[{"data":1,"prerenderedAt":538},["ShallowReactive",2],{"document-asset-purchase-agreement-D928":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":36,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":537},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).",null,"Asset Purchase Agreement","37",259,"doc","https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Purchase & Sale Agreements","/templates/purchase-sale-agreement/","asset purchase agreement","Asset Purchase Agreement Template","https://templates.business-in-a-box.com/imgs/400px/928.png","https://templates.business-in-a-box.com/imgs/600px/928.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Equity & Mergers","/templates/equity-and-mergers/",[37,41,45,49,53,57,61,65,69,73,77,81,85,103,121,137,151,167],{"label":38,"url":39,"thumb":40,"extension":10},"Asset Purchase Agreement For a Garage","/template/asset-purchase-agreement-for-a-garage-D929","https://templates.business-in-a-box.com/imgs/250px/929.png",{"label":42,"url":43,"thumb":44,"extension":10},"Asset Purchase Agreement For a Retail Business","/template/asset-purchase-agreement-for-a-retail-business-D931","https://templates.business-in-a-box.com/imgs/250px/931.png",{"label":46,"url":47,"thumb":48,"extension":10},"Asset Purchase Agreement For a Telecom Business","/template/asset-purchase-agreement-for-a-telecom-business-D932","https://templates.business-in-a-box.com/imgs/250px/932.png",{"label":50,"url":51,"thumb":52,"extension":10},"Asset Purchase Agreement For a Real Estate Property","/template/asset-purchase-agreement-for-a-real-estate-property-D930","https://templates.business-in-a-box.com/imgs/250px/930.png",{"label":54,"url":55,"thumb":56,"extension":10},"Asset Purchase Agreement Simple","/template/asset-purchase-agreement-simple-D859","https://templates.business-in-a-box.com/imgs/250px/859.png",{"label":58,"url":59,"thumb":60,"extension":10},"Asset Purchase Agreement Retail Store","/template/asset-purchase-agreement-retail-store-D858","https://templates.business-in-a-box.com/imgs/250px/858.png",{"label":62,"url":63,"thumb":64,"extension":10},"Asset Sale and Purchase Agreement Film & Television","/template/asset-sale-and-purchase-agreement-film-television-D860","https://templates.business-in-a-box.com/imgs/250px/860.png",{"label":66,"url":67,"thumb":68,"extension":10},"Asset Transfer and Sale Agreement Brand","/template/asset-transfer-and-sale-agreement-brand-D861","https://templates.business-in-a-box.com/imgs/250px/861.png",{"label":70,"url":71,"thumb":72,"extension":10},"Contract Purchase Agreement_check Name","/template/contract-purchase-agreement_check-name-D12822","https://templates.business-in-a-box.com/imgs/250px/12822.png",{"label":74,"url":75,"thumb":76,"extension":10},"Rights Agreement","/template/rights-agreement-D13037","https://templates.business-in-a-box.com/imgs/250px/13037.png",{"label":78,"url":79,"thumb":80,"extension":10},"Performance Agreement","/template/performance-agreement-D14026","https://templates.business-in-a-box.com/imgs/250px/14026.png",{"label":82,"url":83,"thumb":84,"extension":10},"Equity Participation Plan","/template/equity-participation-plan-D13012","https://templates.business-in-a-box.com/imgs/250px/13012.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":101,"url":102},"STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR 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] RECITALS WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of the Company, a [STATE/PROVINCE] company, which Company has issued capital stock of [NUMBER] shares of [AMOUNT] par value common stock; and WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company's Stock aforementioned, it is hereby agreed as follows: PURCHASE AND SALE Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Company's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Company's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (\"Closing\"), shall be held at [ADDRESS], on [DATE], at [TIME], or such other place, date and time as the parties hereto may otherwise agree. AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit \"A\" attached hereto and made a part hereof. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby warrants and represents: Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of the [State/Province] of [STATE/PROVINCE] and has the corporate power and authority to carry on its business as it is now being conducted. Restrictions on Stock:","Stock Purchase Agreement","4",42,"https://templates.business-in-a-box.com/imgs/1000px/stock-purchase-agreement-D349.png","https://templates.business-in-a-box.com/imgs/250px/349.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#349.xml",{"title":6,"description":6},[95,98],{"label":96,"url":97},"Finance & Accounting","finance-accounting",{"label":99,"url":100},"Buy & Sell Shares","buy-sell-shares","stock purchase agreement","/template/stock-purchase-agreement-D349",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":119,"url":120},"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","1",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},[113,116],{"label":114,"url":115},"Sales & Marketing","sales-marketing",{"label":117,"url":118},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":131,"keywords":135,"url":136},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":130,"description":6},"letter of intent_acquisition of