Home Blog Asset Purchase Agreements: A Helpful Guide

Quick Facts — Asset Purchase Agreement Lawyers

Asset Purchase Agreements: Checklist of Terms

Asset purchase agreements are some of the most varied business contracts you are likely to use. These contracts are complex, and no two are ever the same.

While there is plenty of variety, there will still be certain elements that will show up in most, if not all, asset purchase agreements. Some have also created short form asset purchase agreements to try and make them less dense.

To keep it simple, below are the key elements the majority of these contracts should have. . Here is also a write-up on Inc.com regarding these agreements.

The Parties of the Agreement

Without at least two parties, there is no agreement. Start out by identifying who these people are and the roles they play regarding the contract. Make certain this is worded in clear language so there is never any confusion. Note, if you are the seller, potentially ask for a seller friendly asset purchase agreements.

The Assets Being Purchased

This sounds straightforward, but this is where most court cases involving purchase agreements arise. As any contract lawyer would tell you, you must be specific about the full scope of the asset. For example, let’s say the asset being purchased is a restaurant.

But what is included in that? Is it just the building and the land? Will it also include the stoves, walk-in refrigerators, and freezers? How about the tables and decorations? Or even the name and branding? Outline everything included in the purchase, otherwise there will be someone who is very disappointed.

The Financials

Here, you need to specify the purchase price of the asset. However, that isn’t all. It should also be made clear how this will be paid and by when. This is especially critical if payment will come in installments. The goal here is to ensure there can be no conflict related to payment.

Conditions for Closing

What must happen before the agreement is considered to be finished? It is easy to assume that it is just a matter of exchanging funds and signing papers, and maybe it is, but the specifics should still be clarified here. Some conditions for closing that might need to be considered include the delivery of the assets, repairs to a property, or removal of materials.

Work With a Vetted Contract Lawyer Near You

Contract lawyers are those who understand the ins and outs of all the agreements you need for your business. Contracts Counsel is a boutique marketplace that puts you in contact with vetted contract attorneys who understand your state and local laws, as well as the quirks of your industry. Protect your company by working with ContractsCounsel.com.

24

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Need help with an Asset Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 24,321 reviews

Meet some of our Lawyers

Nancy S. on ContractsCounsel
View Nancy
5.0 (2)
Member Since:
May 21, 2023

Nancy S.

Attorney
Free Consultation
Houston, Texas
44 Yrs Experience
Licensed in TX
University of Houston

Seasoned corporate, business and real estate attorney with 30 years experience managing private practice groups and in-house legal functions for publicly traded, privately held, and family companies.

Recent  ContractsCounsel Client  Review:
5.0

"I had the pleasure of working with Nancy on a commercial lease for our Business, and I couldn’t be more satisfied with the experience. From our initial consultation to the final signing, her professionalism, deep knowledge of real estate law, and attention to detail were outstanding. What impressed me most was the clear and consistent communication. She took the time to walk me through all clause of the lease on which we had concerns, answered all my questions promptly, and made sure I fully understood my rights and obligations and also suggested modification which would help me as a Tenant. Her expertise helped negotiate favorable terms and avoid potential pitfalls I wouldn’t have caught on my own. If you're looking for a real estate attorney who combines strong legal skills with excellent client service, I highly recommend Nancy. She made a potentially stressful process feel smooth and secure."

Philips V. on ContractsCounsel
View Philips
4.8 (14)
Member Since:
August 4, 2026

Philips V.

Attorney
Free Consultation
Dallas, Texas
12 Yrs Experience
Licensed in MI, TX
Wayne State University Law School

General Counsel for Construction and Related Legal Services - Although Phil specializes in construction-related law, Phil’s law practice areas include commercial, construction, contract, criminal, employment, ERISA, energy, environmental, OSHA, government, immigration, insurance, labor (EEOC, FLSA, FMLA, COBRA, etc.), personal injury, product liability, real estate, surety, utilities, and workers’ compensation, amongst others.

Recent  ContractsCounsel Client  Review:
5.0

"Excellent work, and very prompt responses. Thorough assessments. Great for Advanced Directive review."

Terence B. on ContractsCounsel
View Terence
5.0 (45)
Member Since:
August 23, 2020

Terence B.

