Purchase Agreement – Key Terms
Parties. This Startup Purchase Agreement (“Agreement”) is entered into between Venturelogix LLC (“Seller”) and the Buyer identified above (“Buyer”).
Business and Assets. Seller agrees to sell, and Buyer agrees to purchase, the web-based business identified above, including associated code, branding assets, and operational know-how, subject to the terms of this Agreement. Domain name transfer shall occur only upon full payment as described below.
Purchase Price and Payment Schedule. The total purchase price is $10,000 USD, or such other amount as filled in above and agreed by both parties. Buyer shall pay a non-refundable deposit of 50% of the purchase price (the “Initial Payment”) at execution of this Agreement. The remaining balance shall be paid in installments over a period of twelve (12) months from the date of this Agreement, pursuant to a payment schedule processed via Stripe or any other mutually agreed processor.
Ownership and Domain Transfer. Until the purchase price is paid in full, Seller shall retain legal ownership of the primary domain name and ultimate control of critical hosting and infrastructure. Buyer shall have operational use of the business and related assets during the payment period, subject to compliance with this Agreement. Upon full and successful payment, Seller will transfer full ownership of the domain name and deliver all business files, credentials, and reasonably necessary access to Buyer.
Default and Reversion. If Buyer fails to make any scheduled payment and such failure continues for more than thirty (30) days after the due date, Buyer will be deemed in default. In such event, Seller may, in its sole discretion, terminate this Agreement and retain all amounts previously paid as liquidated damages. Buyer’s operational rights shall cease, and Seller shall retain or reclaim full ownership of the business, domain, and all associated assets.
BrainBus and AI Infrastructure. Buyer acknowledges that use of Seller’s BrainBus infrastructure is voluntary. Buyer may, after acquiring full ownership and completing all payments, elect to utilize BrainBus, alternative AI providers, self-hosting, or any combination thereof. Nothing in this Agreement obligates Buyer to use BrainBus after closing.
Web Hosting. Seller will provide standard web hosting for the purchased business at no additional charge for the first twelve (12) months while Buyer is financing the purchase. After the first year, ongoing hosting shall be billed to Buyer at a rate of $20 USD per month, unless Buyer migrates hosting to another provider.
Non-Competition (State-Scoped). For a period of five (5) years from the date of full payment, Venturelogix LLC agrees not to compete with the purchased product or resell a substantially identical product to another buyer operating in the same U.S. state as Buyer’s primary business state specified above, provided Buyer continues to operate the business in good faith.
Limitation of Damages. The parties agree that, to the maximum extent permitted by law, any damages arising out of this Agreement are limited to the total amount actually paid by Buyer to Seller for the business. Neither party shall be liable for consequential, incidental, or punitive damages.
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New Mexico.
Alternative Dispute Resolution (ADR). The parties agree to first attempt to resolve any dispute through good-faith negotiation. If unresolved, the parties will participate in mediation or arbitration in New Mexico before pursuing litigation, consistent with New Mexico’s encouragement of alternative dispute resolution methods.
Implied Covenant of Good Faith and Fair Dealing. The parties acknowledge that under New Mexico law, every contract includes an implied covenant of good faith and fair dealing. Both parties agree to act in a manner consistent with the spirit of this Agreement and the reasonable expectations arising from it, and not to take actions that deliberately frustrate the purpose of the transaction.
Entire Agreement. This Agreement, together with any schedules or addenda expressly referenced herein, constitutes the entire understanding between the parties with respect to the sale of the business described above and supersedes all prior or contemporaneous written or verbal agreements.