LIMITATION OF LIABILITY OF AUTHOR/SELLER
AND ASSOCIATED AGREEMENT

PURCHASER NOTICE: This is a Seller protective contract in which Purchaser gives up certain rights and makes Seller favorable promises; Purchaser is advised to have this contract reviewed by an attorney before signing.

See completion instructions at the end of the agreement.

DATE: _______________________

ARIZONA LAW OF CLOSELY HELD BUSINESS (ON CD-ROM)

THE PARTIES TO THIS AGREEMENT ARE:

PURCHASER: ___________________________________________________    


PURCHASER PHONE NUMBER:     _________________________________


PURCHASER FAX NUMBER:     _________________________________


PURCHASER ADDRESS:     _______________________________________

                                           _______________________________________

The parties acknowledge this agreement relates to the sale of the legal text on CD or in any other form entitled, Arizona Law of Closely Held Business. The Purchaser agrees the following disclaimers, warnings and cautions along with Purchaser agreements as to limitation of liability of Seller and other various restrictions upon and waivers by Purchaser provide instructions for use of the text on CD, and advise Purchaser of Seller protections, limitation of liability. Purchaser agrees this agreement inures to the benefit of the above professional corporation, the individual author Don Chaney, and authorized agents of both as well as CLE-West including Director Harry Beans and any of its employees or other agents and any assigns and successors of the Sellers.

PRICE AND PAYMENT PROVISIONS: It is agreed that the purchase price for the text on CD is $150.00. Upon receipt of payment and this executed agreement, Seller shall mail the CD to Purchaser.

PURCHASER PROHIBITION ON ALLOWING ACCESS TO THIRD PARTIES: Purchaser shall not allow access to and shall not distribute the material in any form to any third party (person or entity) other than agents utilizing the material for Purchaser purposes.

DISCLAIMER, LIMITATION OF LIABILITY AND OTHER RESTRICTIONS UPON PURCHASER WHICH PROTECT SELLER: Purchaser acknowledges the coverage is of very expansive topics and is not intended to be complete, and legal and tax matters are oftentimes complex and require the assistance of an accountant and/or lawyer specializing in the particular area to deal with the specific situation at hand. Professionals and business owners are urged to initially review the whole text to gain a big picture perspective. Keep in mind the forms must be tailored to fit each particular situation. While E.R. 1.8(h) prohibits a lawyer from making an agreement prospectively limiting the lawyer's liability for malpractice, the author has obtained an informal opinion from the Arizona State Bar indicating any sale of this text/book with the below disclaimers, warnings, cautions does not violate the rule of ethics as it was determined by E.R. 1.8(h) (is not aimed at legal publications). The opinion to the author cited Formal Opinion No. 91-23, with an indication that the purchaser of a legal text is not considered a client relying on Hrudka, 919 P.2d 179 (App. 1995), in which the court did not find a party was a client when no fee was paid, no file opened and only a cursory discussion of the law was had. In selling this text, the author does not provide specific legal assistance/services for any specific Purchaser issue, and the author intends to sell a legal text only and in no way create an attorney/client relationship in presenting this limiting, restricting and waiving agreement to a potential purchaser as a requirement to purchase this material in any form, such as on a CD.

THE PURPOSE OF THE FOLLOWING CAUTIONS AND WARNINGS IS TO INFORM THE PURCHASER AND/OR ANY USER OF THIS MATERIAL/TEXT THE AUTHOR IS NOT RESPONSIBLE FOR ANY LIABILITY, CLAIM, LOSS OR THE LIKE INCURRED THROUGH THE USE OF THE MATERIAL BY ANYONE EXCEPT THE AUTHOR AGREES IN THE EVENT OF A VALID CLAIM, TO REFUND ANY AMOUNT PAID, PLUS $10.00 FOR THE MATERIAL BEING USED WITH THAT BEING THE ABSOLUTE LIMIT OF LIABILITY OF THE AUTHOR. THE AUTHOR DOES NOT GUARANTEE/ WARRANT THAT THE MATERIAL IS CORRECT AND COMPLETE; ANY USER OF THIS MATERIAL MUST VERIFY THE ACCURACY AND CURRENCY OF ANY CITATIONS, COMMENTARY AND FORMS UTILIZED AND ADAPT THE MATERIAL TO ANY SPECIFIC ACTUAL SITUATION. THIS MATERIAL IS NOT TO BE CONSTRUED AS LEGAL ADVICE OR OPINIONS; BUSINESS OWNERS NEED TO CONSULT THEIR OWN ATTORNEY WHO WOULD NEED TO VERIFY THE ACCURACY AND CURRENCY OF THIS MATERIAL.

