[{"data":1,"prerenderedAt":538},["ShallowReactive",2],{"document-asset-purchase-agreement-simple-D859":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":181,"customdescription":6,"mdFm":182,"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":20},"ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Vendor\"), 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: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [SECOND PARTY NAME] (THE \"Purchaser\") has executed an offer to purchase [SPECIFY] for completion as of [DATE] (the \"Offer to Purchase\"); WHEREAS the Purchaser desires to purchase, and Vendor desires to sell, some assets, rights and interests as described in Schedule A hereof (the \"Purchased Assets\") in accordance with the terms, conditions and agreements hereinafter contained. NOW THEREFORE, the parties agree as follows: 1. SALE AND PURCHASE 1.1 Purchased Assets: Upon and subject to the terms and conditions hereof, the Vendor sells to the Purchaser and the Purchaser purchases from the Vendor, as of the Effective Date and conditional upon all liens existing on the Purchased Assets being released, all of the rights, titles, benefits and interests of the Vendor in the Purchased Assets. 1.2 Documentation: The Vendor shall promptly provide the Purchaser with all relevant technical documentation available to the Vendor regarding the Purchased Assets including, but not limited to, documentation that is necessary to operate the Purchased Assets. 1.3 Purchase Price: The purchase price payable by the Purchaser to the Vendor for the Purchased Assets is [AMOUNT] (the \"Purchase Price\"). For all purposes, including for income tax purposes, the parties agree to allocate the Purchase Price in accordance with the provisions of Schedule A. The Purchase Price shall be payable as follows: [AMOUNT], representing the Purchase Price less the amounts owing from Vendor to Purchaser ([SPECIFY]), payable by certified check as of the Effective Date. 1.4 Effective Date: The sale and purchase of the Purchased Assets shall be conditional upon the release of all existing third party liens on the Purchased Assets and shall be effective upon the date of such release (the \"Effective Date\") which shall be no later than [DATE], failing which this Agreement shall become null and void, the Purchase Price shall be returned to the Purchaser and the Purchased Assets shall be returned to the Vendor. In such a case, no party shall be entitled to any compensation other than the return of the Purchase Price and Purchased Assets. 1.5 Assumed Obligations: The Purchaser shall assume and agree to satisfy and discharge, as the same shall become due, all of the following (collectively, the \"Assumed Obligations\"): 1.5.1 All of Vendor's obligations under contracts of Vendor which are identified in Schedule 1.3 and assigned to the Purchaser as of the date hereof, including without limitation any warranty for work performed by the Vendor before the Effective Date. 1.5.2 The Purchaser will also assume and cover all expenses related to the completion of the projects described in Schedule 1.3 including without limitation fuel, employee costs and contributions, material, equipment rentals and repairs, utility and office expenses and project management. 1.6 Excluded Obligations: Except for the Assumed Obligations or as expressly provided herein, the Purchaser is not assuming any past, present and future indebtedness, liabilities, obligations, contracts and commitments of the Vendor, whether arising out of or resulting from the Purchased Assets. 1.7 Sales and Transfer Taxes: The Purchaser shall pay any and all federal, provincial or local taxes, in the nature of income, sale, use, transfer, gain, recording and any similar tax, fee or duty required to be paid in respect of the assignment or transfer to the Purchaser of the Purchased Assets and the filing and recording thereof, including without limitation tax on the Purchase Price. 2. REPRESENTATIONS AND WARRANTIES OF THE VENDOR The Vendor represents and warrants as at the date hereof to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with its purchase of the Purchased Assets. 2.1 Organization: The Vendor is a corporation duly incorporated and organized and validly subsisting under the laws of [STATE/PROVINCE] and has the corporate power to own its property and to enter into this Agreement and to perform its obligations hereunder. 2.2 Due Authorization: The execution of this Agreement has been duly authorized, executed and delivered by the Vendor and constitutes legal, valid and binding obligations of the Vendor, enforceable against the Vendor in accordance with its terms. 2.3 Title To The Assets: The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any encumbrances other than those encumbrances for which the Vendor is in the process to obtain all appropriate consents to the consummation of the transaction contemplated herein. 2.4 Residency: The Vendor is a resident of [COUNTRY] for the purposes of the Income Tax Act ([COUNTRY]). 2.5 As Is, Where Is: The Purchaser acknowledges that the Purchased Assets are purchased on an \"as is, where is\" basis, that it has inspected the Purchased Assets and is relying entirely on its own investigations and its inspections in proceeding with the transactions contemplated hereunder. Save and except only as may be provided in this Agreement, the Purchaser further acknowledges that there are no representations, warranties, terms, conditions, understandings or collateral agreements, expressed or implied, statutory or otherwise, with respect to the merchantability, condition, description, fitness for purpose or quality of the Purchased Assets or as to any other matter or thing",null,"Asset Purchase Agreement Simple","6",46,"doc","https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_simple-D859.png","https://templates.business-in-a-box.com/imgs/250px/859.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#859.