business",[132,134],{"label":17,"url":133},"business-legal-agreements",{"label":17,"url":133},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":138,"descriptionCustom":6,"label":139,"pages":124,"size":125,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"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","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":144,"description":6},"non disclosure agreement nda",[146,147],{"label":17,"url":133},{"label":148,"url":149},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":165,"url":166},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company 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 \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[161,162],{"label":17,"url":133},{"label":163,"url":164},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":168,"descriptionCustom":6,"label":169,"pages":106,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":178,"url":179},"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},[176,177],{"label":17,"url":133},{"label":17,"url":133},"general non compete agreement","/template/general-non-compete-agreement-D882",false,{"seo":182,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":257,"clauses":294,"how_to_fill":344,"common_mistakes":385,"faqs":410,"industries":441,"comparisons":466,"diy_vs_lawyer":480,"jurisdictions":493,"related_template_ids_curated":514,"schema":525,"classification":526},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186,"family":185,"is_canonical":180},"Asset Purchase Agreement Template (Free Word)","Download a comprehensive asset purchase agreement template to buy or sell business assets securely. Used in 190+ countries. Free Word and PDF download.","asset purchase agreement template",[22,187,188,189,190,191,192,193],"asset purchase agreement template word","asset purchase agreement free","business asset purchase agreement","asset sale agreement template","asset acquisition agreement","asset purchase contract template","buy sell agreement assets",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":180},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"An Asset Purchase Agreement is a legally binding contract between a buyer and a seller that governs the transfer of specific business assets — such as equipment, inventory, intellectual property, customer contracts, and goodwill — from one party to another. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF, covering every material term from asset schedules to closing conditions.\n","Use it when acquiring or divesting a business or a defined set of business assets, when a buyer wants to purchase operations without assuming the seller's liabilities, or when a company is selling a division, product line, or specific equipment portfolio as a going concern.\n","Identification of purchased and excluded assets, purchase price and payment mechanics, assumed and excluded liabilities, representations and warranties from both parties, closing conditions, indemnification obligations, and post-closing covenants including non-compete and transition services.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Business acquirers and buyers","Purchasing a competitor's operations or product line without inheriting its debts","persona-business-buyer",{"title":211,"use_case":212,"icon_asset_id":213},"Business owners selling a company","Transferring specific assets to a buyer while retaining the legal entity","persona-small-business-owner",{"title":215,"use_case":216,"icon_asset_id":217},"Private equity and M&A teams","Executing asset-based acquisitions with indemnification and escrow provisions","persona-investor",{"title":219,"use_case":220,"icon_asset_id":221},"Startup founders","Acquiring IP, software, or customer contracts from a distressed or pivoting company","persona-startup-founder",{"title":223,"use_case":224,"icon_asset_id":225},"Corporate attorneys and legal teams","Drafting or reviewing asset-level deal documents for corporate clients","persona-legal-counsel",{"title":227,"use_case":228,"icon_asset_id":229},"Commercial real estate and equipment sellers","Documenting the structured sale of machinery, vehicles, or physical assets alongside a business","persona-contractor",[231,234,238,242,246,249,253],{"situation":232,"recommended_template":87,"slug":233},"Buying an entire business including its legal entity and liabilities","stock-purchase-agreement-D349",{"situation":235,"recommended_template":236,"slug":237},"Acquiring specific equipment or machinery only","Equipment Purchase Agreement","equipment-purchase-agreement-D1146",{"situation":239,"recommended_template":240,"slug":241},"Purchasing intellectual property such as patents, trademarks, or software","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":243,"recommended_template":244,"slug":245},"Buying a commercial property as part of a business asset sale","Commercial Real Estate Purchase Agreement","real-estate-purchase-agreement-D13234",{"situation":247,"recommended_template":105,"slug":248},"Selling inventory or tangible goods in a one-time commercial transaction","bill-of-sale-D1229",{"situation":250,"recommended_template":251,"slug":252},"Transferring assets to a newly formed entity as part of a corporate restructuring","Asset Transfer Agreement","asset-transfer-and-sale-agreement-brand-D861",{"situation":254,"recommended_template":255,"slug":256},"Acquiring a business through a court-supervised insolvency or bankruptcy sale","363 Asset Purchase Agreement (Bankruptcy)","asset-purchase-agreement-D928",[258,261,264,267,270,273,276,279,282,285,288,291],{"term":259,"definition":260},"Purchased Assets","The specific assets explicitly listed in the agreement that the buyer agrees to acquire from the seller at closing.",{"term":262,"definition":263},"Excluded