WARNING: USE THE COMMENTARY, FORMS AND SO ON IN THIS MATERIAL AT YOUR OWN RISK. THE AUTHOR MAKES NEITHER REPRESENTATION NOR WARRANTY AS TO THE ACCURACY, SUFFICIENCY, CORRECTNESS, LEGALITY, USABILITY AND THE LIKE AS TO THE MATERIAL CONTAINED IN THIS TEXT. PURCHASER AGREES THE MATERIAL IS SOLD WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUSINESS OWNERS MUST UTILIZE THE ASSISTANCE OF AN ACCOUNTANT OR LAWYER TO COMPLETE EACH PROJECT, AND ANY SUCH PROFESSIONAL MUST COMPLETE HIS/HER OWN LEGAL RESEARCH TO VERIFY THE ACCURACY, CURRENCY AND SO ON, OF THE MATERIAL BEING UTILIZED TO COMPLETE A CLIENT PROJECT.

ADDITIONAL CAUTION: THE AUTHOR HAS DEVELOPED THIS TEXT OVER A NUMBER OF YEARS WITH MOST MATERIAL INITIALLY UTILIZED FOR ARIZONA STATE BAR, CPA AND OTHER PROFESSIONAL GROUP SEMINARS, AND ALTHOUGH THE AUTHOR HAS ATTEMPTED ON A REGULAR BASIS TO KEEP THE MATERIAL CURRENT AND KNOWS OF NO MISSTATEMENTS/ERRORS/ OMISSIONS IN THE MATERIAL, THE MATERIAL IS LENGTHY AND COMPREHENSIVE AND COULD CONTAIN MISSTATEMENTS AND/OR OUT-OF-DATE MATERIAL AND/OR IMPORTANT OMISSIONS. THUS, AGAIN THE CAUTION IS GIVEN THAT WHEN USING THE MATERIAL, THE CITATIONS NEED TO BE VERIFIED FOR ACCURACY AND CURRENCY AND THE FORMS CUSTOMIZED FOR THE PARTICULAR PROJECT/MATTER AT HAND. IN ADDITION, CAUTION IS GIVEN THAT SOME TOPICS MAY NOT BE COMPLETE WITH THE PRACTITIONER AND BUSINESS OWNER HAVING TO BE CAREFUL THAT OTHER LAW MIGHT NEED TO BE CONSIDERED FOR THE PROJECT/MATTER AT HAND TO BE HANDLED APPROPRIATELY.

THE USER OF THIS MATERIAL IS WARNED NOT ALL COMMENTARY MAY BE CURRENT, COMPLETE AND/OR TOTALLY CORRECT AND AGREEMENT FORMS MAY CONTAIN IMPERFECTIONS; THEREFORE, THE USER NEEDS TO CAREFULLY REVIEW, CUSTOMIZE AND CORRECT THE MATERIAL TAKING INTO ACCOUNT THE PARTICULAR SITUATION INCLUDING TAX CONSIDERATIONS ALL OF WHICH MAY NOT BE ADDRESSED IN THE MATERIAL.

THIS TEXT IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. THE AUTHOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE PURCHASER OR ANY OTHER USER OF THIS MATERIAL/TEXT. THE RISK AS TO THE QUALITY, ACCURACY, SUFFICIENCY, CORRECTNESS, LEGALITY, USABILITY AND THE LIKE AS TO THE MATERIAL CONTAINED IN THIS TEXT IS WITH THE PURCHASER AND ANY USER. IN NO EVENT, WILL THE AUTHOR BE LIABLE FOR CONSEQUENTIAL (INCLUDING LOST PROFIT), INCIDENTAL, SPECIAL, DIRECT OR ANY OTHER DAMAGES WHETHER BASED IN CONTRACT, TORT INCLUDING THE NEGLIGENCE OF SELLER OR OTHERWISE WHICH MAY ARISE BY REASON OF INACCURACIES, ERRORS, OMISSIONS AND SO ON IN THE MATERIAL OF WHICH PURCHASER ACKNOWLEDGES THE POSSIBILITY OF WHICH IN ANY SECTION OF THE TEST EXISTS. PURCHASER AGREES THE ABSOLUTE LIMIT OF LIABILITY APPLIES, AS AN EXAMPLE, TO ANY DAMAGE TO PURCHASER'S COMPUTER EQUIPMENT AND SOFTWARE OF ANY TYPE.

Seller agrees to replace any defective CD for a period of 180 days from the date of purchase.

