How are intellectual properties handled in an asset purchase agreement?

An asset purchase agreement is generally considered a taxable transaction for the buyer. However, there are sometimes ways for the buyer to reduce its tax liability. If you are considering entering into an asset purchase agreement, you should also consider consulting with a tax professional.

Asset Purchase Agreements sometimes, but do not always, require third-party consent. For example, security agreements (like mortgage agreements) typically include clauses prohibiting the debtors from assigning or transferring the assets used to secure the agreement. Similarly, franchise agreements typically contain clauses prohibiting franchisees from assigning or transferring franchise assets. Parties whose assets are subject to these types of "no assignment" clauses will likely need to obtain third-party consent before they can sell those assets.

The 4 main options for dispute resolution in North Carolina are negotiation, mediation, arbitration, and litigation. The best option(s) for dispute resolution will differ depending on such factors as types of claims and amount in controversy. Although clauses requiring private arbitration have become commonplace in business-related contracts, with the exception of small claims, private arbitration through organizations like the American Arbitration Association ("AAA") and the Judicial Arbitration and Mediation Service ("JAMS") often costs the parties as much time and money as litigation. Therefore, it is important to choose your dispute resolution option(s) carefully and not enter into an agreement blindly. A knowledgeable corporate attorney can help evaluate your best option(s) for dispute resolution related to your business purchase agreement and can even draft the relevant contract term(s). Good luck!

There is no general law requiring an Asset Purchase Agreement to be notarized. However, there might be laws requiring that other documents that are part of the deal be notarized. This would depend on factors like the type of document and the governing jurisdiction. Anyone who has questions on handling their Asset Purchase Agreement, or other documents that are part of an asset purchase deal, should consider consulting with a knowledgeable attorney in the appropriate jurisdiction.

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.