Asset Purchase Agreement


This legal form is commonly used for an entire business, but can be used to sell individual or specific assets (for example, a company website, vehicle, equipment, or client list).

The Asset Purchase Agreement is a binding legal document outlining the purchase of an asset from a business or individual. It includes purchase price, warranties and disclosures about the asset. It can cover the sale of any business asset including a business name, contacts and customer lists, website, all online presence, social media accounts, all marketing material and data and any other goodwill.

When being used for a purchase of an entire business the asset purchase agreement form will outline everything that is being purchased. This is an alternative to buying the stock or ownership of a business. One main benefit is that it is designed to alleviate concerns about unknown liabilities of the existing business. For example, what if there is a debt, taxes, lawsuit, etc that the buyer is unaware of.

You will get two documents: one to be used for the entire business, and one prepared for individual assets. Both are broken down into sections that cover the terms and conditions for purchase. They are clearly laid out in understandable terms.


image of asset purchase agreement form

Drafted legal asset purchase agreement template (10 pages) covers definitions, purchase and sale, representations and warranties of both the seller and the buyer, general provisions.





This section explains how everyone is going to be referred to in the document and the laws that it covers. Includes many defined terms.

Purchase and Sale

This covers what is and isn’t going to be sold, and lists the assets costs and any debt is disclosed here and accounted for. Includes: purchase and sale of the business, exclusions, accounts and closing.

Representations and Warranties

This is where the negotiation happens. It covers statements and facts with the seller using their knowledge and assurances to confirm what is sold. The main goal here is to clarify what the seller knows about the asset (for example, what condition is it in, does it have liens on it, etc). Then, if the equipment doesn’t work as promised, then the buyer would have recourse. This is fair for both parties and can speed up the transaction by making these promises rather than having the Buyer perform excessive and timely due diligence.

Risk is then allocated between both parties and serves as the backbone of the deal if such a claim or breach of inaccuracy appears the parties have a right to terminate or refuse to close the transaction. Therefore this is the foundation of the asset purchase agreement.


Includes: cooperation, organization, authority, enforceability and non contravention


Includes the five topics above, plus: ownership and liens, no litigation, law compliance, ongoing and post-closing assistance, transactions out of ordinary course of business, assigned contracts, non-competition, no hire of employees, no solicitation of customers, no violation of public policy.

General Provision

Here this covers the regulations and guidelines specific the agreement in detail
Includes: confidentiality, indemnification and process, survival, interpretation, notice, modification and other topics.




Can a lawyer look over this before I sign?

Yes, an attorney can review your documentation for you to sign, but it is written in a clear and concise way to be used as a template. It comes with instructions to guide you through, but of course we are here to help at any point.

What if my buyer wants to use a lawyer?

This Asset Purchase Agreement form has been prepared by a practising attorney, it is good to be presented to any lawyer.

As a seller, how do I know I have covered everything?

It is an easy to use paper, you should know your assets and what you want to sell and they are listed accordingly. Your purchaser will know what you have and the legal template requires a signature from both parties.

What if it is hard to use?

The template is easy to use and totally customizable. Any questions you have we are here to help direct you

If you have the means to hire a lawyer, it can be a valuable investment in your asset purchase. Please contact Henderson & Henderson if you have more complex needs.