Assets","Assets owned by the seller that are expressly carved out of the transaction and retained by the seller after closing.",{"term":265,"definition":266},"Assumed Liabilities","Obligations of the seller that the buyer agrees to take on as part of the deal, such as specific vendor contracts or deferred revenue.",{"term":268,"definition":269},"Excluded Liabilities","All seller obligations not explicitly assumed by the buyer — a key advantage of an asset deal over a stock deal.",{"term":271,"definition":272},"Representations and Warranties","Factual statements made by each party about the assets, title, financial condition, and authority to sell — which, if false, can trigger indemnification claims.",{"term":274,"definition":275},"Indemnification","A contractual obligation by which one party agrees to compensate the other for losses arising from a breach of the agreement or a third-party claim.",{"term":277,"definition":278},"Closing Conditions","Specified events or approvals — such as regulatory clearance, third-party consents, or financing confirmation — that must occur before either party is obligated to complete the transaction.",{"term":280,"definition":281},"Escrow","A portion of the purchase price held by a neutral third party for a defined period after closing to cover potential indemnification claims.",{"term":283,"definition":284},"Non-Compete Covenant","A post-closing restriction preventing the seller from operating a competing business within a defined geography and time period.",{"term":286,"definition":287},"Successor Liability","The legal doctrine in certain jurisdictions that can hold a buyer responsible for the seller's pre-closing obligations, even in an asset deal — making excluded liabilities language critical.",{"term":289,"definition":290},"Bulk Sales Law","Legislation in some jurisdictions requiring notice to creditors before a business sells a substantial portion of its inventory or assets, designed to protect the seller's creditors.",{"term":292,"definition":293},"Purchase Price Adjustment","A mechanism — typically tied to working capital, inventory levels, or net asset value at closing — that adjusts the final price up or down based on actual versus target metrics at the closing date.",[295,300,305,310,315,320,325,330,334,339],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Recitals and definitions","Identifies the buyer and seller as legal entities, states the purpose of the agreement, and defines key capitalized terms used throughout the document.","This Asset Purchase Agreement ('Agreement') is entered into as of [DATE] by and between [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Buyer'). Capitalized terms have the meanings set forth in Section 1.","Using trade names instead of registered legal entity names. If the seller's legal entity differs from the operating brand, asset title may not transfer cleanly and third-party consent requirements can be missed.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Schedule of purchased assets","An exhaustive list of every asset being transferred — tangible (equipment, inventory, furniture) and intangible (IP, customer lists, contracts, domain names) — attached as a schedule to the agreement.","The Purchased Assets shall consist solely of the assets set forth on Schedule 1.1, including: (a) all equipment listed on Exhibit A; (b) all customer contracts listed on Exhibit B; (c) the intellectual property listed on Exhibit C; and (d) all goodwill associated with the Business.","Drafting the asset schedule as a category description rather than a specific enumerated list. Vague schedules lead to post-closing disputes over whether a particular asset was included or excluded.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Excluded assets","Expressly lists what the seller is keeping after closing — cash, certain receivables, insurance policies, tax refunds, corporate records, and any assets not on the purchased-assets schedule.","Notwithstanding anything to the contrary, the following assets are excluded from this transaction and shall remain the property of Seller: (a) all cash and cash equivalents; (b) accounts receivable arising prior to the Closing Date; (c) Seller's corporate minute books and tax records; and (d) the assets listed on Schedule 1.2.","Omitting a specific excluded-assets schedule and relying only on the purchased-assets list by implication. Courts in several jurisdictions require explicit exclusion language to defeat successor liability claims.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Purchase price and payment mechanics","States the total consideration, how it is paid (cash, note, equity, or earn-out), the allocation among asset classes for tax purposes, and any escrow holdback.","The aggregate purchase price for the Purchased Assets is [PURCHASE PRICE] USD, payable as follows: (a) [CASH AMOUNT] in immediately available funds at Closing; (b) [ESCROW AMOUNT] deposited into escrow pursuant to Section [X]; and (c) an earn-out of up to [EARN-OUT AMOUNT] calculated per Schedule 2.3.","Omitting a purchase price allocation schedule (required under IRC §1060 in the US). Without it, the IRS assigns allocations that typically favor the government — often resulting in higher ordinary income tax for the seller.