ContractsCounsel Logo

Dental Practice Asset Purchase Agreement

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 9,733 reviews
No Upfront Payment Required, Pay Only If You Hire.
Home Types of Contracts Dental Practice Asset Purchase Agreement

Jump to Section

A dental practice asset purchase agreement is a legal document that outlines the terms under which any buyer acquires the assets of dental practices in the U.S. This agreement is a key component of the transaction and governs the transfer of tangible and intangible assets associated with the dental practice across the country. Learn more about a dental practice asset purchase agreement and other details below.

Components of a Dental Practice Asset Purchase Agreement

The dental practice asset purchase agreement is vital for a smooth and transparent dental practice transition between parties. It helps ensure that both the buyer and the seller are aligned on the terms and conditions of the transaction. Meanwhile, its important components include the following:

  • Hard Assets: These are the tangible items integral to the dental practice's day-to-day functioning. This could encompass dental chairs, X-ray machines, instruments, and other physical equipment.
  • Soft Assets: They refer to intangible elements that contribute to the practice's value but are not physically tangible. Patient records, the established patient base, brand reputation, and goodwill fall under this category.
  • Asset Allocation: The purchase price allocation among different asset categories is important. It affects the particular tax implications for both the buyer and the seller. It ensures a clear breakdown of the financial aspects of the transaction.
  • Non-compete Agreement: This particular agreement restricts the seller from establishing or working in a competing dental practice within a specified radius and time frame. It helps protect the buyer's investment and ensure a smooth transition,
  • Transition and Rework: The transition period outlines the seller's involvement post-sale to assist in patient transitions, license transfers, and other important activities. This phase minimizes disruptions and facilitates the buyer's acclimatization to the practice.
  • Liabilities and Indemnification: Outlining the allocation of liabilities associated with the dental practice, clarifying which party assumes responsibility for outstanding debts or legal obligations. The agreement also defines indemnification provisions in case of breaches.
  • Employee Matters: Addressing the treatment of employees, specifying whether the buyer will retain them, how benefits will be handled, and any other employment-related considerations, ensuring a smooth transition for staff.
  • Lease Agreements and Facility Arrangements: If the dental practice operates in a leased space, detailing the status of lease agreements, including whether the buyer will assume the existing lease or negotiate a new one with the landlord, ensures continuity of operations.
  • Representations and Warranties: Outlining the representations and warranties made by the seller regarding the condition of the assets, the legality of the practice, and other relevant aspects. It provides assurances to the buyer and addresses potential risks.

Pre-closing Conditions in Dental Practice Asset Purchase Agreements

Two pre-closing conditions are routinely found in dental practice asset purchase agreements across the United States. They are:

  • Buyer’s Ability to Obtain Financing: The buyer typically engages with a lender to secure the necessary funding for acquiring the dental practice. The expeditious provision of information by both buyer and seller to the lender is important. Timely cooperation facilitates swift lender approval, which assures both parties that financing is secured, thereby removing this condition as a potential impediment.
  • Buyer’s Ability to Enter into a Lease: Unless the buyer plans to integrate the purchased practice into an existing facility, securing a suitable space for dental practice is essential. A condition in the transaction is that the buyer can successfully negotiate either a new lease or an assignment of the current lease from the landlord if the seller presently leases their office space. This condition ensures the buyer has a functional and approved space for dental operations.
Meet some lawyers on our platform

Darryl S.

26 projects on CC
View Profile

Gill D.

43 projects on CC
View Profile

Michael M.

550 projects on CC
View Profile

Matt B.