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"asset purchase agreement simple","Asset Purchase Agreement Simple Template","https://templates.business-in-a-box.com/imgs/400px/859.png","https://templates.business-in-a-box.com/imgs/600px/859.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Equity & Mergers","/templates/equity-and-mergers/",[35,39,43,47,51,55,59,63,67,71,75,79,83,101,118,134,148,165],{"label":36,"url":37,"thumb":38,"extension":10},"Asset Purchase Agreement","/template/asset-purchase-agreement-D928","https://templates.business-in-a-box.com/imgs/250px/928.png",{"label":40,"url":41,"thumb":42,"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":44,"url":45,"thumb":46,"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":48,"url":49,"thumb":50,"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":52,"url":53,"thumb":54,"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":56,"url":57,"thumb":58,"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":60,"url":61,"thumb":62,"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":64,"url":65,"thumb":66,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"label":68,"url":69,"thumb":70,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":72,"url":73,"thumb":74,"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":76,"url":77,"thumb":78,"extension":10},"Simple Accounting Services Agreement","/template/simple-accounting-services-agreement-D13529","https://templates.business-in-a-box.com/imgs/250px/13529.png",{"label":80,"url":81,"thumb":82,"extension":10},"Land Purchase Agreement","/template/land-purchase-agreement-D13424","https://templates.business-in-a-box.com/imgs/250px/13424.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":99,"url":100},"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},[93,96],{"label":94,"url":95},"Finance & Accounting","finance-accounting",{"label":97,"url":98},"Buy & Sell Shares","buy-sell-shares","stock purchase agreement","/template/stock-purchase-agreement-D349",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":116,"url":117},"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},[111,113],{"label":17,"url":112},"business-legal-agreements",{"label":114,"url":115},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":133},"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",513,"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":127,"description":6},"non disclosure agreement nda",[129,130],{"label":17,"url":112},{"label":131,"url":132},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":138,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":143,"keywords":146,"url":147},"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","1",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},[144,145],{"label":17,"url":112},{"label":17,"url":112},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":149,"descriptionCustom":6,"label":150,"pages":137,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":163,"url":164},"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},[157,160],{"label":158,"url":159},"Sales & Marketing","sales-marketing",{"label":161,"url":162},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":166,"descriptionCustom":6,"label":167,"pages":86,"size":122,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":172,"url":180},"CHECKLIST CUSTOMER DUE DILIGENCE Customer Due Diligence (CDD) is a critical process to ensure compliance with regulatory standards and safeguard against financial crimes. This checklist outlines the essential steps for effective CDD, from initial customer contact to ongoing monitoring and record-keeping. Gathering Customer Information: Individual Customers Full Name: Date of Birth: Nationality: Residential Address: Mailing Address (if different): Contact Number: Email Address: Identification Type (e.g., Passport, Driver's License): Identification Number: Issuing Country/Authority: Expiry Date of Identification Document: Corporate Customers Company Name: Registration Number: Country of Incorporation: Registered Address: Business Address (if different): Nature of Business: Date of Incorporation: Contact Number: Email Address: Website (if any): Directors' Names and Details: Ultimate Beneficial Owners (UBOs) Names and Details: Shareholding Structure: Identity Verification: Verify Identity Documents Document Verification (type of document, number, expiration date) Biometric Verification (if applicable) Verify Address Utility Bill Bank Statement Lease Agreement Additional Verification (if needed): Biometric Authentication Passive Liveness Detection Risk Assessment: Customer Type (Individual/Business): Customer Segment (Retail/Corporate): Industry: Expected Account Activity (Transaction Types, Volumes, and Values): Source of Funds: Purpose of the Account: Geographical Risk (Customer's Country of Origin/Operation): Any High-Risk Indicators (e.g., PEP, sanctions, negative media): Risk Profile Determination (Low, Medium, High): Enhanced Due Diligence (EDD) for High-Risk Customers:","Checklist Customer Due Diligence","https://templates.business-in-a-box.com/imgs/1000px/checklist-customer-due-diligence-D13916.png","https://templates.business-in-a-box.com/imgs/250px/13916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13916.xml",{"title":172,"description":6},"checklist customer due diligence",[174,177],{"label":175,"url":176},"Business Plan Kit","business-plan-kit",{"label":178,"url":179},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",false,{"seo":183,"reviewer":197,"legal_disclaimer":196,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":260,"clauses":296,"how_to_fill":347,"common_mistakes":388,"faqs":413,"industries":441,"comparisons":466,"diy_vs_lawyer":479,"jurisdictions":492,"related_template_ids_curated":513,"schema":524,"classification":525},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187,"family":186,"is_canonical":196},"Simple Asset Purchase