**ALSO, THE USER OF THIS MATERIAL MUST ALWAYS KEEP IN MIND THAT THE FOCUS OF ALL MATERIAL IS ARIZONA LAW, AND THE LAW APPLYING IN ANY OTHER JURISDICTION WOULD NEED TO BE CONSIDERED AND APPLIED APPROPRIATELY. **

COMPREHENSIVENESS OF MATERIAL CAUTION: THE AUTHOR WORKS EXTENSIVELY IN TAX, CONTRACT AND ESTATE PLANNING MATTERS, BUT DOES NOT ATTEMPT TO ADDRESS ALL AREAS OR ISSUES. AS AN EXAMPLE, THE BUSINESS SALE VALUATION TOPIC DOES NOT CONTAIN ALL BUSINESS VALUATION METHODS. THE AUTHOR FURTHER CAUTIONS SEVERAL TOPICS, SUCH AS THE REAL ESTATE MATERIAL, ARE LIMITED AND NARROW; THUS, THE AUTHOR EMPHASIZES THE CAUTIONS ABOVE, INCLUDING BUT NOT LIMITED TO THE NEED FOR PROFESSIONAL RESEARCH TO VERIFY THE MATERIAL IS ACCURATE AND COMPLETE, THE NEED FOR ENGAGING AN ATTORNEY AND/OR ACCOUNTANT SPECIALIZING IN THE PARTICULAR MATTER AND THE NEED TO CUSTOMIZE FORMS IN THIS MATERIAL TO MEET THE SPECIFIC REQUIREMENTS OF ANY PROJECT AT HAND.

The undersigned Purchaser acknowledges the material is copyrighted and the author reserves all rights. Copyright © 2001 by Author A. Donald Chaney, Ltd.

INDEMNIFICATION TYPE PROVISIONS: PURCHASER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND A. DONALD CHANEY AND HIS SPOUSE AS WELL AS A. DONALD CHANEY, LTD. AND ANY OF ITS OFFICERS, EMPLOYEES AND OTHER AGENTS FROM ANY AND ALL CLAIMS, JUDGMENTS AND COSTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEY FEES, INCURRED IN CONNECTION WITH ANY ACTION BROUGHT AS A RESULT OF THE SALE AND/OR USE OF THIS MATERIAL, INCLUDING, BUT NOT LIMITED TO, ANY ACTIONS BROUGHT BY PURCHASER, ANY EMPLOYEE OR OTHER AGENT OF PURCHASER ON BEHALF OF PURCHASER AS WELL AS ANY THIRD PARTY(IES). PURCHASER COVENANTS NOT TO SUE OR MAKE ANY CLAIM AGAINST SELLER AND OTHER PARTIES ENUMERATED JUST ABOVE EVEN IF CAUSED BY THE NEGLIGENCE OR OTHER FAULT OF SELLER/AUTHOR.

PURCHASER AGREES NOT TO GIVE ACCESS TO AND NOT ALLOW USE BY ANY THIRD PARTY(IES), OTHER THAN AN AUTHORIZED AGENT OF THE PURCHASER FOR PURPOSES OF THE PURCHASER IN COMPLETING A LEGAL OR TAX PROJECT FOR THE PURCHASER. PURCHASER, FOR EXAMPLE, SHALL NOT ALLOW ANY THIRD PARTY TO COPY THE CD. ALSO, PURCHASER AGREES NOT TO RENT, SELL OR OTHERWISE TRANSFER THE CD ITSELF, OR IN ANY FORM, TO ANY THIRD PARTY. PURCHASER AGREES THAT ANY AUTHORIZED AGENT OF PURCHASER, SUCH AS AN EMPLOYEE, SHALL BE REQUIRED TO AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

PURCHASER FURTHER ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE ABOVE DISCLAIMERS, CAUTIONS AND WARNINGS AND AGREES TO COMPLY WITH SELLER DIRECTIONS ABOVE INCLUDING BUT NOT LIMITED TO VERIFYING LEGAL CITATIONS, UTILIZING LEGAL AND ACCOUNTING SPECIALISTS AS APPROPRIATE AND CUSTOMIZING THE MATERIAL INCLUDING FORMS FOR EACH PARTICULAR PROJECT. PURCHASER ACKNOWLEDGES BEFORE SIGNING THIS AGREEMENT, PURCHASER HAS BEEN INFORMED AND UNDERSTANDS BY SIGNING THIS AGREEMENT, PURCHASER IS GIVING UP IMPORTANT/ SIGNIFICANT LEGAL RIGHTS, AND PURCHASER INTELLIGENTLY AND VOLUNTARILY DOES SO BY SIGNATURE BELOW.