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Assumed and excluded liabilities","Identifies the specific liabilities the buyer agrees to take on, and explicitly states that all other seller liabilities remain with the seller — the primary liability benefit of an asset deal.","Buyer assumes only the liabilities listed on Schedule 3.1 ('Assumed Liabilities'). Except as set forth in Schedule 3.1, Buyer does not assume, and Seller retains and shall remain solely responsible for, all other liabilities of Seller ('Excluded Liabilities'), including any liabilities arising prior to the Closing Date.","Using a broad catch-all to assume 'all liabilities related to the purchased assets.' This approach can unintentionally sweep in unknown pre-closing environmental, employment, or tax liabilities — eliminating the core advantage of structuring the deal as an asset purchase.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Representations and warranties","Statements of fact made by each party — seller warrants good title, no undisclosed liabilities, no pending litigation, and accuracy of financial information; buyer warrants authority to purchase and financing capacity.","Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to all Purchased Assets, free and clear of all liens; (b) no litigation is pending or threatened that would materially affect the Purchased Assets; (c) the Financial Statements fairly present the financial condition of the Business as of their respective dates.","Accepting seller reps that are qualified by 'to Seller's knowledge' without defining what constitutes knowledge. An undefined knowledge qualifier can make reps effectively unenforceable against a seller who claims ignorance.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Closing conditions","Sets out what must happen — or be confirmed as true — before either party is legally required to proceed with the closing, such as regulatory approvals, third-party consents, and absence of a material adverse change.","Buyer's obligation to close is conditioned upon: (a) all representations and warranties of Seller being true and correct in all material respects as of the Closing Date; (b) receipt of all required third-party consents listed on Schedule 5.1; (c) no Material Adverse Change having occurred since the date of this Agreement.","Failing to list required third-party consents — such as landlord consents, key customer contract assignments, or regulatory licenses — as closing conditions. Missing a required consent can make specific purchased assets untransferable at closing.",{"name":274,"plain_english":331,"sample_language":332,"common_mistake":333},"Defines each party's obligation to compensate the other for post-closing losses from breaches of reps, excluded liabilities, or third-party claims — including survival periods, caps, and deductibles.","Seller shall indemnify Buyer against losses arising from: (a) any breach of Seller's representations or warranties; (b) any Excluded Liability; (c) any claim by a third party arising from Seller's operation of the Business prior to the Closing Date. Seller's aggregate indemnification obligation shall not exceed [CAP AMOUNT], and no claim shall be made until aggregate losses exceed [DEDUCTIBLE AMOUNT].","Setting the indemnification cap at a fraction of the purchase price without tying it to a survival period. A short survival period (e.g., 12 months) combined with a low cap can effectively make reps and warranties meaningless for latent defects that surface later.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Non-compete and non-solicitation covenants","Restricts the seller from competing with the acquired business or soliciting its customers and employees for a defined period and geography after closing.","For [X] years following the Closing Date, Seller shall not, directly or indirectly, engage in any business that competes with the Business within [GEOGRAPHIC AREA], nor solicit any customer, supplier, or employee of the Business transferred to Buyer under this Agreement.","Using a non-compete drafted for an employment context rather than a business sale. Post-sale non-competes in M&A transactions are generally held to a higher standard of reasonableness and are more consistently enforced than employee non-competes — but must still be scoped to the actual business sold.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and whether disputes go to arbitration, mediation, or litigation — and where.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law state with no connection to where the assets are located or either party operates. Some states have mandatory rules — particularly for real property, employment, and environmental liabilities — that apply regardless of contractual choice-of-law provisions.",[345,350,355,360,365,370,375,380],{"step":346,"title":347,"description":348,"tip":349},1,"Identify and name the legal entities","Enter the full registered legal names of both buyer and seller — not trade names or DBAs. Confirm entity type (LLC, corporation, partnership) and the state or country of formation for each.","Pull the exact entity name from your state's corporate registry before execution — a name mismatch between the agreement and title documents can delay or void the asset transfer.",{"step":351,"title":352,"description":353,"tip":354},2,"Build the purchased-assets schedule","Create a comprehensive list of every asset being sold, organized by category: tangible personal property, real property interests, intellectual property, contracts, permits, inventory, and goodwill. Attach as numbered exhibits.","Walk through the seller's balance sheet line by line to ensure no asset is accidentally omitted — courts will not add assets to the schedule after execution.",{"step":356,"title":357,"description":358,"tip":359},3,"Draft the excluded-assets and excluded-liabilities