[{"data":1,"prerenderedAt":531},["ShallowReactive",2],{"document-agreement-of-purchase-and-sale-of-business-assets-short-D319":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":186,"customdescription":6,"mdFm":187,"mdProseHtml":530},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AGREEMENT TO SELL BUSINESS This Agreement to Sell Business (the \"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: Whereas the Seller desires to sell to Buyer and the Buyer desires to buy the business of the Seller, now being operated at [YOUR ADDRESS] and known as [YOUR COMPANY NAME] and all assets thereof as contained in Schedule \"A\" attached hereto, the parties hereto agree and covenant as follows: The total purchase price for all fixtures, furnishings and equipment is [AMOUNT] payable as follows: [AMOUNT] paid in cash; certified or bank checks, as a deposit upon execution of this Agreement, to be held by [BANK NAME]. [AMOUNT] additional to be paid in cash, certified or checks, at the time of passing papers. [AMOUNT] to be paid by a note of the Buyer to the Seller, bearing interest at the rate of [RATE] percent per annum with an option of the Buyer to prepay the entire outstanding obligation without penalty. Said note shall be secured by a chattel mortgage and financing statement covering the property to be sold hereunder, together with any and all other property acquired during the term of said note and placed in or within the premises. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly executed by the Seller. The Seller promises and agrees to convey good, clear, and marketable title to all the property to be sold hereunder, the same to be free and clear of all liens and encumbrances. Full possession of said property will be delivered in the same condition that it is now, reasonable wear and tear expected. Consummation of the sale, with payment by the Buyer of the balance of the down payment and the delivery by the Seller of a Bill of Sale, will take place on or before [DATE]. 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The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","1",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":96,"description":6},"letter of intent for purchase of computer equipment",[98,101],{"label":99,"url":100},"Production & Operations","production-operations",{"label":102,"url":103},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":107,"descriptionCustom":6,"label":108,"pages":109,"size":91,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":115,"keywords":114,"url":121},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":114,"description":6},"non disclosure agreement nda",[116,118],{"label":33,"url":117},"business-legal-agreements",{"label":119,"url":120},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":123,"descriptionCustom":6,"label":124,"pages":90,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":137,"url":138},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[131,134],{"label":132,"url":133},"Sales & Marketing","sales-marketing",{"label":135,"url":136},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":140,"descriptionCustom":6,"label":141,"pages":109,"size":142,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":147,"keywords":156,"url":157},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[148,150,153],{"label":17,"url":149},"finance-accounting",{"label":151,"url":152},"Business Loans","business-loan",{"label":154,"url":155},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":91,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":172},"REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [SELLER NAME], (the \"Seller\") an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [PURCHASER NAME], (the \"Purchaser\") an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Seller and Purchaser shall be referred to as the \"Parties.\" WHEREAS, the Seller is the owner of the real property located at [ADDRESS OF PROPERTY] (hereinafter referred to as the \"Property\") and the Purchaser is interested in buying the Property from the Seller pursuant to the following terms and conditions. WHEREAS, in consideration of and as a condition of the Seller selling the Property and the Purchaser purchasing the Property and other valuable consideration, the receipt and sufficiency of which are acknowledged here; NOW, THEREFORE, the Parties agree as follows: PROPERTY The Property is situated at [SPECIFY ADDRESS] and the legal description of the Property is as follows: [SPECIFY LEGAL DESCRIPTION OF PROPERTY] which includes with it but is not limited to permits, easements, and cooperative and association memberships (the \"Property\"). The Seller agrees to sell and convey to the Purchaser and the Purchaser agrees to purchase the Property from the Seller. The Seller shall release possession, occupancy, existing keys and/or means to operate all locks, mailbox, security system/alarms and all common area facilities to the Purchaser on the Closing Date. The Seller agrees that all the existing fixtures on the Premises, and any existing personal property including but not limited to light fixtures, fireplace, ceiling fans, lighting, and storage sheds shall be included in this sale and shall be transferred with no monetary value, and free and clear of all liens or encumbrances. PAYMENT OF PURCHASE PRICE The Purchaser agrees to pay to the Seller [SPECIFY AMOUNT] for the Property. At the time of signing of the Agreement, the Purchaser shall make the payment of [SPECIFY PERCENTAGE] % of the total amount. The remaining amount shall be transferred to the Seller on the Closing Date. The Purchaser is entitled to pay the amount by any of the following modes: [SPECIFY MODES OF PAYMENT]. TITLE INSURANCE The Seller shall furnish to the Purchaser an owner's policy of title insurance (the \"Title Insurance\") from [SPECIFY INSURANCE COMPANY] (the \"Title Company\") in an amount of the Sales Price dated as of the date that the sale of the Property becomes final, and the Purchaser takes possession, which insures and indemnifies the Purchaser against loss, as stipulated