Agreement Template (Free Word)","Free simple asset purchase agreement template for buying or selling business assets. Covers purchase price, asset schedule, warranties, and closing. Free Word and PDF download.","asset purchase agreement template",[188,189,190,191,192,193,194,195],"simple asset purchase agreement template","asset purchase agreement template word","asset purchase agreement template free","business asset purchase agreement","asset sale agreement template","asset purchase contract template","small business asset purchase agreement","asset transfer agreement template",true,{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":202,"legal_review_recommended":196,"signature_required":196,"notarization_required":181},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Simple Asset Purchase Agreement is a legally binding contract between a buyer and a seller that transfers specific business assets — equipment, inventory, intellectual property, customer lists, or goodwill — from one party to another for an agreed purchase price. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for signature at closing.\n","Use it whenever a business buys or sells discrete assets rather than acquiring an entire company through a share transfer. Common triggers include buying equipment from a closing business, purchasing a client book or brand name, or acquiring a product line from a larger company.\n","Identification of parties and assets, purchase price and payment terms, representations and warranties from both sides, assumed and excluded liabilities, conditions to closing, and post-closing obligations including transfer of title and non-compete restrictions.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Small business buyers","Purchasing equipment, inventory, or a customer list from a closing competitor","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Business sellers","Transferring specific assets to a buyer while retaining the legal entity","persona-entrepreneur",{"title":217,"use_case":218,"icon_asset_id":219},"Startup founders","Acquiring IP, domain names, or software assets from another company","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"Private equity and M&A professionals","Structuring a carve-out acquisition of a product line or division","persona-investor",{"title":225,"use_case":226,"icon_asset_id":227},"Franchise operators","Buying assets from an outgoing franchisee when taking over a location","persona-franchise-applicant",{"title":229,"use_case":230,"icon_asset_id":231},"Attorneys and business brokers","Providing clients with a clean starting template for straightforward asset deals","persona-legal-counsel",[233,237,241,245,249,253,257],{"situation":234,"recommended_template":235,"slug":236},"Buying or selling an entire company including all liabilities","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":238,"recommended_template":239,"slug":240},"Acquiring a small business with goodwill and operating contracts","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":242,"recommended_template":243,"slug":244},"Transferring a single piece of equipment between businesses","Equipment Purchase Agreement","equipment-purchase-agreement-D1146",{"situation":246,"recommended_template":247,"slug":248},"Selling intellectual property separately from physical assets","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":250,"recommended_template":251,"slug":252},"Purchasing real estate as part of a business acquisition","Real Estate Purchase Agreement","real-estate-purchase-agreement-D13234",{"situation":254,"recommended_template":255,"slug":256},"Acquiring assets through an insolvency or bankruptcy proceeding","Asset Purchase Agreement (Distressed Sale)","asset-purchase-agreement-D928",{"situation":258,"recommended_template":259,"slug":256},"Buying assets with seller financing rather than a lump-sum payment","Asset Purchase Agreement with Promissory Note",[261,264,267,270,273,276,279,282,285,287,290,293],{"term":262,"definition":263},"Purchased Assets","The specific assets listed in the agreement's schedule that the buyer agrees to acquire — everything not listed is excluded.",{"term":265,"definition":266},"Excluded Assets","Assets the seller explicitly retains and does not transfer to the buyer, such as cash, accounts receivable, or personal property.",{"term":268,"definition":269},"Assumed Liabilities","Specific obligations of the seller that the buyer agrees to take on at closing, such as a supplier contract or equipment lease.",{"term":271,"definition":272},"Excluded Liabilities","Obligations that remain with the seller after closing — in a simple asset deal, the buyer typically assumes none of the seller's liabilities by default.",{"term":274,"definition":275},"Representations and Warranties","Factual statements each party makes about itself and the assets — for example, that the seller has clear title and the assets are free of undisclosed liens.",{"term":277,"definition":278},"Closing","The date on which the transfer of assets and the payment of the purchase price occur simultaneously, completing the transaction.",{"term":280,"definition":281},"Goodwill","The intangible value of a business beyond its physical assets — brand reputation, customer relationships, and market position — which may be included in or excluded from the purchased assets.",{"term":283,"definition":284},"Indemnification","A contractual obligation by one party to compensate the other for losses, damages, or claims arising from a breach of representations or undisclosed liabilities.",{"term":150,"definition":286},"A separate document delivered at closing that formally transfers title to tangible personal property from seller to buyer.",{"term":288,"definition":289},"Non-Compete Clause","A post-closing restriction preventing the seller from competing with the transferred business assets within a defined geography and time period.",{"term":291,"definition":292},"Purchase