lists","Explicitly name everything the seller is keeping — cash, pre-closing receivables, tax refunds, corporate records, and personal assets. List all liabilities not being assumed, including any contingent or disputed obligations.","In asset deals, silence is not exclusion. If an asset or liability is not explicitly addressed, courts in many jurisdictions will use extrinsic evidence to determine intent — which creates litigation risk.",{"step":361,"title":362,"description":363,"tip":364},4,"Set the purchase price and payment structure","State the total consideration and how it breaks down: cash at closing, seller note, earnout formula, and escrow holdback amount and release conditions. Attach a purchase price allocation schedule by asset class.","In the US, buyer and seller must file IRS Form 8594 with consistent purchase price allocations. Agree on the allocation in the contract itself to avoid a post-closing disagreement that triggers an IRS inquiry.",{"step":366,"title":367,"description":368,"tip":369},5,"Negotiate and draft representations and warranties","Seller's reps should cover title, absence of liens, no material litigation, accuracy of financials, and compliance with law. Define 'knowledge' precisely — e.g., 'the actual knowledge of [NAME] and [NAME] after reasonable inquiry.'","Buyers should request a disclosure schedule for each rep, requiring the seller to list all known exceptions. Undisclosed exceptions are breaches; disclosed ones are negotiated risk allocations.",{"step":371,"title":372,"description":373,"tip":374},6,"Define closing conditions and required consents","List every third-party consent needed — landlord, key customers, government licenses, and financing commitments. Each should be a condition to the buyer's obligation to close, with a termination right if not obtained by a specified outside date.","Identify consent requirements early in diligence, not at closing. Critical customer or landlord consents that surface late can kill a deal or force a price reduction.",{"step":376,"title":377,"description":378,"tip":379},7,"Set indemnification caps, deductibles, and survival periods","Negotiate a cap (typically 10–100% of purchase price depending on deal size and risk), a deductible or basket (often 0.5–1% of purchase price), and survival periods by rep category — fundamental reps often survive indefinitely; operational reps typically 18–36 months.","For deals over $2M, consider representations and warranties insurance as an alternative to a large escrow holdback — it transfers breach risk to an insurer and can speed up closing negotiations.",{"step":381,"title":382,"description":383,"tip":384},8,"Execute before transfer of any assets or payment","Both parties and any required guarantors must sign before any assets are transferred or any funds change hands. Use a closing checklist to confirm all exhibits are attached and all conditions are satisfied.","Date the agreement the same day all parties sign. Backdating creates enforceability risk and potential tax issues if the asset transfer date and agreement date are inconsistent.",[386,390,394,398,402,406],{"mistake":387,"why_it_matters":388,"fix":389},"Using a vague purchased-assets description instead of a specific schedule","Describing assets by category (e.g., 'all assets used in the business') invites post-closing disputes about whether specific assets were included — particularly IP, customer contracts, and permits.","Attach numbered exhibits listing every asset by description, serial number, or contract name. Have the seller sign each exhibit separately at closing to confirm completeness.",{"mistake":391,"why_it_matters":392,"fix":393},"Failing to address bulk sales notice requirements","Several US states and Canadian provinces require a seller to notify creditors before selling a substantial portion of inventory or assets. Skipping this step can allow the seller's creditors to void the transfer or pursue the buyer for the seller's debts.","Check whether bulk sales laws apply in the jurisdiction where the assets are located before signing. If required, provide the statutory notice period — typically 10–45 days — before closing.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting a purchase price allocation schedule","In the US, IRC §1060 requires buyer and seller to allocate the purchase price across seven asset classes and file consistent IRS Form 8594 returns. Inconsistent allocations trigger audits; missing ones invite the IRS to impose an unfavorable allocation.","Negotiate and attach a purchase price allocation schedule to the agreement itself, reflecting the agreed allocation by asset class. Both parties should confirm they will file Form 8594 consistently.",{"mistake":399,"why_it_matters":400,"fix":401},"Broadly assuming 'all liabilities related to purchased assets'","This language can sweep in pre-closing environmental contamination, product liability claims, employment disputes, and tax assessments — wiping out the primary liability benefit of structuring the deal as an asset purchase.","List assumed liabilities specifically by category and amount on a schedule. Include a clear statement that all other liabilities remain with the seller, with no exceptions by implication.",{"mistake":403,"why_it_matters":404,"fix":405},"Skipping third-party consent requirements in diligence","Key customer contracts, equipment leases, and licensed software often contain anti-assignment clauses. Without consent, the contract may terminate automatically on transfer — making the acquired business worth materially less than the purchase