Businesslaw.utahbar.org Sample Contracts

THE [1] FAMILY IRREVOCABLE PROTECTION TRUST
Utah • November 5th, 2020
  • Jurisdiction
  • Filed
    November 5th, 2020

This Trust is made this ___ day of _____________ , 20__, by [1] of ____________, Utah, (the ATrustor,@ also sometimes referred to as AI@ or Ame@ or similar expressions), and [2] and [3], as initial co-Trustees. Upon the death, resignation, removal or incapacity of an initial Trustee, the successor shall be a person or persons named pursuant to Section 7.7 below. The term ATrustee@ includes co-Trustees if co-Trustees are then serving. A reference to AUCA@ is to the Utah Code Annotated and a reference to the ACode@ is to the Internal Revenue Code of 1986.

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AGREEMENT RELATING TO THE HOLDING OF COMMUNITY PROPERTY
October 21st, 2020
  • Filed
    October 21st, 2020

This Agreement is entered into on the date set forth on the signature page below between [1] referred to as "Husband" and [2] referred to as "Wife," who are husband and wife, (collectively referred to as "Spouses" or the parties). The parties are currently residents of the State of Utah.

CONSTRUCTION AND TERM LOAN AGREEMENT
Construction and Term Loan Agreement • September 2nd, 2020 • Utah

THIS CONSTRUCTION AND TERM LOAN AGREEMENT (“Agreement”) dated ______, 20__, is made by and between [1], LLC, a Utah limited liability company with an address of_________, Utah ______ (“Borrower”) and [2], a Utah corporation with an address of __________________, Utah _____ (the “Lender”). The Lender and Borrower are sometimes referred to collectively as the “Parties.”

ASSIGNMENT OF LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST AS SECURITY
October 22nd, 2020
  • Filed
    October 22nd, 2020

This Assignment of Limited Liability Company Membership Interest As Security (this “Assignment”) is made by and between [1], Inc., a Utah corporation (the “Assignor”) and [2], a Utah resident (the “Secured Party”), in light of the following:

ASSIGNMENT AND ASSUMPTION OF DEED OF TRUST AND LOAN DOCUMENTS
Assignment and Assumption • December 9th, 2011

For value received, [1](“Seller”) assigns and transfers to [2] (a Delaware limited liability company) (“Purchaser”), and its successors and assigns, without recourse, warranty, or representation express or implied (except as set forth in that certain Loan Purchase Agreement dated as of _________ (the “Loan Purchase Agreement”), between [3] and [1], all rights of Seller under the Loan Purchase Agreement being assigned under this instrument), the undersigned’s right, title, and interest in and to the following (collectively, the “Mortgage Loan Documents”):

Contract
Reciprocal Easement Agreement • January 28th, 2015
GUARANTY AGREEMENT
Guaranty Agreement • October 11th, 2020 • Utah
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • October 16th, 2020 • Utah

This Separation Agreement and General Release (“Agreement”) is entered into effective the ___ day of July, 2011 (“Effective Date”), between ____________________, (the “Company”) and Employee (“you” or “your”) (collectively, the “Parties”).

CASH MANAGEMENT AGREEMENT
Cash Management Agreement • October 20th, 2020

THIS CASH MANAGEMENT AGREEMENT (this “Agreement”) is made as of ____________, 201_, by and among [1], L.C., a Utah limited liability company, having an address at [____________________________] (“[1A]”), [2], L.L.C., a Utah limited liability company, having an address at [____________________________] (“[2A]”) and [3], L.L.C., a Utah limited liability company, having an address at [____________________________] [3A], as Tenants in Common ([1A], [2A], and[3A]are referred to individually, collectively, jointly and severally, as the “Borrower”), [4], a national banking association, having an address at ________________ (“Lender”), and [4], a national banking association, having an address at _______________________, acting in its capacity as a depository bank (“Agent”).

International Distributorship Contract
Utah • March 12th, 2021
  • Jurisdiction
  • Filed
    March 12th, 2021
Assignment, Consent, and Agreement Relating to Transfer of Membership Interest in [1], LLC Prior to Merger
November 3rd, 2020
  • Filed
    November 3rd, 2020

This instrument is executed in order to transfer Member=s interests in [1], LLC, a Utah limited liability company (the ACompany@) which, pursuant to the Operating Agreement of the Company, are subject to certain restrictions on transfer. The persons signing the following provisions, whether as transferor, transferee, consenting manager, or consenting member, understand that the Company and its members pursuant to an Agreement and Plan of Merger dated _______, approved by the members, have agreed to a merger with [2], LLC, pursuant to which merger the Company will be the surviving organization, the Articles of the Company will be amended, the Operating Agreement will be amended and restated, and the name of the Company will become The [2], LLC. The planned effective date of such merger and the Amended and Restated Operating Agreement to become effective as of the merger, is from and after _________. The transferee acknowledges having the opportunity to review the documents related to su

Party Wall Agreement
Party Wall Agreement • October 19th, 2020 • Utah

[2a] is about to purchase a portion of that land, including a portion of the building. The property to be purchased is described in Exhibit A. The portion to be retained by [1a] is described in Exhibit B.

