Asset Purchase Agreement

VIEWS: 285 PAGES: 9

More Info
									Agreement to Purchase
Business Assets
This agreement is made between a seller of business assets and a buyer. This
document sets forth the terms and conditions of such a sale and includes provisions
regarding payment, liens and encumbrances on the assets, conditions precedent for the
closing, representations of the parties, and matters involving third parties. This
agreement provides numerous standard provisions that appear in similar agreements,
as well as opportunities for customization to reflect the specific needs of the parties.
                              ASSET PURCHASE AGREEMENT

       THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of
___[Date]____ (the “Effective Date”), by and between ___[Seller Name]___, a ___[State]____
corporation (“Seller”), and ___[Buyer Name]___, a ___[State]____ corporation (“Buyer”).

                                           ARTICLE I

                 SALE OF ASSETS AND ASSUMPTION OF LIABILITIES

       Section 1.01    Sale of Assets.

        (a)    Purchased Assets. As of the date hereof, Seller shall sell, assign, transfer, convey
and deliver to Buyer and Buyer shall accept and purchase all of Seller’s rights, title and interest
in and to all of the assets, properties and rights of Seller in the assets, rights and properties
reflected on the Schedule of Purchased Assets attached hereto and labeled Schedule 1.01(a) (the
“Purchased Assets”).

        (b)     Excluded Assets. Except as expressly set forth in Section 1.01(a) above, no other
assets, properties, rights or claims of Seller are intended to be transferred to Buyer.

         (c)     Liabilities. Buyer shall not assume, nor does Buyer agree to pay, any debts,
liabilities or obligations of Seller.

       Section 1.02 Purchase Price. The purchase price for the Purchased Assets shall be
equal to $___[Price]___, which shall be paid to Seller by Buyer on the Effective Date via
_____[Method of Payment]______.

        Section 1.03 Deliveries of Seller. As of the Effective Date, Seller shall have delivered
the following to Buyer:

       (a)     A duly executed counterpart of the Trademark Assignment Agreement
substantially in the form attached hereto as Exhibit A (the “Trademark Assignment
Agreement”). [If applicable]

       (b)     The registrar’s account information and passwords (and any other information
required to access and use such accounts) for the domain names and social media accounts
included in the Purchased Assets. [If applicable]

        Section 1.04 Further Cooperation. From time to time after the Effective Date, Seller,
at Buyer’s request, and without further consideration, agrees to execute and deliver or to cause to
be executed and delivered such other instruments of transfer as Buyer may reasonably request to
transfer to Buyer more effectively the right, title and interest in or to the Purchased Assets and to
take or cause to be taken such further or other action as may reasonably be necessary or
appropriate in order to effectuate the transactions contemplated by this Agreement.




                                                                                                   1
                                          ARTICLE II

                 REPRESENTATIONS AND WARRANTIES OF SELLER

       Section 2.01 Organization and Ownership. Seller is a corporation, validly existing
and in good standing under the laws of the State of ____________, and has all requisite power
and authority (corporate and other) to own its properties, to carry on its business as now being
conducted, to execute and deliver this Agreement and the agreements contemplated herein, and
to consummate the transactions contemplated hereby.

        Section 2.02 Authorization. The execution and delivery of this Agreement by Seller,
and the agreements provided for herein, and the consummation by Seller of all transactions
contemplated hereby, have been duly authorized by all requisite corporate and stockholder
action. This Agreement and all such other agreements and obligations entered into and
undertaken in connection with the transactions contemplated hereby to which Seller is a party
constitute the valid and legally binding obligations of Seller, enforceable against Seller in
accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.

         Section 2.03 Ownership of the Purchased Assets. Seller has good and marketable
title to all of the Purchased Assets, free and clear of all mortgages, liens, liabilities, pledges,
charges or encumbrances.

        Section 2.04 Liabilities and Claims. After reasonable investigation by Seller, Seller
has no known creditors, and if there are any creditors of Seller, Seller will be fully responsible
for satisfying any such liabilities, and there are no known claims against Seller that might be
asserted by any stockholders or warrant holders of Seller.

