Having recently applied for a contract specialist position at T&G Consulting, you have been invited in for an interview. The job requires a thorough knowledge of Article 2 - Sales, of the Uniform Commercial Code. Some of your potential future coworkers are given the opportunity to meet with you and wish to test your knowledge.

You are now working on a new transaction. You have reviewed a proposedBusiness Bill of Sale agreement

that your client (the seller) has presented. The proposed contract contemplates the sale of "all of the assets, property, rights and interests" of the business, "of every kind and description, tangible or intangible." Compose an email to your client explaining what kind(s) of property would fall within Article 2 of the UCC. Identify other items involved in the sale of the business that would not fall within Article 2.

1. Bill of Sale Form

This Bill of Sale was executed at:

__________________________________________________________________

Address

This Bill of Sale is made this _____ day of ____________, 20 ___, by

(Seller) _________________________________________________________

For and in consideration of _______________________________________Dollars ($__________________) , the receipt of which is hereby acknowledged,

(Seller) ________________________________, Does hereby sell and convey to:

(Buyer) ________________________________,

All the assets, property, rights, and interests of

(Business Name) ____________________________________________________, of every kind and description, tangible or intangible, and regardless of whether or not carried or reflected on the books and records used in the operation of said business located at:

(Business Address) __________________________________________________. The property conveyed hereunder is more fully described in the Purchase Agreement between the above referenced Buyer and Seller dated _____ day of ____________, 20 ___, the terms of which are incorporated herein.

Furthermore, (Seller) ________________________________, does hereby covenant and warrant that it has free and clear title to the property conveyed hereunder, that it conveys title to all the property to (Buyer) ________________________________, free and clear of all encumbrances whatsoever and that it will defend that title against the lawful claims of all persons whomsoever.

Furthermore, Seller) ________________________________, has caused this instrument to be executed by its authorized officers and its corporate seal to be hereunto affixed on the date stated above.

IN WITNESS WHEREOF, Buyer and Seller have executed, entered into and delivered this Agreement as of the date first set forth above.

Sellers Name(s): -------------------------------------------------------------------

By _____________________________________________

Signature Date

STATE OF: _______________________ )

)ss

COUNTY OF _____________________ )

On ________________________ before me ____________________________________________ notary public, personally appeared _________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

_______________________________________________

Signature of Notary Public