Asset Purchase Agreement Example: Key Elements to Include

An asset purchase agreement is a legal document that outlines the terms and conditions of a purchase transaction between a buyer and a seller. In this agreement, the buyer acquires specific assets (tangible or intangible) from the seller, such as equipment, inventory, patents, trademarks, or customer lists.

To ensure a successful transaction, it is essential to include key elements in your asset purchase agreement. Here are some examples:

1. Asset Description: Start by defining the assets being sold in as much detail as possible. This section should include a list of the assets, their estimated value, and their condition. If there are any limitations or restrictions on the assets, such as liens or encumbrances, they should be disclosed here.

2. Purchase Price: The purchase price is a crucial element of the agreement that establishes the value of the assets. This section should outline the payment structure and the time frame for payment. The purchase price might also include any additional fees, such as taxes or legal expenses.

3. Representations and Warranties: Both the buyer and the seller need to provide assurances that they are entering into the agreement in good faith and that they have the authority to do so. This section should include representations and warranties pertaining to the assets being transferred, the ownership of the assets, and any legal or regulatory compliance issues.

4. Conditions Precedent: This section outlines the conditions that must be fulfilled before the sale can close. Examples might include obtaining regulatory approvals or financing, or resolving any outstanding legal issues.

5. Indemnification: Indemnification provisions protect both parties from potential losses. This section should outline the circumstances under which the buyer or seller may be indemnified, the limits of liability, and the procedures for making a claim.

6. Dispute Resolution: It is crucial to have a mechanism in place for resolving disputes that may arise from the transaction. This section should define the procedures for resolving disputes, such as mediation or arbitration.

7. Governing Law: The governing law section specifies the state or jurisdiction that will govern the agreement and any disputes that may arise.


An asset purchase agreement is a detailed legal document that protects both the buyer and the seller in a transaction. It is essential to ensure that all key elements of the agreement are included, such as asset description, purchase price, representations and warranties, conditions precedent, indemnification, dispute resolution, and governing law. By including these elements, you can ensure that your transaction runs smoothly and that both parties are in full agreement.