price.","Review every material contract for assignment restrictions during diligence. List all required consents as a closing condition with an outside date and a termination right if consents are not obtained.",{"mistake":407,"why_it_matters":408,"fix":409},"Setting a rep and warranty survival period shorter than the applicable statute of limitations","A 12-month survival period for reps covering tax compliance or environmental matters can leave the buyer without recourse for defects that surface after the window closes, even when the seller knew about them.","Differentiate survival periods by category: fundamental reps (title, authority, capitalization) should survive indefinitely or for the statutory period; operational reps typically 18–36 months; tax reps through the applicable statute of limitations plus 90 days.",[411,414,417,420,423,426,429,432,435,438],{"question":412,"answer":413},"What is an asset purchase agreement?","An asset purchase agreement is a binding contract in which a buyer acquires specific assets of a business from a seller rather than purchasing the seller's legal entity itself. It specifies exactly which assets transfer, which liabilities — if any — the buyer assumes, the purchase price and payment mechanics, and the representations and warranties each party makes about the transaction. The document governs the entire acquisition from signing through closing and post-closing obligations.\n",{"question":415,"answer":416},"What is the difference between an asset purchase and a stock purchase?","In an asset purchase, the buyer acquires named assets and assumes only specified liabilities — the seller's legal entity remains intact. In a stock purchase, the buyer acquires the seller's equity, inheriting the entire legal entity including all of its liabilities, contracts, permits, and obligations. Asset deals are generally preferred by buyers because they allow selective liability assumption and a stepped-up tax basis in acquired assets. Sellers often prefer stock deals for capital gains tax treatment and cleaner exit.\n",{"question":418,"answer":419},"What assets can be transferred in an asset purchase agreement?","Any business asset can be included: tangible property such as equipment, inventory, vehicles, and furniture; intangible property such as patents, trademarks, copyrights, trade secrets, domain names, and software; and contractual rights including customer contracts, supplier agreements, and real property leases. The agreement should explicitly schedule every asset being transferred. Assets not listed on the schedule are typically treated as excluded, so completeness matters.\n",{"question":421,"answer":422},"Does an asset purchase agreement transfer liabilities to the buyer?","Only the liabilities specifically listed as 'assumed liabilities' in the agreement transfer to the buyer. All other obligations remain with the seller. This is the primary reason buyers prefer asset deals — they can acquire operations without inheriting unknown or contingent liabilities such as pre-closing litigation, environmental cleanup obligations, or unpaid taxes. However, successor liability doctrines in some jurisdictions can impose certain seller obligations on the buyer regardless of contract language, particularly for product liability and tax claims.\n",{"question":424,"answer":425},"What is a purchase price allocation and why does it matter?","A purchase price allocation assigns the total consideration to specific asset classes — cash, inventory, fixed assets, IP, goodwill, and non-competes. In the US, IRC §1060 requires both buyer and seller to use the same allocation and report it on IRS Form 8594. The allocation directly affects how much of the gain is taxed as ordinary income versus capital gains for the seller, and determines the buyer's depreciation and amortization schedule. Failing to agree on the allocation in the contract often leads to inconsistent tax filings and IRS scrutiny.\n",{"question":427,"answer":428},"What representations and warranties should a seller provide?","At minimum, a seller should warrant: good and marketable title to all purchased assets free of liens; authority to enter the agreement without third-party consent (or disclosure of all required consents); accuracy of financial statements provided to the buyer; no pending or threatened material litigation; compliance with applicable laws; and no material adverse change in the business since the last reporting date. Each rep should be accompanied by a disclosure schedule listing known exceptions to avoid a post-closing breach claim.\n",{"question":430,"answer":431},"Do I need a lawyer for an asset purchase agreement?","For straightforward asset acquisitions — such as purchasing equipment or a small business with a simple asset set — a high-quality template reviewed by a lawyer is typically sufficient. Engage experienced M&A counsel for transactions involving significant IP, real property, regulated assets, earn-outs, or complex liability structures. Legal fees for a reviewed template engagement typically run $1,000–$3,000; a fully negotiated custom agreement for a mid-market deal runs $5,000–$25,000 or more.\n",{"question":433,"answer":434},"What is successor liability and how does an asset deal protect against it?","Successor liability is the legal doctrine under which a buyer of assets can be held responsible for the seller's pre-closing obligations — even when the agreement expressly excludes those liabilities. It typically arises in product liability, environmental, tax, and bulk sales contexts. An asset purchase agreement limits exposure through explicit excluded liabilities language, bulk sales compliance, environmental representations, and indemnification provisions — but buyers in higher-risk industries should conduct thorough due diligence and consider environmental and tax indemnities from the seller.