和解，也可将任何或全部这类索赔或债务要求提交仲裁机构解决；

d. 对申请材料加以归档，与管辖或能够影响合伙企业资产或其任何部分或合伙企业事务的任何其它方面的任一或所有政府机构进行交流和交涉；

e. 维系与合伙企业业务相关的任何类型或性质的服务并支付合理而恰当的报酬；行使对于合伙企业业务而言必须或恰当的任何和全部其它事宜。

7. 合伙企业的解散和终止

在出现以下情况时，合伙企业应被解散，其相关业务也应被终止：

a. 合伙人指定并投票通过了该日期；
b. 合伙企业所有资产被出售或以其它方式被处置，且该进款已获得现金收据；
c. 某一合伙人做出违法或不规范事宜；
d. 其他：

8. 业务支出
合伙企业开展业务租用的办公楼租金、维修和改造费用、所有费用、税费、保险费以及合伙企业办公楼开支、合伙企业雇佣员工工资全部由合伙企业承担。所有损失由合伙企业资金或合伙企业业务产生的利润冲抵，如果这两项都不充足，则根据第9条中合伙人初始出资比例进行冲抵。

9. 会议
9.1 会议地点

合伙人会议可以根据合伙人的决定选择在 [省/市] 之内或以外的任何地点召开，但是通常在 [地点]召开。

9.2 通知
如果合伙人需要或允许在某项会议上做出一项决议，那么在每位合伙人需投票表决会议召开之前不少于[数量] 天也不能多于 [数量] 天内应将该会议的书面通知发出。通知应注明会议地点、日期、持续时间以及待议事务的大概性质，且会议上不会处理其它事宜。

10. 职权
没有其他合伙人的事先书面同意，任何合伙人不得采购货物、物品或缔结价值超过[金额] 的合同。如果任何合伙人逾越该职权，其他合伙人有权将该货物或合同归为合伙企业所有或将货物归为本应约管自己的合伙人的独有财产。

11. 个人债务

COMMERCIAL PLEDGE AGREEMENT

noreply@blogger.com (Vivienna) — Mon, 18 Jan 2010 07:37:09 PST

COMMERCIAL PLEDGE

This Commercial Pledge (the “Agreement”) is effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Lender"), company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [COMPANY NAME] (the "Borrower"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1. LOAN

Subject to and in accordance with all the terms and conditions of that certain credit agreement entered into between the Lender and the Borrower bearing formal date of [DATE] as same may be amended and supplemented at any time and from time to time (the “Credit Agreement”), the Lender offered to lend to the Borrower, and the Borrower accepted to borrow from the Lender, an amount equal to the sum of [AMOUNT IN LETTERS] ($[AMOUNT]) (the “Loan”), with interest thereon at the rates stipulated therein.

2. SECURITY
As security for the performance by the Borrower of all its obligations, present and future, direct and indirect, absolute and contingent, toward the Lender hereunder and under the Credit Agreement and the Security Documents (as defined in the Credit Agreement), including, without limiting the generality of the foregoing, the obligation to repay in principal, interest, fees and accessories, all moneys presently owing and due and hereafter to become owing and due to the Lender by the Borrower under the Credit Agreement, the Borrower, in accordance with the provisions of the laws of [COUNTRY], hereby charges and pledges as and by way of a commercial pledge, in favor of the Lender, the following equipment and machinery, to wit:

[DESCRIBE EQUIPMENT/MACHINERY] (the “Property”)

3. PROPERTY
The location of the property of a fixed nature, which is pledged herein, is at the location of the Borrower situated at [FULL ADDRESS];

4. PLEDGE LOCATION
The establishment in the [State/Province] of [STATE/PROVINCE] where are controlled and recorded the movements of the assets pledged herein and which are not of a fixed nature, is located at [FULL ADDRESS];

5. CHANGE OF LOCATION OR ESTABLISHMENT
If the said location or establishment is changed, the Borrower shall immediately inform the

NON-DISCLOSURE AND NON-COMPETE AGREEMENT

noreply@blogger.com (Vivienna) — Fri, 15 Jan 2010 07:34:00 PST

This Acknowledgment of Obligations (the "Agreement") is made and effective this [DATE],

BETWEEN: [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

[COMPLETE ADDRESS]

AND: [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]
WHEREAS, Company desires to employ Employee and Employee desires to be employed by Company in connection with certain aspects of the development or marketing of certain computer systems or other products for Company; and

WHEREAS, in connection with such employment, Employee may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Company or clients of Company; and

WHEREAS, Employee and Company desire to prevent the dissemination or misuse of such information;

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. EMPLOYMENT
Company hereby employs or continues to employ Employee and Employee hereby accepts employment, upon the terms and conditions contained herein and at a compensation --------------------. This Agreement shall commence on the date hereof and shall remain in effect for an indefinite time until terminated by either party by giving the other party notice of termination at least [NUMBER] days in advance. While employed by Company, Employee shall ---------------------------------------------- serve Company's interests.

