I'm looking for an attorney to review and advise on an Asset Purchase Agreement

I am not licensed in Arizona, but feel comfortable providing a general answer about contract amendments, because the subject matter doesn’t require any specialized knowledge. Yes, you can amend nearly any agreement—including an asset purchase agreement (“APA”)—after it has been signed; provided, however, you must follow the requirements for a valid contract amendment. At minimum, you’ll need to obtain the other party’s written authorization for the amendment. Be sure to check for an “Amendments” clause in the APA (look for it under the heading “General Provisions” or “Miscellaneous Provisions”) which may introduce additional requirements, e.g., requiring that an amendment must be labeled and signed by the parties in order to be valid. Further, depending on whether you are seeking to materially alter the terms of the APA, your prospective amendment may require new “consideration”. In contract law, “consideration” generally means any type of bargained-for value that the parties exchange. Thus, if your prospective amendment would make the APA’s terms significantly more favorable to you relative to its terms pre-amendment, then such amendment might require that you give additional bargained-for value to the other party for the amendment to be legally effective. In conclusion, if you follow the requirements for a valid contract amendment, then yes, you can modify the APA and those modifications will be legally enforceable. I hope this has been helpful. If you have any specific followup questions or need a Contract Amendment drafted, I would encourage you to speak with a qualified attorney licensed in your state.

There is no requirement for confidentiality in ANY type of contract; this is a negotiated term, like all other terms in any contract (except that in some instances, such as WA State Residential Landlord/Tenant contracts, state law may supercede terms in a lease that would violate the law). As far as breach of a confidentiality term (or any other term) in a contract, often the contract itself will state what the consequences may be for a breach - however, if this is not specified, the other party could sue for breach of contract - what a court may decide to award would generally be based on the amount of damages the Plaintiff incurred by having the breach occur. If you are considering buying a business, I urge you to have all paperwork, your business plan, your finances, and all other important documents and information reviewed by a business attorney prior to signing anything at all.

I can help. Do you have a list of the equipment with descriptions, and/or copies of PO's, invoices, bills of lading, receipts, photos, registrations, or other documents evidencing the current or past ownership/registration for or condition of the equipment?

It depends. In many cases the lawyers representing the seller draft the asset purchase agreement. This is not always the case and at least forty percent (40%) of the deals I have worked on have featured the buyer drafting the asset purchase agreement. Who drafts the agreement may often depend upon who is in a stronger position and/or who has attorneys with the bandwidth to properly support the deal, as envisioned in the relevant term sheet.

Just like the name suggests, an asset purchase agreement is just that – an agreement to purchase existing assets. This would be the appropriate document to use if you are buying or selling some or all of the assets of a business but not the business itself. For example, if you own a yard service company and you are interested in buying all of the mowers, trucks, and equipment of another yard service business. An asset purchase agreement would give a defined list of the equipment you are purchasing. If you were interested in buying the whole business, including existing contracts, assuming the debt, and retaining the other business’s employees and perhaps even their name, you would want a business purchase agreement.