6 projects on CC
View Profile

Benefits of Dental Practice Asset Purchase Agreements

A dental practice asset purchase agreement offers several benefits for the buyer and the seller involved in the transaction. Here are the related advantages that everyone must know:

  • Providing Clear Asset Transfer: The agreement provides a comprehensive framework for the transfer of assets, both tangible and intangible, ensuring a clear understanding of what is included in the purchase.
  • Ensuring Legal Protection: It offers legal protection for both parties by clearly defining their rights, responsibilities, and obligations. This helps prevent disputes and ensures that the transaction terms are legally enforceable.
  • Outlining Financial Transparency: The agreement outlines the financial aspects of the transaction, including the purchase price, payment terms, and any other financial considerations. This transparency is important for informed decision-making by both parties.
  • Assuring Buyer's Financing: For the buyer, the agreement often includes conditions related to obtaining financing. This assures the buyer they can secure the necessary funds for the acquisition.
  • Including Non-compete and Confidentiality: The agreement typically includes non-compete clauses, restricting the seller from engaging in similar practices within a defined area and timeframe. Confidentiality provisions protect sensitive information, including patient records.
  • Facilitating Smooth Transition: The agreement may include provisions for a transitional period during which the seller assists the buyer in patient handovers, license transfers, and other necessary procedures. This facilitates a smooth transition of the dental practice.
  • Offering Employee Considerations: If applicable, the agreement addresses the treatment of employees, ensuring clarity on whether the buyer will retain them and how employment-related matters will be handled.
  • Making Lease and Facility Arrangements: For the buyer needing a new facility, the agreement may include conditions related to entering into a lease or obtaining approval from the landlord for the existing lease, ensuring the buyer has a suitable space for dental practice.
  • Allocating the Purchase Price: The agreement specifies how the purchase price is allocated among different categories of assets, addressing tax implications for both the buyer and the seller.
  • Enabling Risk Mitigation: The agreement helps mitigate risks associated with the transaction by addressing potential issues. Examples include liabilities and the condition of assets, which assure both parties.

Key Terms for Dental Practice Asset Purchase Agreements

  • Goodwill: The established reputation and patient relationships associated with the dental practice are often considered an intangible asset and a key element in the purchase agreement.
  • Non-compete Covenant: A contractual provision restricting the seller from establishing or working in a competing dental practice within a specified geographic area and time frame after the sale.
  • Patient Records: Confidential medical information and records of current and past patients are important components that require careful handling and transfer in the asset purchase agreement.
  • Lease Assignment: The buyer assumes the seller's lease for the office space, ensuring continuity in the practice's location and operations.
  • Purchase Price Allocation: The breakdown of the total purchase price among different categories of assets, determining the tax implications for both the buyer and the seller in the asset purchase agreement.

Final Thoughts on Dental Practice Asset Purchase Agreements

A dental practice asset purchase agreement is the linchpin for a successful ownership transition in dental practices. Offering a meticulously defined framework, the agreement ensures clarity on asset transfers, financial arrangements, and legal protections for buyers and sellers. It facilitates the transaction and fosters transparency, safeguarding the goodwill and confidential patient information integral to the practice. With provisions addressing non-compete agreements, employee considerations, and facility arrangements, this comprehensive document is pivotal in orchestrating a smooth and well-managed handover. It further contributes to the longevity and success of the dental practice under new ownership.

If you want free pricing proposals from vetted lawyers that are 60% less than typical law firms, Click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Dental Practice Asset Purchase Agreement Lawyers

Michael M. on ContractsCounsel
View Michael
4.9 (273)
Member Since:
September 10, 2022

Michael M.

Free Consultation
Los Angeles, CA
37 Yrs Experience
Licensed in CA

www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and top reviews.

Spencer R. on ContractsCounsel
View Spencer
4.9 (4)
Member Since:
September 15, 2022

Spencer R.

Free Consultation
New York
28 Yrs Experience
Licensed in NY
Washington College of Law at American University

I am an experienced attorney working in New York specializing in executive compensation/severance arrangements, transactional real estate work, tax structuring and contracts.

Daniel F. on ContractsCounsel
View Daniel
Member Since:
September 6, 2022

Daniel F.

Free Consultation
Woodmere, NY
14 Yrs Experience
Licensed in NJ, NY
St. Johns School of Law

An experienced attorney with a varied range of legal abilities. Focusing on real estate transactions and general commercial litigation.

Doug F. on ContractsCounsel
View Doug
Member Since:
September 7, 2022

Doug F.