Price Allocation","The assignment of the total purchase price across individual asset categories — required by tax authorities in most jurisdictions and binding on both parties for tax reporting.",{"term":294,"definition":295},"Lien","A creditor's legal claim against an asset that must be discharged or released before the seller can transfer clear title to the buyer.",[297,302,307,312,317,322,327,332,337,342],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Parties and recitals","Identifies the buyer and seller as legal entities and states the purpose of the agreement — that the seller wishes to sell and the buyer wishes to purchase the specified assets.","This Asset Purchase Agreement ('Agreement') is entered into 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 or individual names instead of the registered legal entity name. If the named party does not match title records, the transfer may be legally defective and require costly correction.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Schedule of purchased assets","A detailed list — typically in an attached schedule — of every asset being transferred, including descriptions, serial numbers, quantities, and any identifying information.","Seller agrees to sell, transfer, and convey to Buyer, free and clear of all liens and encumbrances, the assets listed in Schedule A attached hereto and incorporated by reference ('Purchased Assets').","Using vague categories like 'all business equipment' instead of itemized descriptions. Ambiguous schedules generate post-closing disputes over what was and was not included in the deal.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Excluded assets","Explicitly lists what the seller is NOT transferring — cash, bank accounts, accounts receivable, personal property, and any assets not on the schedule.","Notwithstanding anything to the contrary, the Purchased Assets shall not include: (a) cash and cash equivalents; (b) accounts receivable outstanding as of the Closing Date; (c) [LIST SPECIFIC EXCLUDED ITEMS] ('Excluded Assets').","Omitting the excluded assets clause entirely. Without it, a buyer can argue that general language conveyed more than intended, and a seller may face claims over assets they believed they retained.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Purchase price and payment terms","States the total consideration, how it will be paid (lump sum, installments, or seller financing), the currency, and any adjustments or holdbacks at closing.","The aggregate purchase price for the Purchased Assets shall be [CURRENCY] $[AMOUNT] ('Purchase Price'), payable by wire transfer of immediately available funds to Seller's account on the Closing Date. [OR: payable as follows: $[DEPOSIT] on execution; $[BALANCE] at Closing.]","Failing to specify the currency for cross-border transactions. USD and CAD, or GBP and EUR, cause significant disputes when the rate fluctuates between signing and closing.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Representations and warranties of the seller","The seller's factual assurances about the assets — that it owns them, they are free of undisclosed liens, no litigation is pending, and the financial information provided is accurate.","Seller represents and warrants to Buyer that: (a) Seller has full legal authority to sell the Purchased Assets; (b) Seller has good and marketable title to the Purchased Assets, free and clear of all liens, claims, and encumbrances; (c) no litigation or governmental proceeding is pending or threatened that would materially affect the Purchased Assets.","Accepting bare-minimum 'as-is' warranty language without requiring disclosure of known defects. Courts in most jurisdictions will enforce 'as-is' clauses, leaving the buyer with no recourse for undisclosed problems the seller knew about.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Assumed and excluded liabilities","Clearly states which of the seller's obligations the buyer agrees to inherit — and expressly states that all other liabilities remain with the seller.","Buyer shall assume only the liabilities listed in Schedule B ('Assumed Liabilities'). Buyer shall not assume or be responsible for any other obligations, debts, or liabilities of Seller, whether known or unknown, contingent or otherwise ('Excluded Liabilities').","No express exclusion of liabilities. In several jurisdictions, courts apply 'successor liability' doctrine and may hold a buyer responsible for the seller's pre-closing obligations — especially tax debts and employee claims — if the agreement is silent.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Conditions to closing","Lists what each party must do or deliver before the transaction can close — board approvals, third-party consents, lien releases, regulatory clearances, and delivery of transfer documents.","The obligations of each party to consummate the transactions at Closing are conditioned on: (a) the representations and warranties of the other party being true and correct in all material respects; (b) delivery of all required consents and approvals; (c) no material adverse change in the Purchased Assets since the date of this Agreement.","Omitting third-party consent requirements for assigned contracts or leases. Many commercial agreements prohibit assignment without consent — transferring them without it voids the underlying contract and can expose the buyer to breach claims.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Closing mechanics and deliverables","Specifies the closing date, location or method (in-person or remote), and the specific documents each party delivers — bill of sale, assignment agreements, officer certificates, and wire transfer confirmation.","The closing shall occur on [DATE] ('Closing Date') at [LOCATION / via electronic exchange]. At Closing, Seller shall deliver: (a) a Bill of Sale for all tangible Purchased Assets; (b) an Assignment and Assumption Agreement for each assigned contract; (c) a certificate of an authorized officer confirming satisfaction of closing conditions.","Agreeing to a closing date without confirming all consents and lien releases will be ready by that date. A missed closing date can trigger termination rights and deposit-forfeiture provisions.