APPLICATION OF AGREEMENT TO ANY UPDATES: The Purchaser agrees the provisions of this agreement shall extend fully to any annual updates to this material provided by the author without the requirement of any additional consideration to Purchaser and without execution by Purchaser of any additional agreement. Purchaser acknowledges the author/Seller has made no guarantee or promise that any annual updates will be available, but the author acknowledges he expects for at least several years to keep the CD material updated and available to Purchasers on an annual basis at a reduced cost (less than available to first time buyers).

GENERAL PROVISIONS: This agreement shall be binding upon the heirs, personal representatives, lawful assigns and lawful successors of the parties.

Purchaser agrees the provisions of this agreement, including but not limited to the limitation of liability of Seller and indemnification type provisions have an infinite duration, but the author acknowledges that currently copyright protection is of a limited duration. Purchaser agrees that all provisions of this agreement also extend to any use of the material.

It is agreed the utilization of gender, plural and singular and the like shall have no significance and each designation shall be construed as appropriate.

Purchaser acknowledges good and valuable consideration for all promises contained herein in the form of having received the comprehensive text as well as the agreement of Seller to a refund of the purchase price plus pay an additional $10.00 (see above) in the event of a valid claim.

This agreement contains the entire agreement between the parties, and no statements, promises or inducements made by either party or agent of either party that are not contained in this written agreement shall be valid or binding; this contract may not be enlarged, modified or altered except in writing in accordance with the above provisions.

If any provision or portion of a provision of this agreement is declared void and unenforceable, such provision or portion of such provision shall be deemed severed from this agreement, which shall otherwise remain in full force and effect. Further, if any such provision or portion of such provision may be reduced and/or narrowed in scope or the like, such provision or portion of such provision shall be reduced, narrowed, and/or the like, and so enforced. The same shall apply to any portion of any provision. Additionally, in the event the indefinite duration of this contract and/or "any use" provisions of this contract is declared to be illegal or invalid, because of scope (such as the indefinite duration), such shall be reduced to the extent necessary to become enforceable, and shall be enforced as so reduced; however, the purchaser is directed to the waiver provisions just below.

PURCHASER ACKNOWLEDGES AND AGREES THE INDEFINITE DURATION OF THIS CONTRACT AND "ANY USE" PROVISIONS, AS TO THE RESPECTIVE RESTRICTIVE PROTECTIVE-TYPE PROVISIONS IN FAVOR OF SELLER ARE UNDERSTOOD AND AGREED TO AND PURCHASER VOLUNTARILY WAIVES THE RIGHT TO ATTEMPT IN ANY MANNER TO REQUEST THE AVOIDANCE OR LESSENING OF ANY SUCH TYPE PROVISION THROUGH ANY TYPE OF LEGAL PROCEEDINGS OR OTHER PROCEEDINGS WHATSOEVER. AS AN EXAMPLE, PURCHASER SHALL NEVER BE ENTITLED TO DAMAGES IN EXCESS OF THE REFUND OF THE PURCHASE PRICE.

Headings and captions are for reference only and are not to be construed as expanding or limiting any provisions of this agreement.

Purchaser acknowledges and agrees utilization of Seller and/or Author mean the same and always include both A. Donald Chaney, Ltd. and A. Donald Chaney individually. Therefore, Purchaser acknowledges and agrees that all provisions of this agreement, including protective provisions, shall benefit A. Donald Chaney individually and the professional corporation, A. Donald Chaney, Ltd as well as CLE-West, including Director Harry Beans and any CLE-West employees or other agents.

All parties to this agreement desire all provisions of this agreement to be enforceable as each has equal bargaining power and have entered into all provisions voluntarily after full review and understanding of this agreement with any desired legal, accounting or other advisor, and all parties to this agreement specifically waive any statutory provision, case law or other legal authority which is in any way contrary to and/or nullifies/voids any provision or portion of a provision of this agreement including but not limited to any required agreement formality.

Purchaser and Seller agree that a facsimile/fax or other reproduction type copy of this contract so long as signed by both parties shall be considered an original and shall be fully enforceable against both parties notwithstanding anything to the contrary in a statute or other controlling law, and both parties voluntarily waive any such requirements. Further, the parties agree that this agreement may be executed by the separate parties and separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall constitute one and the same agreement/instrument. All parties agree such counterparts shall be effective immediately and in the future, notwithstanding anything to the contrary in a statute or other controlling law, and the parties voluntarily waive any such requirements.

Purchaser acknowledges this agreement has been entered into after adequate time to review, understand and agree to the limiting, waiving and restrictive provisions and therefore agrees any rule of construction requiring ambiguities to be construed against the drafter of an agreement shall not apply to any term or provision of this agreement.

