The Practice Purchase Pack


 The only product of its kind, the Practice Purchase Pack is a set of attorney-drafted agreements and documents designed for use by buyers and/or sellers of optometry practices. These model documents, with minimal modification, are ready-to-use agreements which can guide buyers and sellers in their negotiations by identifying the terms to be discussed, and putting their agreement into a thorough and legally enforceable writing. Even where the parties choose to retain their own attorneys in connection with the transaction (which is always advised), by using these documents as a "draft" for their attorney, both buyers and sellers should be able to reduce their legal costs by thousands of dollars (it is almost always less expensive to review and modify an agreement than to draft one from scratch).

Purchase Agreements

At the heart of The Practice Purchase Pack are its four sample model Asset Purchase Agreements. Buyers and sellers will choose the form which most closely matches their situation based upon whether the buyer and/or seller is a corporation or an individual (sole proprietor).

 

Once the best form of agreement is selected the model agreements provide for any combination of a cash, third party financed, or seller financed transaction, and for the Seller to stay on and work for the Buyer as an independent contractor. The parties need only delete those provisions which don't apply to their deal, and insert their numbers for the purchase price, down payment, etc. Enter in the names of the Seller and the Buyer, and a few additional details, and you'll have a thorough model purchase agreement ready to either use or take to your attorney and/or CPA for final review.

Here is a Sample from the Purchase Agreement

Ancillary Agreements

In addition to the model purchase agreements, the Practice Purchase Pack includes all of the related and useful additional agreements typically needed in connection with the sale or purchase of a practice. These include a model Promissory Note and Security Agreement (for a seller financed sale), Personal Guarantee (for a seller financed sale with a corporate buyer), and a model Lease Assignment. In addition, for the benefit of the Buyer, a model employee agreement is provided to smooth the transition to being a practice owner/employer.

 

In addition, several forms of the "UCC-1" are provided. Different states require the use of different UCC-1 forms. The UCC-1 must be filed with the Secretary of State in order to "perfect" any security or lien. If your transaction involves a seller's note and a security agreement the seller will need to complete and file one of these forms with the Secretary of State to ensure that the lien is in effect.

Here is a Sample from the Personal Guarantee agreement.

Cost and Use

Legal fees for drafting these types of agreements will typically cost in excess of $5,000, often more than $10,000! The Practice Purchase Pack, however, makes these attorney-drafted forms available to you for only $695.00.* The Practice Purchase Pack includes all of the files discussed above, in Microsoft Word (DOC) format (except the UCC-1 files which are in PDF format), ready to be used. With minimal modifications you will be able to use them "as is," or you can choose to use them in consultation with your attorney and/or accountant to substantially reduce the costs you'd typically be charged for these professional advisers to "reinvent the wheel."

 


* Plus an additional 2.9% credit card processing fee (shown by PayPal as "tax").