2. CONFIDENTIALITY
Employee recognizes and acknowledges that the systems which Company owns, plans or develops, whether for its own use or for use by its clients, are confidential and are the property of Company. Employee further recognizes and acknowledges that in order to enable Company to perform services for its clients, such clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Company depends upon, among other things, Company and its employees keeping such services and information confidential (collectively, including Company systems and Company client information, the "Confidential Information").

3. NON-DISCLOSURE
Employee agrees that, except as directed by Company, the Employee will not at any time, whether during or after his ***********************************************************copies of any documents which contain or are derived from Confidential Information, whether prepared by the Employee or otherwise coming into the Employee's possession or control without the prior written permission of Company.

4. POSSESSION
Employee agrees that upon request by Company, and in any event upon termination of employment, Employee shall turn over to Company all documents, papers or other material in his possession or under his control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee's services to Company whether or not such material is at the date hereof in Employee's possession. Employee agrees that the Employee shall have no proprietary interest in any work product developed or used by Employee and ****************

Total 4 pages
Vivienna from http://www.business-letter2u.com/

Patent License Agreement

noreply@blogger.com (Vivienna) — Tue, 12 Jan 2010 07:29:00 PST

This Patent License Agreement ("Agreement") is made and effective the [Date]

BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]
AND: [LICENSEE NAME] (the "Licensee"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

RECITALS
A. The Licensor is the sole and exclusive owner of, and has the sole and exclusive right to grant licenses under Letters Patent of [COUNTRY] issued to it, specifically, [NUMBER], entitled “[NAME]” and [NUMBER], entitled “[NAME]”.

B. Without admitting the validity of the above-mentioned patents, but solely for commercial purposes, the Licensee wishes to acquire the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the invention patented in such Letters Patent, throughout the [COUNTRY] and its territories.

consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:

1. GRANT OF LICENSE
The Licensor grants to the Licensee the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the inventions patented in the above-mentioned Letters Patent, throughout the [COUNTRY] and its territories, to the full end of the term or terms for which such Letters Patent have been or may be granted, and any reissue or reissues of such Letters Patent, unless this agreement is terminated prior to such term or terms, as provided below.

2. REPRESENTATIONS OF LICENSOR
The Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the above-mentioned [COUNTRY] Letters Patent, and that it has the right to grant the exclusive right, license and privilege granted in this agreement; that it has executed no agreement in conflict with this agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this agreement.

3. SCHEDULE OF ROYALTIES
The Licensee agrees to pay the Licensor, commencing [DATE], and after that date, during the continuance of this agreement, royalties on apparatus embodying and containing the above-mentioned inventions, which are manufactured, sold, and sued by the Licensee; and such royalties shall be ............................

Total 3 pages.
Vivienna from business-letter2u.com

Business Planning

noreply@blogger.com (Vivienna) — Sun, 10 Jan 2010 06:35:00 PST

Executive Summary
The executive summary will provide readers and potential investors a brief yet dynamic description of the key components of the business plan. To make sure it is clear and comprehensive, it is often the last section to be written. A first-time reader should be able to read the summary by itself and know what your business is all about. The summary should stand-alone and should not refer to other parts of your business plan.

The summary, between one to three pages in length, will motivate readers to continue reading the remainder of the business plan in more detail.

The summary should include the following subsections:

Business Description
Provide a brief description of your company. The opening paragraphs should introduce what you do and where. From this section, the investor must be convinced of the uniqueness of the business and gain a clear idea of the market in which the company will operate. The legal form of the business such as LLC, S-Corporation, C-Corporation, Partnership, or Proprietorship should be stated as well as the objectives of the business via a mission statement that clearly states the business' purpose and values. Include a vision statement as well as where you see the business in five to ten years. Be sure to answer the following questions that are usually asked by potential investors:

 What form of business are you in?
 What type of business is it (e.g. manufacturing, consulting, reselling, services)?
 Is it a new business, a takeover, a franchise?
 What is your product or service?

Products and Services
This should include a very brief overview and description of your products and services, with emphasis on distinguishing features. Be sure to answer the following questions that are usually asked by potential investors:

 How will the products be made or the services performed?
 What will they do for the customers/clients?
 What is different about the product or service your business is offering?
 What value do you add to your product?
 What is it that separates your company from the rest of the pack?
 Is your product or technology proprietary, patented, copyrighted?