EMPLOYMENT AGREEMENT
Employment Agreement • October 15th, 2020 • Utah

Employer is the parent of three controlled subsidiaries, ____________________ (“______________”), ______________________ (“___________”), and ___________________ (“_______”). These corporations (together the “Employer’s Group”) form a corporate group with interdependent requirements for services from certain management employees.

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • September 17th, 2020 • Utah

On the ________ day of _____________________, 20__, [1], [2], and [3] (“Stockholder”) entered into this Agreement among themselves and between themselves and [4], a Utah corporation (“Company”).

DEBT RESTRUCTURE AND INTERCREDITOR AGREEMENT
Debt Restructure and Intercreditor Agreement • November 15th, 2020 • Utah

This Debt Restructure and Intercreditor Agreement (“Agreement”) is made and entered into effective as of the __ day of ___, 200_, by and among each of the creditors listed on Exhibit A attached to this Agreement who executes and delivers to the Agent named in this Agreement (see Section 10) (such agent is referred to as “Agent”) a counterpart of this Agreement prior to its effective date or within 10 days of the effective date (“Creditors”) and the debtors listed on Exhibit B attached to this Agreement (“Debtors”). This Agreement shall be effective as of the effective date as to all parties to this Agreement regardless of the time of execution by a party.

COMMERCIAL LEASE AGREEMENT between a Utah __ as Landlord and as Tenant for Salt Lake City, Utah 841__
Lease Agreement • September 17th, 2020 • Utah
THE [1] FAMILY REVOCABLE TRUST
Utah • October 30th, 2020
  • Jurisdiction
  • Filed
    October 30th, 2020

THIS TRUST is made this day of , 200 by [1] of , Utah, (sometimes called the “Trustor”) who shall also serve as initial Trustee. Upon the death, resignation, or incapacity of the initial Trustee, the successor Trustee shall be [2] Trustor’s _____________ of ____________, ______. A reference to Trustee shall include co-Trustees if co-Trustees are then serving.

ASSIGNMENT OF LEASES AND RENTS
Utah • November 17th, 2020
  • Jurisdiction
  • Filed
    November 17th, 2020

THIS ASSIGNMENT, made as of the ____ day of _______, 20__, by [1], a Utah limited liability company, whose principal office is located at ______________________, Salt Lake City, UT 84121 ("Borrower"), to [2], an insurance corporation organized and existing under the laws of the State of __________, whose address is ________________ ("[2a]").

OPERATING AGREEMENT OF
Operating Agreement • September 17th, 2020 • Utah

THE INTERESTS DESCRIBED AND REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT” OR ANY APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND ARE RESTRICTED SECURITIES AS SUCH TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE ACT AND APPLICABLE STATE ACTS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 17th, 2020 • California

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the ___ day of _____________, 20__, by and among [1A] Inc., a [Utah/Delaware] corporation (the “Company”), the investors listed on Exhibit A (the “Investors”) and the investors listed on Exhibit B (the “Common Investors”) and the persons listed on Exhibit C (the “Litigants” and, together with the Common Investors, “Prior Investors”).

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SECURITY AGREEMENT - STOCK PLEDGE
Security Agreement - Stock Pledge • November 29th, 2020 • Utah

This Security Agreement Stock Pledge ("this Agreement") is made and entered into this _____ day of __________________, 200__, between [1], a Utah corporation, with its chief executive office located at _________________________________ _________________ 84___ (the "Debtor") and [2], a ______________ corporation, with a place of business located at _________________________________, ________________ (the "Secured Party"), in light of the following:

LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • October 18th, 2020 • Utah

This Liquidating Trust Agreement (this “Agreement”) is established pursuant to the Plan (defined below) and the Confirmation Order and is accepted by the Trustee for the benefit of the Beneficiaries and shall be effective immediately prior to the Confirmation Date.

November 7, 2020
April 24th, 2015
  • Filed
    April 24th, 2015

This letter will confirm to you that [I, ____, intend] [the [1] Foundation intends] to make grants totaling $____ over three years to your charitable organization, [2] (“your organization”). I intend to make such gifts in the amount of $____ in the first year and $____ in each of the second and third years of the grant. The first grant will be made by _______________.