                                         ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF BUYER

        Section 3.01 Authorization. This Agreement and all such other agreements and
obligations entered into and undertaken in connection with the transactions contemplated hereby
to which Buyer is a party constitute the valid and legally binding obligations of Buyer,
enforceable against Buyer in accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.

                                         ARTICLE IV

                                   GENERAL PROVISIONS

       Section 4.01   Confidentiality.

      (a)  During the course of each party’s performance under this Agreement, the parties
may become aware of information relating to each other’s products, software research and

                                                                                                 2
development, inventions, processes, techniques, designs or other technical and business
information, as well proprietary information developed by both parties. All such information and
all physical forms thereof, whether disclosed to the other party before or after this Agreement is
signed, including the terms of this Agreement, is considered by both parties to be proprietary and
confidential (“Proprietary Information”).

        (b)    Each party agrees that, except as authorized in writing by the other party, it will:
(i) preserve and protect the confidentiality of all Proprietary Information; (ii) not disclose or
otherwise disseminate to anyone, including each other’s employees, except as necessary to carry
out the terms of this Agreement, the existence, source, content or substance of the Proprietary
Information; (iii) not use Proprietary Information in any way other than in furtherance of this
Agreement; and (iv) not disclose, use or copy any information or materials received in
confidence by each party during the course of this Agreement from a third party or about a third
party.

        (c)     Each party shall have no liability to the other for disclosure of any Proprietary
Information which either party can establish to have: (i) become publicly known without breach
of this Agreement; (ii) been previously publicly released for disclosure by either party; (iii) been
given to either party by someone other than the Buyer or the Seller without a duty to maintain
confidentiality; or (iv) been independently developed prior to the date this Agreement is signed
as evidenced by related documentation.

        Section 4.02 Limitation of Liability. Except with respect to claims for fraud or
intentional misrepresentation or with respect to the liabilities of Seller as of the date of this
Agreement, neither party to this Agreement shall be liable to the other party in an amount in
excess of the purchase price actually paid to Seller pursuant to Section 1.02 hereof.

        Section 4.03 Expenses. All costs and expenses incurred by Buyer or Seller in
connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs.

      Section 4.04 Amendments. No amendment or modification of this Agreement will be
made except by an instrument in writing signed by both parties.

        Section 4.05 Sales Taxes. All sales and use taxes, if any, due under the laws of any
state, any local government authority, or the federal government of the United States, in
connection with the purchase and sale of the Purchased Assets shall be paid by Seller.

        Section 4.06 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to
the other party, it being understood that all parties need not sign the same counterpart.

        Section 4.07 Governing Law. The execution, interpretation and performance of this
Agreement, and any disputes with respect to the transactions contemplated by this Agreement,
including any fraud claims, shall be governed by the internal laws and judicial decisions of the
State of _____________, without regard to principles of conflicts of laws.


                                                                                                  3
       Section 4.08 Survival. The representations and warranties of Buyer and Seller
contained in or made pursuant to this Agreement shall survive the execution and delivery of this
Agreement for ___[Length of Time]___.

                                   [Signature Page Follows]




                                                                                              4
        IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the
Effective Date.


                                      SELLER:

                                      [Seller Name]


                                      By:

                                      Name:

                                      Title:



                                      BUYER:

                                      [Buyer Name]



                                      By:

                                      Name:

                                      Title:




                                                                                 5
                                        Schedule 1.01(a)
                                        Purchased Assets


        1.      All domain name registrations (including the URLs set forth below), their web
site content, and related source code and backend databases. [If applicable]

                                          [List Domains]

        2.      All intellectual property rights related to the business of Seller including, without
limitation, all copyrights, trademarks, service marks, trade secrets, trade dresses and goodwill
related thereto, including the registered trademark set forth below: [If applicable]

                                        [List Trademarks]

       3.      All social media accounts including the social media accounts set forth below:
               [If applicable]

                                   [List Social Media Accounts]

        4.      All other intangible assets of Seller, including without limitation, customer lists,
contact and account information for all past and current customers, members and vendors,
subscriber lists, marketing data, promotional materials, new products currently in development,
as well as any plans for new products. [If applicable]

                                      [List Intangible Assets]




                                                                                                   6
         EXHIBIT A

Trademark Assignment Agreement

        [If applicable]




                                 7

								
To top