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Non-compete and non-solicitation","Restricts the seller from directly competing with the transferred business assets or soliciting transferred customers and employees for a defined period and geography after closing.","For [24] months following the Closing Date, Seller shall not, directly or indirectly, (a) operate or invest in a Competing Business within [GEOGRAPHIC AREA], or (b) solicit any customer, supplier, or employee transferred to Buyer as part of this transaction.","Using an overly broad geographic scope or duration relative to the size of the deal. Courts routinely invalidate disproportionate restrictions — if the clause is struck down entirely, the buyer receives no competitive protection on the goodwill it paid for.",{"name":343,"plain_english":344,"sample_language":345,"common_mistake":346},"Indemnification and survival","Each party agrees to compensate the other for losses caused by a breach of representations, warranties, or covenants — and specifies how long after closing those obligations survive.","Seller shall indemnify, defend, and hold harmless Buyer from any losses arising from: (a) any breach of Seller's representations or warranties; (b) any Excluded Liability. Representations and warranties shall survive Closing for a period of [24] months, except that tax representations shall survive for the applicable statute of limitations.","No survival period specified, or a survival period shorter than the applicable statute of limitations for tax or employment claims. Unspecified survival periods default to state law — often longer than either party intended.",[348,353,358,363,368,373,378,383],{"step":349,"title":350,"description":351,"tip":352},1,"Identify the parties with their full legal entity names","Enter the seller's and buyer's registered legal names, entity types (LLC, corporation, sole proprietorship), and states or provinces of organization. Confirm names against corporate registry filings before signing.","Request a certificate of good standing from the seller's state of organization to verify the entity is active and in good standing before you proceed.",{"step":354,"title":355,"description":356,"tip":357},2,"Build a detailed schedule of purchased assets","List every asset being transferred in Schedule A with descriptions specific enough to identify each item — serial numbers for equipment, registration numbers for vehicles, title numbers for IP, and SKU lists for inventory.","Conduct a physical walkthrough of all tangible assets before drafting the schedule. Items discovered post-closing that were assumed to be included but aren't listed cause the most common post-deal disputes.",{"step":359,"title":360,"description":361,"tip":362},3,"Define excluded assets and liabilities explicitly","List in the body of the agreement every asset the seller retains and every liability the buyer is not assuming. Be specific — generic language like 'all pre-closing liabilities are excluded' is a starting point but courts look for express itemization.","Run a UCC lien search and tax clearance check on the seller before closing to surface any undisclosed security interests or tax liens against the assets.",{"step":364,"title":365,"description":366,"tip":367},4,"Set the purchase price, currency, and payment mechanics","Enter the total price, the currency, the payment method (wire transfer is standard), the account details, and any deposit or holdback structure. If payment is in installments, attach a schedule with dates and amounts.","For transactions above $100,000, include a purchase price allocation among asset categories — it is required by the IRS (Form 8594) and CRA for tax reporting and creates clarity on depreciation treatment.",{"step":369,"title":370,"description":371,"tip":372},5,"Negotiate and complete the representations and warranties","Review each seller warranty against the due diligence findings. Where the seller cannot make a full warranty — for example, if there is a known pending dispute — negotiate a specific disclosure rather than deleting the warranty entirely.","A disclosure schedule attached to the warranty section is cleaner than negotiating blanket carve-outs. It preserves the warranty framework while accurately capturing known exceptions.",{"step":374,"title":375,"description":376,"tip":377},6,"Identify contracts and consents required for assignment","Review every contract, lease, or license associated with the purchased assets and confirm whether it can be assigned without consent. List those requiring consent as conditions to closing.","Contact counterparties for consent early — waiting until the week of closing frequently delays or derails transactions when a landlord or software licensor does not respond in time.",{"step":379,"title":380,"description":381,"tip":382},7,"Calibrate the non-compete scope to the deal","Set the geographic area to match where the seller's business actually operated and the duration to match the value of the goodwill transferred — 12 to 24 months is the typical range for small business asset deals.","In California, Minnesota, and several EU jurisdictions, post-sale non-competes are enforceable only if the seller received genuine consideration for the goodwill. Tie the non-compete consideration to a specific dollar amount in the price allocation.",{"step":384,"title":385,"description":386,"tip":387},8,"Set closing conditions, date, and deliverable checklist","Enter the target closing date and list every document each party must deliver — bill of sale, assignment agreements, officer certificate, wire