Partner
Free Consultation
Orlando, FL and New York, NY
15 Yrs Experience
Licensed in FL, NY
Georgetown University Law Center

Terry Brennan is an experienced corporate, intellectual property and emerging company transactions attorney who has been a partner at two national Wall Street law firms and a trusted corporate counsel. He focuses on providing practical, cost-efficient and creative legal advice to entrepreneurs, established enterprises and investors for business, corporate finance, intellectual property and technology transactions. As a partner at prominent law firms, Terry's work centered around financing, mergers and acquisitions, joint ventures, securities transactions, outsourcing and structuring of business entities to protect, license, finance and commercialize technology, manufacturing, digital media, intellectual property, entertainment and financial assets. As the General Counsel of IBAX Healthcare Systems, Terry was responsible for all legal and related business matters including health information systems licensing agreements, merger and acquisitions, product development and regulatory issues, contract administr

Recent  ContractsCounsel Client  Review:
5.0

"I appreciated the work Terrence and his team did. It took a lot of questions off the table that I had about my APA."

Allen L. on ContractsCounsel
View Allen
5.0 (281)
Member Since:
October 23, 2025

Allen L.

CEO, Attorney, Certified Master Financial Coach
Free Consultation
Georgia
27 Yrs Experience
Licensed in GA
Georgia

Clear, strategic legal guidance when you need it most—whether you're planning ahead or defending a position. Legal challenges shouldn't feel confusing or overwhelming. Whether you're building an estate plan, structuring a business, or navigating a dispute, my practice is built on clarity, care, and practical strategy. I work with clients who want real solutions—not just paperwork—through planning and advice that truly fits their goals, families, and businesses. Planning & Structure I focus on estate planning, asset protection, and business succession, helping individuals and entrepreneurs organize their assets, reduce risk, and prepare for every stage of life. Whether you're setting up your first living trust, shielding your business from liability, or updating an existing estate plan, you'll receive clear guidance, fixed-fee pricing, and responsive support from start to finish. Each plan I design is tailored to your real-world priorities: preserving wealth, avoiding unnecessary taxes and probate, and ensuring the people you love are protected when it matters most. I also focus on general business matters outlined below. Disputes & Defense When legal conflicts arise—disputed contracts, demand letters, settlement negotiations, or litigation decisions—I provide realistic risk assessment and strategic guidance. I help clients understand their actual exposure (not just best-case scenarios), identify leverage points, and navigate toward efficient resolution. If you're facing a legal claim or need to evaluate your position before responding, I can walk you through the realistic options and their costs. Services: Estate Planning & Asset Protection --Simple wills and powers of attorney --Living trusts for small estates --Buy-sell agreements for family businesses Business Formation & Agreements --LLC or S-Corp formation filings --Operating Agreements / Shareholder Agreements --Founder or Investor Agreements --Bylaws and Minutes templates --Registered agent setup guidance Contracts & Commercial Matters --Service Agreements (consulting, marketing, software, design, etc.) --Independent Contractor Agreements --Employment contracts and offer letters --Non-compete, non-solicitation, or confidentiality agreements --Employee handbooks or HR policy updates --Termination or severance agreements --NDAs (Non-Disclosure Agreements) --Partnership or Joint Venture Agreements --Sales or Vendor Contracts --Licensing or IP Agreements Terms and conditions SaaS Platforms --Terms of Service --Privacy Policy --Independent Contractor Agreements --Customer/User Agreements --Liability Waivers --Cancellation & Refund Policy --Non-Solicitation Clauses --Marketplace compliance documents Real Estate --Commercial lease drafting or review --Residential lease review --Purchase & sale agreements --Short-term rental (Airbnb) contracts --Property management agreements Professional Approach: I leverage modern legal research and writing technologies—including AI-assisted tools—to enhance the quality, speed, and clarity of my analysis. Like many legal professionals today, I use these tools to organize research, improve communication, and catch errors. On research tools: case law and statutory verification runs through a vLex/Fastcase subscription, and drafting and first-pass review is AI-assisted. Every analysis I provide is thoroughly reviewed and reflects my independent professional judgment as a licensed attorney. AI is a tool that supports my work; it does not replace it.

Recent  ContractsCounsel Client  Review:
5.0

"Excellent communication and follow up. Very detailed with his work and expertise."