under the provisions of the Title Policy, subject to exceptions contained therein. TITLE COMMITMENT At the Seller's sole cost, the Seller will furnish or cause to be furnished to the Purchaser a commitment for the Title Insurance and copies of restrictive covenants and documents evidencing the exceptions in the Commitment. DISCLOSURES BY THE SELLER The Seller shall send disclosures to the Purchaser, within 28 days of signing of this Agreement, in which he shall disclose the details of the Property under various categories. The categories include: Boundaries. Changes made to the Property (extensions, alterations). Shared areas with neighbors, formal and informal agreements. Disputes or complaints (made by or about the Seller). Occupiers (who live at the Property). Guarantees and warranties affecting the Property. Environmental matters. The relevant issues disclosed to the Purchaser shall include, but are not limited to the following: Any disputes with neighbors that have resulted in written exchanges, or police or local authority involvement. Whether the neighbors have any anti-social behavior orders. Planning permission on the Property that is pending, granted or denied. Problems with pests, current or historic. Flooding issues, current or historic. Structural issues. Whether there is a flight path nearby or one planned. Whether there is a motorway within view or one planned. A previous sale falling through due to bad survey results on the Property. The neighborhood having high levels of crime. A violent death that occurred at the Property. Notwithstanding anything contained in the foregoing provisions, the Seller shall disclose all such information which would materially affect the Purchaser's consent to purchase the Property. WARRANTY BY THE SELLER The Seller has full power and authority to enter into and perform this Agreement in accordance with its terms; The individuals executing this Agreement on behalf of the Seller are authorized to do so and, upon execution hereof, this Agreement shall be binding upon and enforceable against the Seller; The Seller has no actual knowledge of any impending lawsuits with respect to the Property; The Seller represents and warrants that there will be no liens, assessments, or security interests from third parties against the Property on the Closing Date; The Seller warrants and shall maintain and repair the Premises so that at the time of possession, all the heating, cooling, mechanical, plumbing and electrical systems, and built-in appliances shall be in working condition; The Seller warrants that the Premises, including all additional existing personal property included in the sale, will be in substantially the same condition, except the changes caused by reasonable wear and tear or irresistible force, as on the date of acceptance of the Agreement; The Seller warrants that no damage would be caused to the Property, by any improvement work being carried out by the Seller in the Property, to substantially reduce its value or damage it in a way to make its enjoyment difficult. WARRANTY BY THE PURCHASER The Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms; and Any individual executing this Agreement on behalf of the Purchaser is authorized to do so, and, upon execution hereof, this Agreement shall be binding upon and enforceable against the Purchaser. INDEMNIFICATION The Seller will bear all the risk of loss to the Property or its improvements, which includes but is not limited to physical damage or destruction to the Property, or loss caused by eminent domain, until the Closing Date. If prior to the Closing Date, the Property is damaged or destroyed, the Seller will restore the Property to its previous condition as soon as possible before the Closing Date. The Seller agrees to defend, indemnify, and hold the Purchaser harmless from and against all claims, liabilities, obligations, costs, expenses, and reasonable attorney's fees arising out of or related to: Any breach or inaccuracy of representation or warranty of the Seller made in this Agreement; Any failure by the Seller to perform any covenant required to be performed by it under this Agreement; Any liability or obligation of any third party assumed by the Seller in accordance with the terms of this Agreement; Use of the Property before the Closing Date. PRORATION The Seller and the Purchaser agree to proration of the following items: Title Insurance and Closing Fee: The Seller shall pay all costs of the Title Commitment and the premium as applicable under law. Recording Costs: The Purchaser shall pay the cost of the deed and all other documents. Real Estate Taxes and Special Assessments: All real estate property taxes, levies and assessments as of the Closing","Real Estate Purchase Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/real-estate-purchase-agreement-D13234.png","https://templates.business-in-a-box.com/imgs/250px/13234.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13234.xml",{"title":166,"description":6},"real estate purchase agreement",[168,169],{"label":33,"url":117},{"label":170,"url":171},"Purchase & Sale Agreements","purchase-sale-agreement","/template/real-estate-purchase-agreement-D13234",{"description":174,"descriptionCustom":6,"label":175,"pages":90,"size":176,"extension":10,"preview":177,"thumb":178,"svgFrame":179,"seoMetadata":180,"parents":181,"keywords":184,"url":185},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[182,183],{"label":33,"url":117},{"label":33,"url":117},"general non compete agreement","/template/general-non-compete-agreement-D882",false,{"seo":188,"reviewer":200,"quick_facts":204,"at_a_glance":207,"personas":211,"variants":236,"glossary":262,"clauses":299,"how_to_fill":350,"common_mistakes":391,"faqs":416,"industries":444,"comparisons":461,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":518,"classification":519},{"meta_title":189,"meta_description":190,"primary_keyword":191,"secondary_keywords":192,"family":191,"is_canonical":186},"Asset Purchase Agreement Short Template (Free Word)","Free short-form asset purchase agreement template. Transfer business