The Market
Provide a brief description of the market you will be competing in. Here you will define your market, how large it is, and how much of the market share you expect to capture. It is important to reference credible sources and include the name of your source(s) of information along with a date. Indicate how you will market the products/services and which channels will be used to deliver your products/services to your target market(s) (i.e. website, direct sales force, Value Added Resellers, channel partners, etc…). Be sure to answer the following questions that are usually asked by potential investors:

 What are the key drivers, trends, and influences in the market?
 To whom do you market your products and services?
 How will you educate your customers to buy from you?
Who is your target market?

Competition
It is important to show the reader that you have investigated the competition. Identify the direct and indirect competitors, with analysis of their pricing and promotional strategies, as well as an assessment of their competitive advantage. Based on this analysis, you can identify key obstacles for your business, the additional services you might offer, competitive challenges, as well as opportunities ahead. Briefly describe the competitive outlook and dynamics of the relevant market in which you will operate. Be sure to answer the following questions that are usually asked by potential investors:

 Is your service better, faster, cheaper and if so why?
 Is your advantage a temporary “window” and are there steps you can take to protect your position?
 What have you learned from the competition? From their advertising?
 How is their business currently? Steady? Increasing? Decreasing?

You may also wish to include the following table:
Management Team.................
Risk/Opportunity.....................
Financial Summary......................

This table should include a recap of your income statement:
Capital Requirements..................
use of funds.......

Total 47 pages for this Business planning letter
Vivienna from business-letter2u.com

Service Level Agreement

noreply@blogger.com (Vivienna) — Thu, 07 Jan 2010 06:31:00 PST

This Service Level Agreement (the Agreement”) is effective as of [DATE] (the "Effective Date").

BETWEEN: [YOUR COMPANY NAME] (the "Service Provider"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

RECITALS
This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the "Service Provider Network Location(s)").

WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and

WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the "Location and Equipment Summary"), which is attached hereto and made a part hereof; and

WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the "Parties" and singularly as the "Party") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the "Statement of Work"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the "Non-Recurring and Monthly Recurring Pricing Summary"), which is attached hereto and made a part hereof;

NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. UNDERTAKINGS

A. Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work.

B. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work.

C. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work.

D. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein.

E. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment.

F. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work.

2. TERM AND TERMINATION

A. The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE].

B. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the "Effective Date").

C. Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party.

D. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable.

E. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law.

F. The rights and duties in Article D, "Warranty and Liability" shall survive the termination of this Agreement.

3. FINANCIAL PROVISIONS
A. Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.

B. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.

C. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site ..........

Total 12 pages for this Service Level Agreement
Vivienna from http://www.business-letter2u.com/Templates.htm

Partnership Agreement

noreply@blogger.com (Vivienna) — Tue, 05 Jan 2010 06:31:14 PST

This Partnership Agreement ("Agreement") is made and effective this [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "First Partner"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTNER NAME] (the "Second Partner"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

RECITALS

A. Partners desire to join together for the pursuit of common business goals.

B. Partners have considered various forms of joint business enterprises for their business activities.

C. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes.

D. The parties hereto agree to form a limited partnership (the “Partnership”) under [LAW, CODE OR ACT].

In consideration of the mutual promises contained in this agreement, partners agree as follows:

1. NAME AND DOMICILE
The name of the partnership shall be [NAME]. The principal place of business shall be at [ADDRESS], [CITY], [STATE/PROVINCE], unless relocated by consent of the partners.

2. PURPOSES
Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.

3. DURATION OF AGREEMENT
The term of this agreement shall be for [NUMBER] years, commencing on [DATE], and terminating on [DATE], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement.

4. CLASSIFICATION AND PERFORMANCE BY PARTNERS
a. Partners shall be classified as active partners, advisory partners, or estate partners.

b. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [AGE] years, and in each case shall continue as such for [NUMBER] years unless the partner sooner withdraws or dies.

c. If an active partner dies, the partner’s estate will become an estate partner for [NUMBER] years. If an advisory partner dies within [NUMBER] years of having become an advisory partner, the partner will become an estate partner for the balance of the [NUMBER]-year period.

d. Only active partners shall have any vote in any partnership matter.

e. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [NAME] and [NAME], who shall be advisory partners.

f. An active partner, after attaining the age of [AGE] years, or prior to that age if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [NUMBER] calendar months’ prior notice in writing of the partner’s intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [ADDRESS], [CITY], [STATE/PROVINCE] not less than [NUMBER] calendar months prior to the date when the change is to become effective.

g. Any active partner may at any age be required to become an advisory partner at any time if the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [CHAIRMAN OR AS THE CASE MAY BE] of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] or, in the event of his or her being unable to sign at the time, by another member of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE]. The notice shall be served personally on the partner required to change his or her status, or mailed by registered mail to the partner’s last known address. Change of the partner’s status shall become effective as of the date specified in the notice.

h. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner’s birthday occurs.

i. In the event that an active partner becomes an advisory partner or dies, the partner or the partner’s estate shall be entitled to the following payments at the following times..............