Buyer Letterhead]
Utah • October 21st, 2020
  • Jurisdiction
  • Filed
    October 21st, 2020

This letter of intent sets forth a nonbinding understanding in principle between you individually (“Sellers”), as the sole shareholders of [1], Inc., and [1], Inc., itself (“[1a]”), and the undersigned [2] and [3] on behalf of a corporation to be formed and controlled by us (“Buyer”) covering some of the major terms and conditions of the proposed acquisition by Buyer (i.e., the new corporation) of all the stock of [1], Inc. This letter also contains some binding provisions in Part II below relating to the process of pursuing the transaction. We, the Buyer, the Sellers, and [1a], are the “parties” referred to in this letter of intent. An “affiliated entity” (or similar term) means any person (including in addition to individuals, any corporations, partnerships, limited liability companies, estates, trusts, associations, or other organizations) controlled by, under common control with, or controlling, the Sellers or [1a] or controlled directly or through any number of affiliated organiza

Nonrecourse provisions for Note.
July 10th, 2013
  • Filed
    July 10th, 2013

Subject to the terms of the next succeeding paragraph and notwithstanding anything to the contrary otherwise contained in this Note, but without in any way releasing, impairing or otherwise affecting this Note or any of the other Loan Documents (including without limitation any guaranties or indemnification agreements) or the certain Environmental Indemnification Agreement to which Maker is a party, or the validity of this Note or of such documents, or the lien of the Deeds of Trust, it is agreed that Payee’s source of satisfaction of the Indebtedness and Maker’s other obligations under this Note and under the Loan Documents other than any separate guaranty agreement or the Environmental Indemnification Agreement is limited to (a) the Premises and proceeds of the Premises, (b) rents, income, issues, proceeds and profits arising out of the Premises, and (c) any separate guaranty or indemnification agreements guarantying or indemnifying Payee with respect to the payment of any amounts du

OFAC/PATRIOT ACT AGREEMENT
Patriot Act Agreement • October 13th, 2020

THIS OFAC/PATRIOT ACT AGREEMENT (“Agreement”) is made as of ______, 20__ by [1], LLC, a Utah limited liability company (“Borrower”), in order to induce [2], a Utah corporation (the “Lender”), to fund a loan (the “Loan”) evidenced by a Promissory Note in the principal amount of ___ DOLLARS ($___) dated on or about this same date (the “Note”) and secured by a (1) Deed of Trust, Security Agreement, Financing Statement and Fixture Filing encumbering certain property located in Salt Lake County, Utah and (2) Deed of Trust, Security Agreement, Financing Statement and Fixture Filing encumbering certain property located in Washington County, Utah (the “Deeds of Trust”) among Borrower as Trustor, and Lender as Beneficiary, the property being more particularly described in Exhibit “A” attached thereto (collectively, the “Premises”).

Contract
Utah • February 15th, 2011
  • Jurisdiction
  • Filed
    February 15th, 2011
RENTAL AGREEMENT
Rental Agreement • December 11th, 2020

This Rental Agreement is entered into between [1] (Landlord) and [2] and [3] (Tenant). If two or more persons are Tenant, they shall be liable jointly and severally for all the obligations of Tenant.

SECURED PROMISSORY NOTE (Revolving Loan)
Secured Promissory Note • November 10th, 2020

For value received, the undersigned, [2], a Utah limited liability company (referred to as the “Borrower”), promises to pay to the order of [1], a Utah limited liability company (the “Lender”), on or before seven years from the date of this Note (the “Maturity Date”), the principal sum of ________ Million Dollars ($_________), or as much of that amount as may have been advanced pursuant to a Secured Revolving Loan Agreement between Borrower and Lender of even date with this Promissory Note (the “Loan Agreement”), plus interest on the unpaid principal balance at the rate of three percent (3%) per annum compounded annually, all at the time and in the manner set forth in this Promissory Note. Notwithstanding anything to the contrary contained this instrument, all principal, accrued but unpaid interest, and charges shall be due and payable upon the Maturity Date.

Secured Loan Agreement
Secured Loan Agreement • October 11th, 2020

This Secured Loan Agreement (“Agreement”) is made between [1] and [2] (together the “Lender”) as lender and [3], LLC, a Utah limited liability Company, (the “Company”) as borrower. [1] and [2] are participating together acting as Lender with respect to any loans under this Agreement. The Company shall deal directly with [1] with respect to all aspects of this loan. [1] has full authority to take all action and exercise and right, remedy, or discretion under this Agreement or with respect to any security interests securing any loan under this Agreement.

XYZ Company Buy-Sell Agreement
Xyz Company Buy-Sell Agreement • October 26th, 2018 • Utah

This XYZ Company Buy-Sell Agreement (Agreement) is made on , 20 , by Key Employee A, Key Employee B, and Founding Owner (individually, each the Member and collectively, the Members), and XYZ Company, LLC, a Utah limited liability company (the Company). For purposes of this Agreement, the term Member or Members also includes any other person who becomes or is required to become a party to this Agreement.

Aircraft Use Agreement
Aircraft Use Agreement • June 8th, 2011 • Utah

[2a] desires to have equal use of the Aircraft on the terms set forth in this Agreement, and [1A] is willing to allow such use on such terms.

Subordination, Nondisturbance, and Attornment Agreement
Subordination, Nondisturbance, and Attornment Agreement • February 1st, 2012 • Utah

This Subordination, Nondisturbance, and Attornment Agreement (“Agreement”) is made the _____ day of ________________, 20__, among [1], of ____________________________, (the “Lender”); [2], of _______________________, (the “Landlord”); and [3], of ____________ ______________ (the “Tenant”).

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