assets, inventory, and goodwill with a binding Word document. Used in 190+ countries. Free Word and PDF download.","agreement of purchase and sale of business assets",[193,194,195,196,197,198,199],"business asset sale agreement","purchase and sale of business assets template","asset purchase agreement template word","short form asset purchase agreement","business assets transfer agreement","asset sale contract template","buy sell agreement business assets",{"name":201,"credential":202,"reviewed_date":203},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":205,"legal_review_recommended":206,"signature_required":206},"advanced",true,{"what_it_is":208,"when_you_need_it":209,"whats_inside":210},"An Agreement of Purchase and Sale of Business Assets (Short Form) is a binding legal contract between a seller and a buyer that transfers specified business assets — equipment, inventory, intellectual property, customer lists, and goodwill — from one party to another for an agreed purchase price. This free Word download gives you a structured, lawyer-reviewed starting point you can edit online and export as PDF to execute a clean asset transaction without acquiring the seller's liabilities.\n","Use it when buying or selling a small business's operating assets rather than its shares or equity, when the buyer wants to cherry-pick assets and exclude unknown liabilities, or when both parties need a concise written record of what is being transferred, at what price, and on what terms.\n","Identification of the parties and the assets being transferred, the purchase price and payment structure, representations and warranties from both seller and buyer, assumption of liabilities (and exclusions), conditions to closing, non-competition and non-solicitation restrictions, and governing law with dispute resolution provisions.\n",[212,216,220,224,228,232],{"title":213,"use_case":214,"icon_asset_id":215},"Small business buyers","Acquiring equipment, inventory, and goodwill from a retiring owner","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Business sellers","Documenting the transfer of operating assets to a qualified buyer","persona-entrepreneur",{"title":221,"use_case":222,"icon_asset_id":223},"Startup founders","Purchasing an existing customer base or brand assets to accelerate launch","persona-startup-founder",{"title":225,"use_case":226,"icon_asset_id":227},"M&A advisors and brokers","Providing clients with a short-form template for straightforward asset deals","persona-consultant",{"title":229,"use_case":230,"icon_asset_id":231},"Franchise operators","Transferring a franchise unit's assets to a new owner or successor","persona-franchise-applicant",{"title":233,"use_case":234,"icon_asset_id":235},"Corporate development teams","Acquiring a product line or division's assets outside a full share purchase","persona-operations-director",[237,241,245,248,252,255,258],{"situation":238,"recommended_template":239,"slug":240},"Buying or selling the entire equity of a corporation","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":242,"recommended_template":243,"slug":244},"Full-length asset purchase with extensive reps, warranties, and indemnities","Asset Purchase Agreement (Long Form)","asset-purchase-agreement-D928",{"situation":246,"recommended_template":160,"slug":247},"Transferring real property as part of or alongside the asset sale","real-estate-purchase-agreement-D13234",{"situation":249,"recommended_template":250,"slug":251},"Expressing mutual intent before finalizing due diligence","Letter of Intent (Business Acquisition)","letter-of-intent-D12655",{"situation":253,"recommended_template":124,"slug":254},"Selling a single piece of equipment rather than a going concern","bill-of-sale-D1229",{"situation":256,"recommended_template":141,"slug":257},"Structuring seller financing for the purchase price","promissory-note-D434",{"situation":259,"recommended_template":260,"slug":261},"Protecting confidential information shared during due diligence","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",[263,266,269,272,275,278,281,284,287,290,293,296],{"term":264,"definition":265},"Asset Purchase","A transaction in which a buyer acquires specific assets of a business rather than its shares, allowing the buyer to select what is included and exclude liabilities not expressly assumed.",{"term":267,"definition":268},"Purchased Assets","The specific equipment, inventory, IP, customer lists, contracts, and goodwill itemized in the agreement as being transferred to the buyer at closing.",{"term":270,"definition":271},"Excluded Assets","Assets the seller retains after closing — typically cash, accounts receivable, and items not listed in the purchase schedule.",{"term":273,"definition":274},"Assumed Liabilities","The specific debts or obligations of the seller that the buyer agrees to take on; anything not listed remains the seller's responsibility.",{"term":276,"definition":277},"Goodwill","The intangible value of an established business — customer relationships, brand reputation, and trade name — beyond the book value of its hard assets.",{"term":279,"definition":280},"Representations and Warranties","Factual statements made by each party about the assets, title, and their authority to complete the transaction, which form the basis for indemnification claims if found to be false.",{"term":282,"definition":283},"Closing","The date and event on which the purchase price is paid, legal title to the assets transfers, and all closing conditions have been satisfied.",{"term":285,"definition":286},"Non-Competition Clause","A post-closing restriction preventing the seller from starting or joining a competing business within a defined territory and time period.",{"term":288,"definition":289},"Bulk Sale Notice","A statutory notification required in some jurisdictions before an asset sale, alerting the seller's creditors that business assets are being transferred so they can protect their claims.",{"term":291,"definition":292},"Purchase Price Allocation","The assignment of portions of the total purchase price to specific asset categories — equipment, inventory, goodwill, non-compete — required for tax reporting purposes by both buyer and seller.",{"term":294,"definition":295},"Indemnification","A contractual obligation by one party to compensate the other for losses, damages, or claims that arise from a breach of the agreement or a misrepresented fact.",{"term":297,"definition":298},"Conditions to Closing","Specific events or requirements — such as landlord consent, third-party approvals, or financing confirmation — that must be satisfied before either party is obligated to complete the transaction.",[300,305,310,315,320,325,330,335,340,345],{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Parties and recitals","Identifies the buyer and seller as legal entities and states the purpose of the agreement — that the seller is transferring and the buyer is purchasing specified business assets.","This Agreement of Purchase and Sale of Business Assets is made as of [DATE] between [SELLER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer').","Using trade names instead of registered legal entity names. If the contracting party doesn't match the entity that holds title to the assets, transferring clean title becomes legally complicated.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Description of purchased assets","Lists in detail every asset being transferred — equipment, inventory, intellectual property, customer lists, contracts, licenses, and goodwill — typically by reference to a Schedule A attached to the agreement.","Seller agrees to sell, assign, and transfer to Buyer all right, title, and interest in and to the assets described in Schedule A attached hereto ('Purchased Assets'), free and clear of all liens and encumbrances except as noted.","Using a generic description like 'all business assets' instead of a specific schedule. Vague descriptions lead to post-closing disputes over whether specific items were included or excluded.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Excluded assets","Expressly lists what the seller is keeping — commonly cash on hand, accounts receivable earned before closing, personal property, and any assets not needed by the buyer.","The Purchased Assets do not include: (a) all cash and cash equivalents; (b) accounts receivable arising prior to the Closing Date; (c) [SPECIFIC EXCLUDED ITEMS]; and (d) all assets not listed in Schedule A.","Omitting an excluded assets clause entirely. Without it, the buyer can argue that items the seller assumed were retained were implicitly included in the sale.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Purchase price and payment terms","States the total consideration, how it is structured — lump sum, installments, earnout, or seller financing — and the mechanics of payment at closing.","The purchase price for the Purchased Assets is [AMOUNT] ([CURRENCY]) ('Purchase Price'), payable as follows: (a) $[DEPOSIT] upon execution of this Agreement; (b) $[BALANCE] in immediately available funds at Closing.","Leaving the payment schedule vague when seller financing is involved. Missing installment amounts, interest rates, and default remedies create disputes the agreement should have prevented.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Representations and warranties of the seller","The seller's factual assurances that it owns the assets free and clear, has authority to sell, the assets are in the described condition, and there are no undisclosed liabilities attached to them.","Seller represents and warrants that: (a) Seller has full legal authority to execute this Agreement and transfer the Purchased Assets; (b) Seller has good and marketable title to the Purchased Assets, free and clear of all liens; (c) the financial information provided to Buyer is accurate in all material respects.","Seller agreeing to unlimited, unqualified representations without a knowledge qualifier. Standard practice is to qualify representations with 'to Seller's knowledge' for matters the seller cannot independently verify.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Assumed liabilities and liability exclusions","Defines which of the seller's existing obligations the buyer is taking on and — critically — which remain the seller's responsibility after closing.","Buyer assumes only those liabilities listed in Schedule B ('Assumed Liabilities'). All liabilities of Seller not listed in Schedule B, including any undisclosed liabilities and all obligations arising prior to the Closing Date, remain the sole responsibility of Seller.","Agreeing to assume 'ordinary course liabilities' without a defined list. This phrase is broad enough to expose the buyer to supplier disputes, employee claims, and tax arrears that were the seller's problem.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Non-competition and non-solicitation","Prevents the seller from starting or joining a competing business within a defined geography and time period, and from soliciting the buyer's customers or employees after closing.","For a period of [X] years following the Closing Date, Seller shall not, within [GEOGRAPHIC AREA], directly or indirectly engage in any business that competes with the Business as operated on the Closing Date, nor solicit any customer or employee transferred to Buyer.","Setting a non-compete duration longer than courts in the governing jurisdiction will enforce. Two to three years tied to a specific territory is typically the outer limit for a small business asset sale.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Conditions to closing","Lists the events that must occur before either party is obligated to complete the transaction — such as landlord consent to lease assignment, third-party contract approvals, or the buyer's financing being confirmed.","The obligations of Buyer to complete the purchase are subject to satisfaction of the following conditions by [DATE]: (a) receipt of landlord's written consent to assignment of the Lease; (b) no material adverse change in the Purchased Assets; (c) Seller's representations remaining true in all material respects.","Including conditions that are entirely within one party's control without a deadline or deemed-waiver provision. Uncapped conditions let one party delay closing indefinitely.