FREE UK Asset Purchase Agreement

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made this [Date] by and between:

[Name of Seller], a company having its registered address at [Address] hereinafter referred as the ("Seller") which expression shall mean and include its successor and assign,

AND

[Name], a person resident at [Address]hereinafter referred as the ("Buyer") which expression shall mean and include his legal heir and administrators.

WHEREAS, the Seller operated its business (the "Business") at certain leased real properties and due to certain operational and financial difficulties, the Seller wishes to sell the Assets (as included the list as Annexure - I of this Agreement) ("Purchased Asses") and the Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all Seller's rights, title and interest, if any, in and to Assets on the terms described below.

NOW, THEREFORE, the parties agree as follows:

1. Purchase of Assets:

Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, if the Purchased Assets, as defined in this paragraph. The purchase price for the Purchased Assets shall be £ [Amount] ("Purchase Price").

2. Covenants of Seller:

Seller hereby covenants and agrees with Buyer that:

Until the execution of this Agreement, the Seller shall use its best efforts to maintain its current relationships with suppliers, customers and others having business relations with Seller in connection with the Purchased Assets.

3. Delivery and Condition of the Purchased Assets:

a. Immediately upon execution of this Agreement, the Seller shall be deemed to have fully and completely transferred to Buyer all his rights, title and interest, in all the Purchased Assets. The Seller shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Purchased Assets from and after the execution of this Agreement.



b. Buyer agrees that it is purchasing and shall take possession of the Purchased Assets in their AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Purchased Assets as it has deemed necessary or appropriate for the purposes of this Agreement.

4. If Seller fails to make the required deliveries at the Closing or otherwise defaults under this Agreement, then Buyer shall have the right to terminate this Agreement and thereupon this Agreement shall be null and void and of no legal effect whatsoever. Termination:

This Agreement may be terminated by anytime before the final execution by (a) mutual consent of both the parties by serving one week notice.



5. Governing Law and Dispute Resolution:

This Agreement shall be governed by and construed in accordance with the laws of United Kingdom. Any claim, matter or controversy arising out of or relating to this Agreement, or the breach thereof, shall be decided by arbitration in accordance with the Arbitration Act, 1996. The Venue of Arbitration shall be [City].

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



SELLER:

______________________________________

Date:



Buyer:

______________________________________



EXHIBIT A

THE LIST OF ASSETS