Michael B. on ContractsCounsel
View Michael
4.9 (38)
Member Since:
October 30, 2020

Michael B.

Attorney
Free Consultation
Illinois
16 Yrs Experience
Licensed in IL, MN, WI
University of the Pacific

Michael has extensive experience advising companies from start-ups to established publicly-traded companies . He has represented businesses in a wide array of fields IT consulting, software solutions, web design/ development, financial services, SaaS, data storage, and others. Areas of expertise include contract drafting and negotiation, terms of use, business structuring and funding, company and employee policies, general transactional issues as well as licensing and regulatory compliance. His prior experience before entering private practice includes negotiating sales contracts for a Fortune 500 healthcare company, as well as regulatory compliance contracts for a publicly traded dental manufacturer. Mr. Brennan firmly believes that every business deserves a lawyer that is both responsive and dependable, and he strives to provide that type of service to every client.

Recent  ContractsCounsel Client  Review:
5.0

"Easy to work with. Looked through my project and helped get it all ready."

Julius T. on ContractsCounsel
View Julius
5.0 (1)
Member Since:
August 20, 2023

Julius T.

General Counsel
Free Consultation
Atlanta, Georgia
23 Yrs Experience
Licensed in GA
University of Georgia School of Law

With 20 years of law practice experience, Julius is an accomplished and experienced attorney. Julius provides counsel to individuals, businesses, churches and other nonprofits, ministry leaders, and entertainment and creative artists on matters involving drafting, reviewing, and negotiating contracts; corporate formation and governance; real estate transactions; information technology; employment and human resources concerns, and last wills and testaments. A graduate of Emory University and the University of Georgia School of Law, Julius has notably served as counsel to the Georgia General Assembly (Georgia House of Representatives and Georgia State Senate) and the City of Atlanta / Hartsfield-Jackson Atlanta International Airport. Julius is also a licensed Realtor® and a native Atlantan.

Recent  ContractsCounsel Client  Review:
5.0

"Excellent experience. Excellent experience! Julius was professional, responsive, and thorough in reviewing our LOI. He provided clear recommendations and valuable guidance throughout the process. Highly recommend!"

James S. on ContractsCounsel
View James
Member Since:
June 14, 2023

James S.

Attorney
Free Consultation
Sardinia, Ohio
14 Yrs Experience
Licensed in NJ, NY, OH
Rutgers Camden School of Law

Education Jim Schroeder holds multiple degrees from several institutions. He received his Juris Doctor from Rutgers School of Law in Camden New Jersey. He also earned two additional Master’s Degrees from Asbury Theological Seminary in Wilmore, Kentucky and United Theological Seminary in Dayton, Ohio. In addition, Schroeder has done graduate work in Public Sector Labor Relations and American History at Rutgers University and Nonprofit Leadership at Duke University. Jim Schroeder was admitted to the New Jersey Bar Association in 2008; the District of Columbia Bar Association in 2010; the New York State Bar Association in 2014; and the Ohio Bar Association in 2020. He is also admitted to the Federal Courts of Southern New Jersey and Southern Ohio.

Find the best lawyer for your project

Browse Lawyers Now

See Real Asset Purchase Agreement Projects

Texas asset purchase agreement Drafting
  • Texas
  • 2 lawyer bids
  • $600 - $1,450
View Details
California Asset agreement, Services and rental agreement Review
  • California
  • 2 lawyer bids
  • $450 - $700
View Details
Delaware Draft Asset Purchase Agreement Drafting
  • Delaware
  • 5 lawyer bids
  • $499 - $1,550
View Details
Virginia Asset Buying Agreement for Amazon FBA business Review
  • Virginia
  • 6 lawyer bids
  • $450 - $2,500
View Details
Virginia Pizza Franchise Review
  • Virginia
  • 4 lawyer bids
  • $700 - $1,500
View Details
Texas Draft Asset Purchase and Release Document for Food Trailer Sale with Promissory Note Payoff Drafting
  • Texas
  • 11 lawyer bids
  • $700 - $2,500
View Details

See all Asset Purchase Agreement projects

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with an Asset Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 24,321 reviews
CONTRACT LAWYERS BY TOP CITIES
See All Corporate Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need help with an Asset Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 24,321 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city