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Closing mechanics and effective date","Sets the closing date and location, specifies what each party must deliver at closing — keys, executed bills of sale, payment, officer certificates — and when legal title passes.","Closing shall occur on [DATE] at [LOCATION] or such other date and location as the parties agree in writing. At Closing, Seller shall deliver to Buyer: (a) executed bills of sale for all Purchased Assets; (b) all keys, passwords, and access credentials; (c) all documents listed in Schedule C.","No closing checklist or Schedule C of required deliverables. Missing a specific license transfer or assignment at closing can require a second closing or leave a critical asset in limbo.",{"name":346,"plain_english":347,"sample_language":348,"common_mistake":349},"Governing law and dispute resolution","Specifies the jurisdiction whose laws govern the agreement and how disputes are resolved — litigation in a named court, arbitration, or mediation before litigation.","This Agreement shall be governed by and construed in accordance with the laws of [STATE/PROVINCE/COUNTRY], without regard to its conflict-of-laws rules. Any dispute arising hereunder shall be submitted to binding arbitration in [CITY] under the rules of [AAA / ADRIC / other].","Selecting a governing law jurisdiction that has no connection to where the business operates or where the assets are located. Courts may disregard a choice-of-law clause with no rational connection to the transaction.",[351,356,361,366,371,376,381,386],{"step":352,"title":353,"description":354,"tip":355},1,"Identify both parties with their full legal entity names","Enter the buyer's and seller's registered legal names, entity types (LLC, Inc., sole proprietor), and states or provinces of organization. Confirm these names match corporate registry records before signing.","Request a certificate of good standing from the seller's jurisdiction to confirm the selling entity is active and has authority to transfer assets.",{"step":357,"title":358,"description":359,"tip":360},2,"Build a detailed Schedule A of purchased assets","List every asset being transferred by category — equipment (with serial numbers), inventory (by SKU count or dollar value), IP (trademarks, domain names, patents), customer lists, assigned contracts, and goodwill. Attach photographs or appraisals for high-value items.","Walk the premises with the seller on the day before signing and verify that every item on Schedule A is present and in the described condition.",{"step":362,"title":363,"description":364,"tip":365},3,"Define excluded assets and assumed liabilities explicitly","List what the seller retains in the body of the agreement and attach Schedule B for any liabilities the buyer is assuming. Confirm each assumed liability's current balance and status before closing.","Request copies of all contracts, leases, and supplier agreements the buyer is assuming at least 10 business days before closing to allow time to review them.",{"step":367,"title":368,"description":369,"tip":370},4,"Set the purchase price and payment structure","Enter the total price, the deposit amount and when it is due, the balance payable at closing, and any seller-financed installments with interest rate, payment schedule, and default provisions.","If part of the price is an earnout tied to post-closing revenue, define the measurement period, calculation method, and dispute-resolution process in a separate schedule — earnout language in the main body tends to be too vague to enforce.",{"step":372,"title":373,"description":374,"tip":375},5,"Negotiate and cap seller representations","Review each seller representation and add knowledge qualifiers ('to Seller's actual knowledge') where the seller cannot independently verify the fact. Agree on a survival period — typically 12 to 24 months after closing — after which claims for breach of rep cannot be brought.","Sellers should request an indemnification cap equal to 10–20% of the purchase price on general reps; buyers should push for 100% on fundamental reps like title and authority.",{"step":377,"title":378,"description":379,"tip":380},6,"Draft the non-compete with a defined territory and duration","Specify the geographic area (city, state, radius in kilometers), the list of prohibited activities, and the duration. Tie the territory to where the business actually operates, not the entire country.","In California and several other US states and Canadian provinces, non-competes in asset sales are enforceable — but only when tied to the sale of goodwill. Document this connection explicitly.",{"step":382,"title":383,"description":384,"tip":385},7,"Complete the closing checklist and set the closing date","Attach Schedule C listing every document and item each party must deliver at closing — bills of sale, lease assignments, vendor consent letters, access credentials, and payment wire confirmation.","Set a drop-dead date at least 5 business days after all conditions must be satisfied, giving both parties time to cure minor deficiencies without triggering a right to walk away.",{"step":387,"title":388,"description":389,"tip":390},8,"Execute in counterparts and store signed copies","Both parties — and their authorized signatories — must sign before or on the closing date. Collect fully executed originals or e-signature records for both buyer and seller files.","Use Business in a Box eSign to timestamp execution and store the fully executed agreement and all schedules in a single accessible record for future reference or disputes.",[392,396,400,404,408,412],{"mistake":393,"why_it_matters":394,"fix":395},"Vague asset description with no schedule","A description like 'all tangible assets used in the business' creates immediate post-closing disputes over which items were sold and which the seller retained. Resolving these disputes costs more in legal fees than drafting the schedule