Managing Director
Free Consultation
Boston, MA
42 Yrs Experience
Licensed in MA, NY
Boston University School of Law

Doug has over 20 years of private and public company general counsel experience focusing his legal practice on commercial transactions including both software and biotech. He is a tech savvy, business savvy lawyer who is responsive and will attain relationship building outcomes with your counterparty while effectively managing key risks and accelerating revenue. He received his Juris Doctor from Boston University School of Law earning the Book Award in Professional Ethics and after graduation he taught legal writing there for a number of years. Prior to law school, Doug earned a M.A in Mathematics at the State University of New York at Stony Brook, and a B.S in Honors Mathematics at Purdue University. After law school, Doug joined Fish & Richardson, where his practice focused on licensing software, trademarks and biotech. While at Fish & Richardson Doug authored a book on software licensing published by the American Intellectual Property Lawyers Association. Later he joined as General Counsel at FTP Software and led an IPO as well as corporate development. Doug has broad experience with a broad range of commercial agreement drafting and negotiation including SaaS software and professional services, distribution and other channel agreements, joint venture and M&A. Doug continued his leadership, corporate governance and commercial transaction practice at Mercury Computers (NASDAQ:MRCY) leading corporate development. Doug’s experience ranges from enterprise software to biotech and other vertical markets. He joined the board of Deque Systems in 2009 and joined in an operating role as President in 2020 successfully scaling the software business.

Kathryn K. on ContractsCounsel
View Kathryn
Member Since:
September 13, 2022

Kathryn K.

Free Consultation
Boulder, CO
15 Yrs Experience
Licensed in CO
Georgetown University Law Center

I graduated from Georgetown Law in 2009 and have been practicing for fourteen years. I primarily work on commercial contracts. I specialize in drafting, reviewing, and negotiating MSAs for services companies, specializing in SaaS agreements. I have drafted online terms of service, acceptance use policies, and privacy policies for clients across a range of industries. In addition, I counsel clients on NDAs, non-solicitation/non-competition agreements, employment contracts, and commercial and residential leases. Prior to opening my own practice, I worked for four years at one of the most prestigious law firms in the world, an appellate litigation firm, the federal government, and one of the country's most renowned government contracts firms. I live in Boulder but represent clients nationwide. Although I have represented numerous Fortune 500 companies and the Defense Department, my passion is advising startups and small businesses. Like so many of my clients, I am an entrepreneur and have owned and operated three businesses (my law firm and two companies outside the legal field). I understand the needs and concerns of small business owners. I look forward to working with you.

Wendy C. on ContractsCounsel
View Wendy
Member Since:
September 12, 2022

Wendy C.

Free Consultation
25 Yrs Experience
Licensed in IL, WI
University of Wisconsin Madison

Business Advisor and Real Estate Consultant: Small boutique firm working to assist entrepreneurs, business start-ups, property investors, new home buyers, and distressed owners Wendy Calvert began her career as a corporate attorney focusing on complex commercial litigation, primarily in construction, property and casualty, and contractor liability. Through this experience, Wendy has managed and successfully litigated cases in Illinois and Wisconsin. In 2004, Wendy relocated to Illinois to work as an insurance litigation counsel and later as an executive sales consultant and insurance expert. Wendy now utilizes her skills as a contract negotiator, litigator, and sales consultant to negotiate real estate deals and help entrepreneurs create and grow the businesses of their dreams. EDUCATION Wendy earned her Juris Doctor in 1999 from the University of Wisconsin Madison. In 1989, Wendy graduated with a Bachelor of Arts in Business Administration and Communications from Marquette University.

Max L. on ContractsCounsel
View Max
Member Since:
September 19, 2022

Max L.

Free Consultation
Fort Lauderdale, Florida
18 Yrs Experience
Licensed in FL
The Benjamin N. Cardozo School of Law

Hi there. My practice focuses on several aspects of business law, including business entity formation and organizational documents, trademark and copyright, tax disputes, and contracts. I work with quite a few creative entrepreneurs, such as photographers, artists, and musicians.

Find the best lawyer for your project

Browse Lawyers Now

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Dental Practice Asset Purchase Agreement lawyers by city
See All Dental Practice Asset Purchase Agreement Lawyers
related contracts
See More Contracts
other helpful articles

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

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

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

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