\n",{"question":436,"answer":437},"What happens at closing in an asset purchase transaction?","At closing, the seller delivers executed asset transfer instruments — bills of sale, IP assignment agreements, lease assignments, and contract assignments — and the buyer delivers the closing payment. Both parties confirm that all closing conditions have been satisfied or waived, execute any ancillary agreements such as transition services or non-compete agreements, and the agreed escrow amount is funded. Physical or electronic transfer of assets and access credentials typically occurs simultaneously with payment.\n",{"question":439,"answer":440},"Can an asset purchase agreement include an earn-out provision?","Yes. An earn-out ties a portion of the purchase price to the future performance of the acquired business — typically revenue or EBITDA targets over 1–3 years post-closing. Earn-outs bridge valuation gaps when the buyer and seller disagree on the business's growth trajectory. They must be carefully drafted to define the metric, measurement period, calculation methodology, buyer's operating obligations during the earn-out period, and dispute resolution process — earn-out disputes are among the most heavily litigated provisions in M&A agreements.\n",[442,446,450,454,458,462],{"industry":443,"icon_asset_id":444,"specifics":445},"Technology / SaaS","industry-saas","IP schedules cover source code, data sets, API keys, and domain names; software license assignments require third-party consent; customer contracts often contain anti-assignment clauses requiring individual consent.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing","industry-manufacturing","Equipment schedules require serial numbers and maintenance records; environmental reps address soil and hazardous materials liability; UCC lien searches are essential to confirm clean title on machinery.",{"industry":451,"icon_asset_id":452,"specifics":453},"Retail / E-commerce","industry-retail","Inventory valuation at closing is a frequent price adjustment trigger; customer data transfers must comply with applicable privacy law; lease assignments for retail locations require landlord consent.",{"industry":455,"icon_asset_id":456,"specifics":457},"Healthcare","industry-healthtech","Medicare and Medicaid provider numbers do not transfer automatically and may require separate enrollment; HIPAA governs the transfer of patient records; state licensure for facilities must be addressed as a closing condition.",{"industry":459,"icon_asset_id":460,"specifics":461},"Professional Services","industry-professional-services","Client consent is often required before assignment of service contracts; non-solicitation of clients and staff is the most negotiated post-closing covenant; work-in-progress valuation is a common purchase price adjustment item.",{"industry":463,"icon_asset_id":464,"specifics":465},"Food & Beverage","industry-food-beverage","Liquor licenses and health permits are jurisdiction-specific and rarely assignable — new licenses must be applied for; inventory valuation at closing is perishables-sensitive; franchise agreements require franchisor approval of any asset transfer.",[467,470,473,477],{"vs":87,"vs_template_id":468,"summary":469},"stock-purchase-agreement-D13630","A stock purchase agreement transfers ownership of the seller's legal entity — including all assets and liabilities, known and unknown. An asset purchase agreement transfers only named assets and specified liabilities. Buyers generally prefer asset deals to avoid unknown liabilities; sellers often prefer stock deals for capital gains tax treatment. The right structure depends on the tax posture of both parties and the nature of the liabilities involved.",{"vs":105,"vs_template_id":471,"summary":472},"bill-of-sale-D1060","A bill of sale is a simple transfer document confirming that a specific item has been sold. It is appropriate for single-asset transactions such as a vehicle or piece of equipment. An asset purchase agreement governs the sale of multiple assets as part of a business, covering reps and warranties, assumed liabilities, closing conditions, and indemnification — none of which appear in a standard bill of sale.",{"vs":474,"vs_template_id":475,"summary":476},"Letter of Intent","letter-of-intent-D13","A letter of intent (LOI) is a non-binding document that summarizes the key deal terms — price, structure, and timeline — before the parties invest in full diligence and legal drafting. An asset purchase agreement is the binding definitive document that supersedes the LOI. The LOI should be signed first; the APA is negotiated and executed after diligence is complete.",{"vs":251,"vs_template_id":478,"summary":479},"D{ASSET_TRANSFER_ID}","An asset transfer agreement is typically used for intra-company or related-party transfers — moving assets between affiliated entities, subsidiaries, or partners — without a commercial sale component. An asset purchase agreement is a full commercial acquisition document with negotiated price, reps and warranties, and indemnification. Use an asset transfer agreement for restructuring; use an asset purchase agreement when there is a third-party buyer at arm's length.",{"use_template":481,"template_plus_review":485,"custom_drafted":489},{"best_for":482,"cost":483,"time":484},"Small