would have.","Attach a detailed Schedule A listing every asset by category, description, serial number (where applicable), and estimated value. Both parties should initial the schedule at signing.",{"mistake":397,"why_it_matters":398,"fix":399},"No explicit excluded liabilities clause","Without a clear statement that the buyer is not assuming the seller's pre-closing debts, tax arrears, or employee claims, creditors and tax authorities can argue the buyer inherited those obligations under successor liability doctrines.","Include a standalone clause stating that the buyer assumes only the liabilities expressly listed in Schedule B and that all other liabilities remain with the seller, including an indemnification obligation to back it up.",{"mistake":401,"why_it_matters":402,"fix":403},"Skipping bulk sale compliance requirements","Many US states and Canadian provinces require advance notice to creditors before a bulk transfer of business assets. Failing to comply can give the seller's creditors the right to void the sale or pursue the buyer for the seller's debts.","Before closing, confirm whether the governing jurisdiction's bulk sale or bulk transfer statute applies to the transaction and follow the prescribed notification process if required.",{"mistake":405,"why_it_matters":406,"fix":407},"No purchase price allocation agreement","Buyer and seller have opposing tax incentives on how the price is allocated across asset classes — equipment, goodwill, non-compete. If they file inconsistent allocations with tax authorities, both risk audits and penalties.","Agree on a written purchase price allocation in the agreement or a separate schedule, and commit both parties to filing consistent tax returns using those figures.",{"mistake":409,"why_it_matters":410,"fix":411},"Overbroad non-compete covering activities unrelated to the sold business","A non-compete that restricts the seller from any commercial activity, or covers an entire country for a locally operating business, is routinely struck down by courts — leaving the buyer with no protection at all.","Limit the non-compete to the specific type of business sold, the geographic area where the business actually operated, and a duration of two to three years. Courts are more likely to enforce narrow, reasonable restrictions.",{"mistake":413,"why_it_matters":414,"fix":415},"Signing the agreement after the seller has already vacated the premises","If the seller has departed and handed over assets before the agreement is signed, the buyer has no written record of representations, condition at transfer, or liability exclusions — and the seller has no enforceable non-compete.","Execute the agreement and all schedules on or before the closing date, before any assets change hands or access credentials are transferred. Sequence matters in asset sales.",[417,420,423,426,429,432,435,438,441],{"question":418,"answer":419},"What is an agreement of purchase and sale of business assets?","An agreement of purchase and sale of business assets is a binding legal contract through which a seller transfers specified operating assets — equipment, inventory, intellectual property, customer lists, and goodwill — to a buyer for an agreed price. Unlike a share purchase, the buyer acquires only the listed assets and does not inherit the seller's corporate structure, unknown liabilities, or pre-existing legal obligations. It is the most common structure for small business acquisitions.\n",{"question":421,"answer":422},"What is the difference between an asset purchase and a share purchase?","In an asset purchase, the buyer acquires specific business assets and assumes only the liabilities it explicitly agrees to take on. In a share purchase, the buyer acquires ownership of the corporation itself, including all its assets, contracts, liabilities, and legal history. Asset purchases are generally preferred by buyers because they provide a clean break from pre-closing liabilities; share purchases are often preferred by sellers for tax reasons and transaction simplicity.\n",{"question":424,"answer":425},"What assets can be transferred under this agreement?","Tangible assets such as machinery, furniture, fixtures, equipment, and inventory are commonly transferred. Intangible assets — trademarks, trade names, domain names, software, patents, customer databases, and goodwill — can also be included when properly assigned. Contracts and leases require the counterparty's consent to assign. Assets with regulatory licenses (liquor licenses, professional certifications) may require separate transfer applications to the issuing authority.\n",{"question":427,"answer":428},"Does an asset purchase agreement need to be notarized?","In most jurisdictions, a standard asset purchase agreement does not require notarization to be binding — mutual signatures from authorized representatives are sufficient. However, if the purchased assets include real property, certain jurisdictions require a notarized deed of conveyance in addition to the purchase agreement. Motor vehicles and titled equipment may require notarized title transfers depending on the state or province.\n",{"question":430,"answer":431},"What is a bulk sale notice and do I need one?","A bulk sale notice is a statutory requirement in some US states and Canadian provinces that obligates the seller to notify its creditors before transferring a substantial portion of business assets outside the ordinary course of business. The purpose is to prevent sellers from liquidating assets and leaving creditors unpaid. Failure to comply can allow the seller's creditors to void the transaction or pursue the buyer for the seller's debts. Check the requirements in the governing jurisdiction before closing.\n",{"question":433,"answer":434},"How is the purchase price typically structured in an asset sale?","Most small business asset sales use a lump-sum payment at closing, sometimes with a deposit on signing. Seller financing — where the buyer pays a portion of the price in installments over 2–5 years — is common when the buyer cannot fund the full price upfront. Earnout provisions tie a portion of the price to post-closing revenue or EBITDA performance, which can bridge valuation gaps but require careful drafting to avoid disputes over calculation methodology.