Free Asset Purchase Agreement Template

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is made on [DATE] between [SELLER BUSINESS NAME], a [STATE] [entity type] ("Seller"), [SELLER OWNER NAME(S)] ("Owner"), and [BUYER NAME], a [STATE] [entity type] ("Buyer").

1. PURCHASED ASSETS. At Closing, Seller will sell to Buyer, free of all liens, the following assets used in Seller's [DESCRIBE] business ("Business"): (a) equipment, furniture and fixtures listed in Schedule 1; (b) inventory on hand at Closing; (c) customer lists, phone numbers, websites, domain names, social media accounts and other intellectual property listed in Schedule 2; (d) the contracts listed in Schedule 3 ("Assigned Contracts"), subject to any required consents; (e) the Business name and goodwill; and (f) [OTHER].

2. EXCLUDED ASSETS. Seller keeps: cash and bank accounts; accounts receivable [unless listed]; tax refunds; Seller's corporate records; and [OTHER].

3. ASSUMED AND EXCLUDED LIABILITIES. Buyer assumes only Seller's obligations under the Assigned Contracts arising after Closing. Buyer does not assume any other liability of Seller, including debts, taxes, employee wages and benefits accrued before Closing, and claims arising from Seller's operation of the Business before Closing ("Excluded Liabilities"), which remain Seller's responsibility.

4. PURCHASE PRICE. The purchase price is $[AMOUNT], plus the value of inventory at cost at Closing, determined by a joint count ("Purchase Price"), payable as follows: (a) deposit of $[AMOUNT] held by [ESCROW AGENT] on signing; (b) $[AMOUNT] at Closing; (c) $[AMOUNT] under a promissory note from Buyer [secured by the Purchased Assets] (seller financing); and (d) $[AMOUNT] held in escrow for [12] months as security for Seller's indemnification obligations ("Holdback").

5. ALLOCATION. The parties will allocate the Purchase Price among asset classes as set out in Schedule 4 and file IRS Form 8594 consistently.

6. SELLER REPRESENTATIONS. Seller and Owner represent that: (a) Seller owns the Purchased Assets free of liens; (b) the financial statements provided to Buyer for [YEARS] are accurate in all material respects; (c) there is no pending or threatened litigation affecting the Business except as disclosed; (d) Seller has filed all tax returns and paid all taxes due; (e) the equipment is in working condition, normal wear excepted; (f) Seller complies with applicable laws and holds required licences; (g) the Assigned Contracts are valid and not in default; and (h) Seller has disclosed all material facts about the Business.

7. BUYER REPRESENTATIONS. Buyer represents that it is authorised to enter this Agreement and has funds or financing to pay the Purchase Price.

8. DUE DILIGENCE AND CONDITIONS. Buyer may review Seller's books, contracts and records until [DATE]. Closing is conditional on: satisfactory due diligence; [landlord consent to assignment of the lease / a new lease]; [Buyer obtaining financing]; transfer of required licences; lien searches showing no undisclosed liens; and no material adverse change in the Business.

9. CLOSING. Closing will occur on [DATE] or another agreed date. Seller will deliver a bill of sale, assignments of contracts and intellectual property, lien releases and required consents. Buyer will pay the amounts due at Closing.

10. EMPLOYEES. Seller will pay all wages, accrued vacation and benefits owed to its employees through Closing. Buyer may, but is not required to, offer employment to Seller's employees.

11. TRANSITION. Owner will provide up to [NUMBER] hours of transition assistance over [NUMBER] weeks after Closing [at no additional charge / at $[RATE] per hour], including introductions to key customers and suppliers.

12. NON-COMPETE AND NON-SOLICIT. For [3] years after Closing, Seller and Owner will not, within [GEOGRAPHIC AREA], own, operate or work for a business competing with the Business, or solicit its customers or employees. The parties agree this restriction protects the goodwill Buyer is purchasing. [Check state law, which may limit sale-of-business non-competes.]

13. INDEMNIFICATION. Seller and Owner will indemnify Buyer for losses from any breach of Seller's representations or covenants and from Excluded Liabilities, for claims made within [18] months after Closing, capped at [the Purchase Price / $[AMOUNT]]. Buyer may recover from the Holdback first. Buyer will indemnify Seller for liabilities Buyer assumes.

14. BULK SALES AND TAX CLEARANCE. The parties will comply with any applicable state bulk sale notice or tax clearance requirements, so that Buyer is not liable for Seller's unpaid sales or payroll taxes.

15. TERMINATION. Either party may terminate before Closing if a condition is not satisfied by [DATE]. The deposit will be returned to Buyer unless Buyer defaulted.

16. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

SELLER: ______________________  By: ______________  Title: ________  Date: __________
OWNER: _______________________  Date: __________
BUYER: _______________________  By: ______________  Title: ________  Date: __________

SCHEDULES: 1 Equipment | 2 Intellectual property and accounts | 3 Assigned Contracts | 4 Price allocation | 5 Disclosures

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.