The parties agree this contract shall be construed in accordance with the laws of the State of Arizona to the fullest extent lawfully allowed. The parties agree that any controversy or dispute between the parties arising from this agreement and/or its breach shall be resolved in accordance with the following; the parties agree that the following dispute resolution provisions shall be controlling as to any dispute between the parties whether or not such involves a controversy or claim arising from the agreement or its breach and shall include any controversy, claim or the like relating to any Arizona, Federal or other statute whatsoever. These provisions apply to any claim, action or the like, whether based in contract, tort, in law, inequity and/or any other type of claim, action or the like. The parties acknowledge various non-court controversy resolution systems and methods are or are becoming available, and the parties agree to cooperate to select a mediation or arbitration method or other controversy resolution method which is reasonably efficient and affordable including utilization of the American Arbitration Association or other method or system if more available, efficient and cost effective. It is agreed such non-court resolution shall take place in Tucson, Arizona or as close thereto as is available, efficient and cost effective. The parties agree to act reasonably in selecting such non-court controversy resolution method. The parties agree if they are unable to reasonably agree on the alternative dispute resolution method within thirty (30) days from which the dispute arises, the parties agree the dispute shall be submitted to the American Arbitration Association. It is agreed any such dispute resolution method shall involve a decision, which shall be final and binding upon the parties to this agreement and that a judgment thereon may be entered in the appropriate court of the State of Arizona and transferred elsewhere as appropriate. It is agreed the decision may be in the form of an award of damages against one party and in favor of the other party. It is agreed if no such alternative dispute resolution system including the American Arbitration Association is reasonably available or if one party does not reasonably cooperate to determine a mediation or arbitration method, the parties may litigate the matter to determine which mediation or arbitration method shall be utilized or litigate the matter, if no such alternative exists, in any other lawful manner in Pima County, Arizona. It is agreed this clause shall not limit any party from the right to obtain any provisional remedy, including without limitation, injunctive relief, and orders for recovering possessions or similar relief, from any court of competent jurisdiction located in Pima County, Arizona, deemed necessary by the party to protect its property or other rights. The mediator, arbitrator, court of the like shall award costs and reasonable attorney fees to the prevailing party.

THE UNDERSIGNED PURCHASER AND ANY SPOUSE ACKNOWLEDGE EITHER OR BOTH ARE OVER AGE 18.

PURCHASER ACKNOWLEDGMENT AND UNDERSTANDING: By signature below Purchaser acknowledges and signifies that Purchaser has carefully read this entire agreement containing various restrictions against Purchaser and has had time to consider the terms, including the opportunity to have it reviewed by independent counsel, and fully understands and agrees to all such provisions including the restrictive provisions.

The Purchaser acknowledges either that this contract has been reviewed on behalf of Purchaser by the attorney named below or that the Purchaser, based upon full understanding of all provisions of this agreement including restrictions, limitations and waivers by Purchaser, voluntarily waives such attorney review before execution and enforcement of all contractual terms above (check one box):

        [_]     Contract reviewed by Purchaser attorney.
        If this box is checked, indicate the name of the attorney:

        _____________________________________________________
   
        [_]     Voluntary waiver of attorney review.

____________________________________________
A. Donald Chaney, acting individually and as
Authorized Agent of A. Donald Chaney, Ltd.,
Author as well as CLE-West, collectively known as Seller



_____________________________________________
Purchaser


_____________________________________________
Spouse of Purchaser
Name of Spouse:

NOTE: If the Purchaser is a married individual, his/her spouse must sign to make the indemnification provisions for the benefit of the author above effective, both spouses must sign under Arizona law - 25 ARS 214C2. Either the signature line above must be completed or the word 'none' inserted in the signature of spouse line above.


PURCHASER CONTRACT COMPLETION INSTRUCTIONS: Seller and authorized agent Don Chaney will initial and sign the agreement upon receipt of this contract as executed by Purchaser. The following are instructions to the Purchaser for execution:

1.    Please enter the date of execution.

2.    At the beginning of the contract, complete the Purchaser information (name, phone number, fax number and address).

3.    Initial all pages through the signature page at the end of the contract.

4.    Complete the Purchaser attorney review or voluntary waiver of such attorney review, including the attorney name if the waiver 'box' is not checked; that portion of the agreement is just above the signature lines.

5.    Purchaser must sign at the end of the agreement.

6.    As the above note indicates, any spouse of an individual purchaser must also sign with the name of the spouse printed below the signature. In addition, the spouse must initial all pages before the signature page.

7.    Mail the executed contract back to CLE-West with a $150 check; then CLE-West will forward the CD to Purchaser.

Disclaimer | Privacy Policy | Contact Us

© CLE West | All rights Reserved