\n",{"question":436,"answer":437},"Are non-compete clauses in an asset sale agreement enforceable?","In most jurisdictions, non-compete clauses tied to the sale of a business and its goodwill are enforceable when they are reasonable in geographic scope, duration (typically 2–3 years), and the type of activity restricted. California allows non-competes in connection with the sale of goodwill from a business — one of the narrow exceptions to its general ban on employment non-competes. Jurisdictions vary significantly, so review the governing law before relying on the clause.\n",{"question":439,"answer":440},"Does the buyer need a lawyer to review this agreement?","For straightforward asset purchases of operating small businesses under approximately $150,000, a well-drafted template reviewed by an accountant and a brief legal review is typically sufficient. For transactions over $150,000, acquisitions involving real property or regulatory licenses, businesses with employees being transferred, or situations where the seller has known creditor issues, engaging a transactional lawyer for a 2–4 hour review ($600–$1,500) is strongly recommended. The cost of a legal review is almost always less than the cost of a post-closing dispute.\n",{"question":442,"answer":443},"What happens to the seller's employees in an asset purchase?","In an asset purchase, the buyer is not automatically obligated to hire the seller's employees. The seller typically terminates its employees on or before closing, paying any required statutory severance or notice. The buyer then makes independent offers of employment to those it wishes to retain. In Canada, the UK, and the EU, employment law may impose successor employer obligations that require the buyer to offer continued employment on substantially the same terms — legal advice specific to the jurisdiction is essential when employees are involved.\n",[445,449,453,457],{"industry":446,"icon_asset_id":447,"specifics":448},"Retail and food service","industry-retail","Inventory valuation at closing date is typically a separate line item adjusted for actual stock count; liquor licenses require independent regulatory transfer applications outside the asset agreement.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional services","industry-professional-services","Client list and goodwill transfer require client consent or notification obligations in regulated professions such as accounting, law, and healthcare; non-solicitation terms are particularly critical to protect transferred client relationships.",{"industry":454,"icon_asset_id":455,"specifics":456},"Manufacturing","industry-manufacturing","Equipment schedules should include serial numbers, age, and condition representations; environmental indemnities are commonly added to cover pre-closing contamination or regulatory compliance obligations tied to machinery.",{"industry":458,"icon_asset_id":459,"specifics":460},"Technology and SaaS","industry-saas","IP assignment schedules must cover source code, domain names, social media accounts, API keys, and third-party software licenses; open-source license obligations on transferred code must be reviewed before closing.",[462,465,469,472],{"vs":239,"vs_template_id":463,"summary":464},"D{SHARE_PURCHASE_AGREEMENT_ID}","A share purchase agreement transfers ownership of the entire corporation — all assets, liabilities, contracts, and legal history — rather than just selected assets. Buyers typically prefer asset purchases to avoid inheriting unknown liabilities; sellers often prefer share sales for tax efficiency. The choice between the two structures is one of the first decisions in any business acquisition and should be made with tax and legal advice.",{"vs":466,"vs_template_id":467,"summary":468},"Letter of Intent to Purchase a Business","letter-of-intent-to-purchase-a-business-D12786","A letter of intent expresses the parties' mutual interest and outlines key terms before due diligence is complete; it is typically non-binding except for exclusivity and confidentiality provisions. The asset purchase agreement is the definitive binding contract that closes the transaction after due diligence is finished and all conditions are satisfied. Always execute the LOI before sharing sensitive financial information with a prospective buyer.",{"vs":124,"vs_template_id":470,"summary":471},"bill-of-sale-D13374","A bill of sale is a short document that confirms the transfer of a single asset or a simple group of assets for a stated price — with minimal representations, no non-compete, and no conditions to closing. An asset purchase agreement governs the transfer of an entire operating business's assets, including goodwill, leases, IP, and employees, with full representations, warranties, and post-closing obligations. Use a bill of sale for a single-item or incidental transfer; use an asset purchase agreement for a going-concern acquisition.",{"vs":243,"vs_template_id":473,"summary":474},"D{LONG_FORM_ASSET_PURCHASE_ID}","A long-form asset purchase agreement adds exhaustive representations and warranties, materiality qualifiers, indemnification baskets and caps, detailed tax allocation mechanics, escrow arrangements, and post-closing covenants suitable for transactions over $500,000 or complex businesses with multiple locations. This short-form version covers the essential terms efficiently and is appropriate for straightforward small business asset sales where both parties are motivated and well-informed. When the transaction involves significant regulatory exposure, real property, or substantial employee transfers, the long-form is the safer choice.