confirmation, and any regulatory approvals. Confirm each item can realistically be ready by the closing date.","Use a closing checklist as a separate exhibit. It keeps both parties accountable and provides a clear record of what was delivered if a post-closing dispute arises.",[389,393,397,401,405,409],{"mistake":390,"why_it_matters":391,"fix":392},"Vague or incomplete asset schedule","An asset schedule that says 'all furniture and equipment' without itemization makes it impossible to determine what was transferred when a dispute arises post-closing. Courts cannot enforce what they cannot identify.","Attach a line-by-line Schedule A with descriptions, serial numbers, and locations for every tangible asset. For IP, list registration numbers or filing references.",{"mistake":394,"why_it_matters":395,"fix":396},"No express exclusion of pre-closing liabilities","In asset deals, successor liability doctrine can make a buyer responsible for the seller's tax debts, employee claims, and environmental liabilities if the agreement does not clearly exclude them.","Include an explicit excluded liabilities clause listing every category of obligation that remains with the seller, including pre-closing taxes, employee benefits, and any known contingent claims.",{"mistake":398,"why_it_matters":399,"fix":400},"Transferring contracts without obtaining third-party consent","Most commercial agreements — leases, software licenses, supplier contracts — prohibit assignment without counterparty consent. Transferring them without it voids the contract and may expose the buyer to immediate breach claims.","Audit all contracts tied to the purchased assets before signing, identify which require consent, and make those consents a condition to closing rather than an afterthought.",{"mistake":402,"why_it_matters":403,"fix":404},"Signing without a UCC lien and tax clearance search","A buyer who acquires assets subject to an undisclosed security interest takes them subject to the creditor's lien — meaning the lender can repossess the assets even from the new owner.","Run a UCC search in every state or province where the assets are located and request a tax clearance certificate from the relevant authority before releasing funds at closing.",{"mistake":406,"why_it_matters":407,"fix":408},"Omitting purchase price allocation","The IRS and CRA require both parties to file consistent purchase price allocation reports. If the agreement is silent, each party may report differently, triggering audit flags and penalties for both.","Attach a Schedule of Purchase Price Allocation that assigns the total price across asset categories — tangible property, inventory, goodwill, non-compete, and covenant not to compete — and require both parties to file consistent tax returns.",{"mistake":410,"why_it_matters":411,"fix":412},"Non-compete clause with disproportionate scope","A non-compete that covers the entire country for five years on a deal involving a single-city business is routinely struck down as unreasonable, leaving the buyer with no competitive protection on the goodwill it paid for.","Limit the non-compete to the geographic market where the seller's business actually operated and a duration proportionate to the goodwill premium paid — typically 18–24 months for small and mid-market deals.",[414,417,420,423,426,429,432,435,438],{"question":415,"answer":416},"What is an asset purchase agreement?","An asset purchase agreement is a legally binding contract in which a seller transfers specific business assets — equipment, inventory, intellectual property, customer lists, or goodwill — to a buyer for an agreed purchase price. Unlike a share purchase, the buyer acquires only the listed assets and does not inherit the seller's corporate entity or, by default, its liabilities. It is one of the two primary structures used in business acquisitions.\n",{"question":418,"answer":419},"What is the difference between an asset purchase and a share purchase?","In a share purchase, the buyer acquires the entire legal entity — all assets and all liabilities, known and unknown. In an asset purchase, the buyer selects which assets to acquire and which liabilities to assume, leaving everything else with the seller. Buyers generally prefer asset deals for the liability protection; sellers often prefer share deals for the simpler tax treatment. The structure also affects how the purchase price is allocated for tax purposes.\n",{"question":421,"answer":422},"What assets can be transferred in an asset purchase agreement?","Virtually any business asset can be transferred: tangible assets such as equipment, vehicles, furniture, and inventory; intangible assets such as trademarks, patents, copyrights, domain names, and software; and contract rights such as customer agreements, supplier contracts, and leases — provided any required third-party consents are obtained. Cash and accounts receivable are typically excluded unless specifically included in the schedule.\n",{"question":424,"answer":425},"Does a buyer assume the seller's debts in an asset purchase?","Only the liabilities expressly listed as assumed liabilities in the agreement. All other seller obligations remain with the seller. However, buyers should be aware that successor liability doctrine in some jurisdictions — particularly for tax debts, environmental liabilities, and certain employee claims — can attach to the buyer regardless of contractual exclusion. A UCC lien search and tax clearance certificate before closing are essential protections.\n",{"question":427,"answer":428},"Is an asset purchase agreement legally required?","No statute requires a formal written agreement for most private asset sales, but proceeding without one is extremely risky. Without a written contract, the parties have no enforceable record of which assets were transferred, which liabilities were assumed, what warranties were made, or what post-closing obligations apply. For any transaction involving more than nominal value, a signed written agreement is the minimum prudent standard.