Asset Purchase Agreement (US)
Asset Purchase Agreement template for US-based startups and SMEs
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is entered into as of [effective date] (the "Effective Date") by and between [seller legal name], a [seller entity type] organized under the laws of [seller state of formation], with its principal place of business at [seller address] ("Seller"), and [buyer legal name], a [buyer entity type] organized under the laws of [buyer state of formation], with its principal place of business at [buyer address] ("Buyer"). Seller and Buyer are referred to individually as a "Party" and together as the "Parties".
RECITALS
WHEREAS, Seller is engaged in the business of [business description] (the "Business") and owns the Purchased Assets (defined below);
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Purchased Assets and to assume only the Assumed Liabilities, on the terms set out in this Agreement; and
WHEREAS, this Agreement is structured as an asset sale, not a stock or membership-interest sale.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Defined terms. Capitalized terms used in this Agreement have the meanings given to them in this Section 1, in Exhibit A (Key Commercial Terms), or in the Section in which they first appear.
Note: This template uses plain-English definitions inline rather than a long defined-terms schedule. If you need a separate defined-terms schedule, you can add one as an Exhibit.
1.2 "Purchased Assets" means the assets listed in Exhibit B, owned by Seller and used primarily in the Business.
1.3 "Excluded Assets" means the assets listed in Exhibit C, which Seller is retaining and not selling under this Agreement.
1.4 "Assumed Liabilities" means only the liabilities expressly listed in Exhibit D. All other liabilities of Seller are Excluded Liabilities.
1.5 "Excluded Liabilities" means all liabilities of Seller other than the Assumed Liabilities, including (a) any liability arising from Seller's ownership or operation of the Business before Closing; (b) Taxes of Seller, except as expressly stated in this Agreement; (c) liabilities to Seller's employees and contractors for periods before Closing; and (d) liabilities arising from any litigation, investigation, fine, or claim relating to periods before Closing.
1.6 "Material Contracts" means the contracts listed in Exhibit E.
1.7 "IP" means the intellectual property listed in Exhibit F, including registered and unregistered trademarks, copyrights, patents, domain names, and trade secrets used primarily in the Business.
1.8 "Permitted Liens" means the liens, security interests, and encumbrances listed in Exhibit G, plus liens for current Taxes not yet due and payable, statutory mechanics' or warehouse liens, and other minor encumbrances that do not materially impair the value or use of the affected Purchased Asset.
1.9 "Closing" means the completion of the purchase and sale of the Purchased Assets under this Agreement.
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California note
This version is drafted for California. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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