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Straightforward small business asset sales under $150,000 between known parties with no real property or employee complications","Free","1–2 hours to complete",{"best_for":481,"cost":482,"time":483},"Asset sales between $150,000 and $500,000, transactions involving leases, IP transfer, or a small number of employees","$600–$1,500 for a transactional lawyer review","2–5 business days",{"best_for":485,"cost":486,"time":487},"Complex acquisitions over $500,000, regulated industries, real property included, multiple jurisdictions, or significant assumed liabilities","$3,000–$15,000+","2–6 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","Purchase price allocation between asset classes must be reported consistently by both parties on IRS Form 8594 under Section 1060. Bulk sale notification requirements vary by state — check the Uniform Commercial Code Article 6 adoption status in the governing state. Non-compete clauses tied to a business asset sale are broadly enforceable in most states, with California being the primary exception (though California permits non-competes in connection with the sale of goodwill under Business and Professions Code Section 16601).",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Asset sales trigger GST/HST on taxable assets unless the transaction qualifies as a sale of a going concern under the Excise Tax Act, which allows both parties to jointly elect for zero-rated treatment. Each province has its own employment standards rules governing the treatment of employees in a business transfer — Ontario, BC, and Alberta each have different successor employer provisions. Quebec requires that all contracts used in a commercial transaction in the province be available in French.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) may apply when employees are transferred as part of a business asset sale, requiring the buyer to assume the transferred employees on their existing terms and conditions. VAT can typically be disapplied on a qualifying Transfer of a Going Concern (TOGC) if the conditions in HMRC's VAT Notice 700/9 are met. Stamp Duty Land Tax may apply if real property is included in the purchased assets.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","The EU Acquired Rights Directive (implemented nationally) imposes successor employer obligations similar to TUPE across member states when a business or part of a business is transferred, including in asset sale transactions where the economic entity retains its identity. VAT treatment of business asset transfers varies by member state, but most jurisdictions provide a transfer-of-going-concern exemption. GDPR compliance is mandatory when customer data or personal data is transferred as part of the purchased assets — a data transfer impact assessment and appropriate contractual clauses are typically required.",[510,261,254,257,247,511,512,513,514,515,516,517],"letter-of-intent-for-purchase-of-computer-equipment-D1148","general-non-compete-agreement-D882","assignment-of-contract-D939","checklist-customer-due-diligence-D13916","business-report-D12762","partnership-agreement-D12551","certificate-of-corporate-resolution-D3","indemnification-agreement-D13016",{"emit_how_to":206,"emit_defined_term":206},{"primary_folder":117,"secondary_folder":520,"document_type":521,"industry":522,"business_stage":523,"tags":524,"confidence":529},"equity-and-mergers","agreement","general","exit",[525,526,527,528],"m-and-a","asset-sale","purchase-agreement","business-transaction",0.95,"\u003Ch2>What is an Agreement of Purchase and Sale of Business Assets?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Purchase and Sale of Business Assets\u003C/strong> is a binding legal contract that transfers specified operating assets from a seller to a buyer for an agreed purchase price. Unlike a share purchase, which transfers ownership of an entire corporation — including its liabilities and legal history — an asset purchase allows the buyer to select exactly which assets it is acquiring: equipment, inventory, intellectual property, customer lists, trade names, and goodwill. Everything not expressly listed in the agreement stays with the seller, along with the liabilities attached to those assets. This short-form version is designed for straightforward small business transactions where both parties need a clean, enforceable written record without the complexity of a multi-hundred-page long-form agreement.\u003C/p>\n\u003Cp>The document creates mutual obligations: the seller must deliver the listed assets with clear title, free of undisclosed encumbrances; the buyer must pay the agreed price on the agreed terms. Representations and warranties from both parties give each side a basis for indemnification if a stated fact turns out to be false — for example, if the seller's equipment is encumbered by a lien that wasn't disclosed, or the buyer's financing falls through without cause.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a business asset transfer on a handshake — or on nothing more than an email thread and a deposit receipt — leaves both parties exposed to disputes that a properly drafted agreement would have prevented. Without a written asset list, post-closing arguments about which equipment, accounts, or contracts were included are common and expensive. Without an explicit excluded liabilities clause, successor liability doctrines in many US states and Canadian provinces allow the seller's creditors to pursue the buyer for pre-closing debts the buyer never agreed to assume. Without a signed non-compete, the seller can open a competing business across the street the day after closing, taking the goodwill the buyer just paid for.\u003C/p>\n\u003Cp>This template closes those gaps efficiently. It gives the buyer enforceable title to exactly what was negotiated, a written record of the seller's representations about asset condition and ownership, and post-closing protection against competition. It gives the seller a documented record of what was transferred and limits ongoing liability to only those obligations expressly assumed. For any asset transaction above a few thousand dollars, a signed agreement is not optional — it is the difference between a clean acquisition and a dispute that costs more to resolve than the deal was worth.\u003C/p>\n",1781186011599]