\n",{"question":430,"answer":431},"What is purchase price allocation and why does it matter?","Purchase price allocation assigns the total deal price across categories of acquired assets — tangible property, inventory, customer lists, goodwill, and non-compete covenants. In the US, both buyer and seller must file IRS Form 8594 using consistent allocations. In Canada, CRA requires a similar disclosure. Mismatched allocations trigger audit flags. The allocation also determines the buyer's tax basis in each asset class, which affects future depreciation and amortization deductions.\n",{"question":433,"answer":434},"Do I need a lawyer to draft an asset purchase agreement?","For straightforward transactions involving only physical assets between domestic parties, a high-quality template is a solid starting point. Legal review is strongly recommended when the deal involves IP, assigned contracts, seller financing, cross-border parties, regulatory approvals, or any transaction above approximately $50,000. The cost of a transactional attorney review ($500–$2,000) is typically a small fraction of the risk exposure on a mishandled asset deal.\n",{"question":436,"answer":437},"What happens at closing in an asset purchase?","At closing, the buyer delivers the purchase price (typically by wire transfer) and the seller delivers a bill of sale for tangible assets, assignment agreements for contracts and IP, and any regulatory transfer filings. Both parties sign officer certificates confirming their representations remain true. The transaction is complete when funds and documents are exchanged — or, for remote closings, when all counterparts are received and the wire is confirmed.\n",{"question":439,"answer":440},"How long should a non-compete last in an asset purchase agreement?","For small and mid-market deals, 18 to 24 months is the most commonly enforced range. Courts assess reasonableness based on the geographic scope, the industry, and the value of the goodwill transferred relative to the restriction. Periods beyond three years face increasing enforceability risk. California is a notable exception — post-sale non-competes are generally enforceable only when the seller sold a substantial ownership interest in the business.\n",[442,446,450,454,458,462],{"industry":443,"icon_asset_id":444,"specifics":445},"Retail and e-commerce","industry-retail","Inventory valuation method, domain and brand name transfer, e-commerce platform account assignment, and customer data transfer compliance under applicable privacy laws.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional services","industry-professional-services","Client list and book-of-business transfer, non-solicitation of transferred clients, and assignment of any software or subscription licenses used to deliver services.",{"industry":451,"icon_asset_id":452,"specifics":453},"Manufacturing","industry-manufacturing","Equipment serial numbers and maintenance records, environmental compliance representations, supplier contract assignments, and UCC lien releases on capital equipment.",{"industry":455,"icon_asset_id":456,"specifics":457},"Technology / SaaS","industry-saas","IP assignment for software code, patents, and trademarks; data processing agreement transitions for customer data; and open-source license compliance representations.",{"industry":459,"icon_asset_id":460,"specifics":461},"Food and beverage","industry-food-beverage","Health permits and liquor license transfer (often requiring separate regulatory approval), equipment sanitation records, and supplier contract assignment with third-party consent.",{"industry":463,"icon_asset_id":464,"specifics":465},"Healthcare","industry-healthtech","HIPAA-compliant patient record transfer protocols, medical equipment certification and maintenance history, and regulatory license transfer with applicable state or provincial health authority approval.",[467,470,473,476],{"vs":235,"vs_template_id":468,"summary":469},"stock-purchase-agreement-D12833","A share purchase agreement transfers the entire legal entity — all assets and all liabilities automatically transfer with the shares. An asset purchase agreement transfers only the listed assets, giving the buyer control over which liabilities it assumes. Buyers typically prefer asset deals for liability protection; sellers prefer share deals for capital gains tax treatment on the entity's adjusted cost base.",{"vs":239,"vs_template_id":471,"summary":472},"business-purchase-agreement-D13052","A business purchase agreement is a broader document designed for the acquisition of an entire operating business as a going concern — including goodwill, all operating contracts, and often employees. A simple asset purchase agreement is more targeted, transferring specific listed assets only. Use the business purchase agreement when continuity of operations is essential and the deal involves multiple contract assignments and a workforce transfer.",{"vs":150,"vs_template_id":474,"summary":475},"D{BILL_OF_SALE_ID}","A bill of sale is a short document that evidences the transfer of title to a specific tangible item at a single point in time. An asset purchase agreement governs the full transaction — representations, warranties, closing conditions, liabilities, and post-closing obligations — and the bill of sale is typically a closing deliverable within it. For any multi-asset or complex transaction, a bill of sale alone provides dangerously thin legal protection.",{"vs":247,"vs_template_id":477,"summary":478},"intellectual-property-assignment-agreement-D13483","An IP assignment agreement transfers ownership of specific intellectual property rights — patents, trademarks, copyrights, or trade secrets — and nothing else. An asset purchase agreement can include IP as one category among many purchased assets, or can reference a separate IP assignment