Asset purchase agreement

Parties

This Asset Purchase Agreement (the “Agreement”) is made as of [Date], between [Seller legal name], of [Seller address] (“Seller”), and [Buyer legal name], of [Buyer address] (“Buyer”). Seller and Buyer are each a “Party” and together the “Parties.”

Recitals

Seller owns and operates the software business known as [Project name] (the “Business”). Seller wishes to sell, and Buyer wishes to purchase, substantially all of the assets of the Business on the terms set out below.

Purchased assets

Subject to the terms of this Agreement, Seller sells, transfers, and assigns to Buyer, and Buyer purchases, all of Seller’s right, title, and interest in the following (the “Purchased Assets”), to the extent Seller holds them and to the extent each is checked below:

• Domain names: [list domains]
• Source code repositories and their history: [list repositories]
• Hosting, infrastructure, and service accounts: [list accounts]
• The customer list and associated customer data, transferred subject to applicable privacy law and to any consent or notice it requires
• Trademarks, logos, and other brand content: [list marks]
• Social media handles and accounts: [list handles]
• Payment-provider subscriber relationships, to the extent the relevant payment provider permits them to transfer
• [Other assets specific to this deal]

Excluded assets

The following are not sold and remain Seller’s property: Seller’s personal accounts and any asset not listed above, any Shipped account and its login, cash and accounts receivable arising before the Closing Date, and [any other excluded items].

Purchase price and payment

The total purchase price for the Purchased Assets is [amount and currency] (the “Purchase Price”), payable as follows: [payment schedule]. Payment will be made [directly between the Parties, or through an Escrow.com transaction the Parties open themselves]. Shipped is not a party to the payment and does not hold, process, or guarantee any part of it.

Closing and transfer checklist

Closing occurs on [Closing Date] (the “Closing Date”), once the Purchase Price has cleared into Seller’s account or, if Escrow.com was used, once Escrow.com has released it. Nothing transfers before then. On or promptly after the Closing Date, the Parties complete the following, asset class by asset class:

1. Domains: Seller initiates transfer to Buyer’s registrar account.
2. Repositories: Seller transfers ownership or adds Buyer as owner, then removes Seller’s access.
3. Hosting and service accounts: Seller transfers billing ownership or provides new credentials, then rotates or revokes Seller’s own.
4. Customer data: Seller provides an export in the format the Parties agreed, subject to the privacy terms above.
5. Trademarks, content, and social handles: Seller transfers or reassigns account ownership to Buyer.
6. Payment-provider relationships: Seller and Buyer follow the specific provider’s transfer or re-platforming process, where the provider allows one.

No asset transfers until the Purchase Price has cleared. A payment that has been sent is not a payment that has cleared.

Seller representations

Seller represents that: Seller owns the Purchased Assets free and clear of any lien, claim, or third-party interest; the Verified figures for the Business as displayed on Shipped on [date figures were pulled] were accurate as read from the connected providers on that date; and Seller has disclosed all liabilities of the Business known to Seller that Buyer would reasonably want to know about before closing.

Buyer representations

Buyer represents that Buyer has the authority and the funds to complete this purchase, has had the opportunity to review the Business’s figures and ask Seller questions before signing, and is relying on Buyer’s own diligence and not solely on any figure shown on Shipped in deciding to buy.

Post-closing cooperation

For 30 days after the Closing Date, Seller will reasonably cooperate with Buyer to complete any transfer step still in progress and to answer Buyer’s questions about how the Business was run.

Non-solicitation (optional)

[For [number] months after the Closing Date, Seller will not solicit the Business’s customers or employees for a competing product. Delete this section if the Parties do not want a non-solicitation term.]

Confidentiality

Each Party will keep the other Party’s non-public information learned in connection with this sale confidential, and will use it only to complete and perform this Agreement.

Shipped is not a party

Shipped is not a party to this Agreement, is not a broker or agent for either Party, and gives no warranty about this template, the Business, or any figure Shipped displayed. See the marketplace terms for how Shipped’s marketplace works.

Governing law

This Agreement is governed by the laws of [state or country the Parties choose], without regard to its conflict-of-laws rules.

Signatures