Record the deal clearly in an asset purchase agreement

An asset purchase agreement is usually the right starting point where the buyer is taking specific assets, contracts or business components rather than acquiring shares in the selling entity. That can include stock, equipment, customer lists, intellectual property, goodwill or other selected assets. The document matters because it identifies exactly what is moving across and what is staying behind. If that line is not clear, disputes can arise later about ownership, liabilities, or whether something important was meant to be included as part of the sale price.

It commonly covers the assets being sold, any excluded assets, the purchase price, payment timing, warranties, liability allocation, conditions that must be satisfied before completion, and the mechanics for settlement. Depending on the deal, it may also address handover items such as records, intellectual property assignments, stock counts, or third-party consents. The exact content depends on the transaction, but the aim is to have one document that records the commercial deal in a way both sides can follow at signing and completion, rather than relying on informal emails or a short term sheet.

Helpful information includes a list of the assets being transferred, any items that are expressly excluded, the agreed price, payment structure, proposed completion date, and any special conditions between buyer and seller. It is also useful to know whether leases, licences, employees, supplier arrangements or customer contracts are part of the transaction, because those issues can affect the drafting. If you already have heads of agreement or a draft from the other side, we can use that as a reference point when preparing or reviewing the main contract.

Templates often look workable until the deal has unusual moving parts. A generic form may not properly describe the asset pool, deal with excluded liabilities, or reflect how payment, adjustments and completion are meant to happen in practice. It may also leave gaps around warranties, third-party consents or post-completion obligations. In an asset sale, the detail matters because the buyer is not automatically taking everything. A tailored agreement helps match the document to the actual structure of the transaction instead of forcing the transaction into a broad precedent that was written for someone else.

Timing depends on how settled the commercial terms are and whether there is already a draft in circulation. A straightforward review of an existing agreement can often move faster than a first draft prepared from scratch, especially if the asset list and payment terms are already agreed. Delays usually happen where key points are still being negotiated, the asset pool is unclear, or supporting documents are missing. Once we have your instructions and any existing deal papers, we can give you a practical estimate for the next steps and likely turnaround.

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Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Asset Purchase Agreement service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

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Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.