asset acquisitions under $100K with a simple asset set and no significant IP, real property, or third-party consents","Free","1–3 hours",{"best_for":486,"cost":487,"time":488},"Transactions between $100K and $1M, involving multiple asset classes, customer contracts, or a seller non-compete","$1,000–$3,000","3–7 days",{"best_for":490,"cost":491,"time":492},"Deals over $1M, regulated industries (healthcare, financial services), significant IP portfolios, earn-outs, or multi-jurisdiction asset locations","$5,000–$25,000+","2–6 weeks",[494,499,504,509],{"code":495,"name":496,"flag_asset_id":497,"note":498},"us","United States","flag-us","IRC §1060 requires buyer and seller to allocate the purchase price across seven asset classes and file consistent Form 8594 returns — failure to agree in the contract invites IRS reallocation. Bulk sales laws remain active in several states (including California and Illinois) and require creditor notice before closing. Successor liability for environmental and product liability claims can attach in asset deals in certain circuits regardless of contractual exclusion, making thorough diligence essential.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"ca","Canada","flag-ca","Federal and provincial bulk sales legislation (now repealed in Ontario but still active in other provinces) may require creditor notification. GST/HST treatment of the asset sale depends on whether it qualifies as a 'sale of a business as a going concern' — if structured correctly, the transfer can be made on a tax-neutral basis. Quebec's civil law regime imposes different rules on asset transfers, including specific requirements for the transfer of hypothecs (security interests) and published notices.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"uk","United Kingdom","flag-uk","Under TUPE (Transfer of Undertakings Protection of Employment Regulations), employees associated with a transferred business automatically transfer to the buyer on their existing terms — this cannot be contracted out of and applies even in asset deals. VAT treatment may benefit from the Transfer of a Going Concern (TOGC) relief if conditions are met. Stamp Duty Land Tax applies to any real property included in the asset transfer and must be accounted for in the price.",{"code":510,"name":511,"flag_asset_id":512,"note":513},"eu","European Union","flag-eu","The EU's Acquired Rights Directive (implemented via national law in each member state) applies the equivalent of TUPE employee protections across the EU — employees transfer automatically with their existing terms. GDPR governs the transfer of customer, employee, and prospect data as part of the asset sale; a data protection impact assessment may be required. Competition law merger control filing thresholds vary by member state and at the EU level under the EU Merger Regulation — check whether the deal size triggers mandatory pre-closing notification.",[233,248,515,516,517,518,519,520,521,522,523,524],"letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","general-non-compete-agreement-D882","checklist-customer-due-diligence-D13916","transition-services-agreement-D13190","promissory-note-D434","escrow-agreement-D1173","business-continuity-policy-D13461","term-sheet-D473",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":133,"secondary_folder":527,"document_type":528,"industry":529,"business_stage":530,"tags":531,"confidence":536},"equity-and-mergers","agreement","general","exit",[532,533,534,530,535],"m-and-a","contract","legal","asset-purchase",0.95,"\u003Ch2>What is an Asset Purchase Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Asset Purchase Agreement\u003C/strong> is a legally binding contract between a buyer and a seller that governs the transfer of specific business assets — including tangible property such as equipment, inventory, and furniture, and intangible property such as intellectual property, customer contracts, and goodwill — in exchange for an agreed purchase price. Unlike a stock purchase, which transfers an entire legal entity along with all of its obligations, an asset purchase allows the buyer to acquire precisely what it wants while leaving designated liabilities with the seller. The agreement defines not just what transfers, but also what does not — making the schedules of purchased assets, excluded assets, and excluded liabilities as important as the core terms.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a business asset acquisition without a properly structured asset purchase agreement exposes both parties to serious, concrete risk. Buyers who rely on informal arrangements or simple bills of sale can inherit liabilities they never agreed to assume — including pre-closing tax assessments, environmental contamination, product liability claims, and employee disputes — under successor liability doctrines that courts apply regardless of informal intent. Sellers who transfer assets without an explicit agreement lose the ability to define what they are retaining, creating post-closing disputes over equipment, receivables, and intellectual property that can take years to resolve. Key commercial terms — representations and warranties, indemnification caps, earn-out mechanics, and non-compete covenants — have no default legal treatment and must be negotiated explicitly in writing to be enforceable. This template provides the complete framework for a defensible, closing-ready asset acquisition, structured so that attorneys can review and customize it efficiently rather than drafting from scratch.\u003C/p>\n",1781186040085]