5. CONTRIBUTION
Each partner shall contribute [AMOUNT] on or before [DATE] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen.

6. MANAGEMENT OF THE PARTNERSHIP
The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have .......

Total 7 pages for this partnership agreement.
Vivienna from http://www.business-letter2u.com/Templates.htm

Acceptance Of Counter Proposal

noreply@blogger.com (Vivienna) — Mon, 30 Nov 2009 05:45:00 PST

[Date]

[Addressee]

Dear [Name]:

re: [Brief description of project. Try to include numbers]

Your counter proposal on the above referenced project
has been reviewed and is accepted in its entirety.

We are enclosing an executed copy of the agreement along
with two copies for your files.

We are enthusiastically looking forward to this project
and are pleased about having the opportunity to work
together.

Yours very truly,

Sample Donation Letter

noreply@blogger.com (Vivienna) — Sun, 29 Nov 2009 08:16:00 PST

Dear [Customer Name]:

Will you join us in keeping our community clean?

I am writing to you because you are a fellow member of Houston’s downtown community. I'm sure that you value living in such a quiet, peaceful neighborhood, just as I do. Sometimes, however, in order to keep one's community clean, one needs to take action. That's what this letter is about: taking action – community action.

For some time, our neighborhood has faced acute problems due to the lack of a proper waste-disposal process. This is a major reason for the increase in viral fever throughout the community. The local Community Action Committee has been meeting over the past several weeks to determine how to combat this problem, and their primary recommendation calls for a weekly waste disposal squad. They estimate that the extra cost will be approximately $10,000 to $15,000 per year. Since this cost is not included in this year's municipal budget, some of us have decided to contribute.

I urge you to join us in supporting this worthy cause. You can deposit your donation in one of the drop boxes provided near the meeting hall. Together, we can work towards our own common good.

In the spirit of community,

Sample Letter Granting a Credit Request

noreply@blogger.com (Vivienna) — Sat, 28 Nov 2009 08:13:01 PST

Company
Street Address
City, State, Zip

[Date]

Addressee
Street Address
City, State, Zip

Dear _____________,

Thank you for expressing your confidence and goodwill by requesting a charge account.

Your references have been verified, and we have received satisfactory reviews from your associates. An account has been opened for you, and we trust that you will use it soon and often. You can order conveniently by telephone or on our website.

The terms for your account will be Net 30 Days; our accounting department will print your statement on the last day of each month, and then any credited payment will be due within 30 days.

Now that you are an account holder, we will give you advance notice of any special sales or other features of interest. We will also ensure that your needs are responded to on a VIP basis.

Thank you again for your credit application.

We look forward to working with you in the very near future.

Sincerely yours,

Sample Letter of Appeal

noreply@blogger.com (Vivienna) — Fri, 27 Nov 2009 08:12:00 PST

Date MM/DD/YYYY

Dear Claims Review Department:

I am writing about a claim sent to you by [Medical Provider] for [patient]. The charges were entered on [date], and they totaled [dollar amount]. [Healthcare Provider] has denied payment for this procedure, stating that the home health agency was not licensed when the procedure was conducted.

The State of Kansas does not require a home health agency to be a licensed provider. Home health agency visits are covered under my insurance plan. Therefore, I request that you reconsider your refusal to pay for this procedure. I have attached written documentation that supports my position.

Please reconsider this denial. I can supply more information if necessary or helpful; let me know what other pertinent information you may need. Thank you for your time and for your help in this matter.

Sincerely,

[Insured Client’s Name]

Sample Payment Reminder Letter

noreply@blogger.com (Vivienna) — Thu, 26 Nov 2009 08:11:00 PST

Dear ___________,

A review of our records indicates that your account is past due. This notice is a reminder that your payment was due on [date] in the amount of [amount]. Please submit this payment promptly. Be sure to include your account number in order to facilitate proper processing. Acceptable payment methods are Visa, MasterCard, money order, or cashier’s check.

If you have already sent your payment to our processing center, then please disregard this notice. If your payment has not been sent, however, then please submit it by mail immediately.

Thank you