as a closing deliverable. Use a standalone IP assignment when intellectual property is the only asset being transferred.",{"use_template":480,"template_plus_review":484,"custom_drafted":488},{"best_for":481,"cost":482,"time":483},"Asset sales under $50,000 involving only tangible personal property between domestic parties with no assigned contracts","Free","30–60 minutes",{"best_for":485,"cost":486,"time":487},"Transactions involving IP, assigned contracts, seller financing, or any deal between $50,000 and $500,000","$500–$2,000 for transactional attorney review","2–5 business days",{"best_for":489,"cost":490,"time":491},"Complex deals above $500,000, cross-border transactions, regulated asset categories, or deals with earn-outs and escrow structures","$3,000–$15,000+","2–6 weeks",[493,498,503,508],{"code":494,"name":495,"flag_asset_id":496,"note":497},"us","United States","flag-us","Buyers must file IRS Form 8594 (Asset Acquisition Statement) to report purchase price allocation; the seller must file a matching form. UCC Article 2 governs the sale of goods, and UCC Article 9 governs security interests in personal property — a lien search in every state where assets are located is essential before closing. Bulk sales laws, which historically required notice to creditors, have been repealed in most states but remain active in a few, including California.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"ca","Canada","flag-ca","Both buyer and seller must report the transaction to the CRA using consistent purchase price allocations under section 68 of the Income Tax Act. HST or GST may apply to the sale of business assets unless the transaction qualifies as a 'sale of a business as a going concern' under the Excise Tax Act, in which case the parties can jointly elect to exempt it. Quebec asset sales require French-language documents for provincially regulated businesses and must comply with the Act Respecting the Legal Publicity of Enterprises.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"uk","United Kingdom","flag-uk","TUPE (Transfer of Undertakings Protection of Employment Regulations 2006) may automatically transfer employees to the buyer if the asset deal constitutes a 'relevant transfer' of an economic entity — the buyer should assess this risk early. VAT is chargeable on business asset sales unless the Transfer of a Going Concern (TOGC) exemption applies. Stamp Duty Land Tax (SDLT) applies to any real property transferred as part of the asset deal.",{"code":509,"name":510,"flag_asset_id":511,"note":512},"eu","European Union","flag-eu","The EU Business Transfer Directive (2001/23/EC) — implemented through national law in each member state — may require automatic transfer of employees and associated employment rights when assets constitute a going concern. GDPR governs the transfer of any customer or employee personal data as part of the purchased assets; a Data Processing Agreement and appropriate transfer mechanisms are required. VAT treatment varies by member state, though most jurisdictions provide a going-concern exemption similar in effect to the UK TOGC.",[514,240,515,516,517,518,519,520,252,521,522,523],"stock-purchase-agreement-D349","intellectual-property-assignment-D5229","non-disclosure-agreement-nda-D12692","general-non-compete-agreement-D882","bill-of-sale-D1229","checklist-customer-due-diligence-D13916","letter-of-intent_acquisition-of-business-D5197","promissory-note-D434","indemnification-agreement-D13016","company-is-closing-letter-to-clients-D12725",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":112,"secondary_folder":526,"document_type":527,"industry":528,"business_stage":529,"tags":530,"confidence":536},"equity-and-mergers","agreement","general","exit",[531,532,533,534,535],"m-and-a","seller","buyer","legal","asset-purchase-agreement",0.95,"\u003Ch2>What is a Simple Asset Purchase Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Simple Asset Purchase Agreement\u003C/strong> is a legally binding contract in which a seller transfers specified business assets — equipment, inventory, intellectual property, customer lists, or goodwill — to a buyer for an agreed purchase price. Unlike a share purchase, where the buyer acquires the entire corporate entity along with all of its obligations, an asset purchase allows the buyer to select exactly which assets to acquire and to expressly exclude the seller's pre-existing liabilities. The agreement defines the scope of the transfer through a detailed asset schedule, allocates the purchase price across asset categories for tax purposes, and sets the representations, warranties, and post-closing obligations that govern the relationship between the parties after the deal closes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a business asset transfer without a signed written agreement exposes both parties to serious and concrete risks. Without an asset schedule, post-closing disputes about what was and was not included are nearly impossible to resolve — courts cannot enforce what was never defined. Without an express exclusion of liabilities, successor liability doctrine in many jurisdictions can make the buyer responsible for the seller's tax debts, employment claims, or environmental obligations regardless of the parties' intentions. Without representations and warranties, a buyer who discovers undisclosed liens, title defects, or misrepresented financials after closing has no contractual basis for recovery. A properly executed asset purchase agreement — signed before funds change hands — closes all of these gaps, creates a clear record for tax reporting, and gives both parties an enforceable framework if anything goes wrong after the deal is done. This template gives you a professional, attorney-reviewed starting point that covers every essential clause, so you spend your time on the deal itself rather than building the document from scratch.\u003C/p>\n",1781186037390]