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agreement was drafted by Mr. Rahill's attorney, Mr. Dennis
Roberts. The agreement provides as follows:
2. Transfer of Accounts. As of the effective
date of the Agreement, Welch agrees to assume the
accounting practice of Rahill. The parties agree
that this practice is represented by the clients
contained in the list attached hereto as
"Schedule A". Welch agrees to pay Rahill one
hundred percent (100%) of the average annual
gross revenues earned from the clients set out in
Schedule A. The average annual gross revenues
being determined by actual revenues for a forty-
eight (48) month period, beginning with the
effective date of the agreement. The amount paid
under this Agreement will be in consideration for
Rahill's cooperation and "Covenant Not to
Compete". Future payments will be 25% of the
monthly receipts, payable on the tenth of each
month for a period of four years. The final
payment will be due on the tenth day of the
forty-ninth month following the effective date of
the agreement. This final payment will equal one
hundred percent (100%) of gross revenues earned,
whether billed and collected or not, less the sum
of all payments previously made, during the
forty-eight (48) month period of this Agreement.
For the purposes of payments required by
this Paragraph, the term "Clients" shall also
include any new business entities or enterprises
entered into by present clients listed on
Schedule A, but only if such new business or
enterprise is owned by fifty-one percent (51%) or
more, or is controlled by the present clients or
client’s spouse or children. Also, if any client
listed on Schedule A ceases to be a client during
the term of this agreement, and later becomes a
client again, such client's billing shall be
included for purposes of computing the payments
due under this Paragraph.
Rahill shall transfer all his client files,
work papers, and other like items necessary for
an accounting firm to handle its clients, to
Welch. Such assignment shall not include any
accounts receivable billed or unbilled, and
also not included in the assignment are any
liabilities existing or contingent of Rahill.
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Last modified: May 25, 2011