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Asset Purchase Agreement
Free asset purchase agreement template for buying or selling specific business assets, rather than the entire company entity.
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This free asset purchase agreement covers 1. Purchased Assets, 2. Assumed Liabilities, 3. Purchase Price, 4. Representations and Warranties, 5. Non-Compete (if applicable) with 6 clearly marked [placeholder] fields to fill in — built for founders, freelancers, and small business owners formalizing a business decision or agreement without paying a lawyer to draft it from scratch. Copy it into your own word processor, fill in the placeholders, and review it — or adapt it — before use. It's part of docstoc's free document template library, alongside business, legal, real estate, finance, and HR templates. Every template here is free to copy with no signup required, and each one carries a plain disclaimer: this is a starting point for informational purposes, not a substitute for advice from a licensed professional in your jurisdiction.
Asset Purchase Agreement
Seller: [Company Name] · Buyer: [Company Name] · Date: [Date]
1. Purchased Assets
Seller agrees to sell, and Buyer agrees to purchase, the following assets: [List — e.g. equipment, inventory, customer contracts, intellectual property, goodwill]. This sale does NOT include: [List excluded assets, if any].
2. Assumed Liabilities
Buyer assumes only the following liabilities: [List specific liabilities, or state "Buyer assumes no liabilities of Seller"].
3. Purchase Price
Total purchase price: [Amount], allocated as follows for tax purposes: [Allocation across asset categories, per IRS Form 8594 if applicable].
4. Representations and Warranties
Seller represents that it has good title to the assets, free of undisclosed liens, and that the assets are in the condition disclosed to Buyer.
5. Non-Compete (if applicable)
Seller agrees not to compete with the business being sold within [Territory] for [Period].
6. Closing
Closing will occur on [Date], at which time Seller will deliver bills of sale and other documents needed to transfer the assets, and Buyer will deliver the purchase price.
7. Employees
[State whether Buyer will offer employment to any of Seller's employees, and on what terms.]
Seller: ______________________ Date: ____________ Buyer: ______________________ Date: ____________
*This document is provided for informational and educational purposes only and does not constitute legal or tax advice. Buying assets instead of the company entity (a "stock purchase") generally lets a buyer avoid inheriting unknown liabilities — but the purchase price allocation across asset categories (Section 3) has real tax consequences for both parties and should be reviewed by an accountant.*
Edit directly in the box above. Download PDF anytime — the docstoc.io footer is always included and cannot be removed.
What's included
- Edit online — click the document, fill in placeholders, download a PDF
- 7 standard sections: 1. Purchased Assets, 2. Assumed Liabilities, 3. Purchase Price, 4. Representations and Warranties, 5. Non-Compete (if applicable), 6. Closing, …
- 6 clearly marked [placeholder] fields for quick personalizing
- Free to use — no account or signup required
- Fully editable — adjust any clause to match your actual situation
- Includes a signature block, ready to print or sign digitally
- Fixed docstoc.io footer on every PDF (not removable)
Who this template is for
Freelancers & solo founders
Handling routine business paperwork without commissioning custom legal drafting for every document.
Small businesses
Standardizing recurring documents — leases, agreements, notices — across a growing operation.
Anyone reviewing before signing
Using a clear starting structure to understand what a document should cover, even if a lawyer finalizes it.
Early-stage businesses
Getting the basics documented before things get more complex.
FAQ
Is this asset purchase agreement template really free?
Yes, completely free — view, edit, and download this asset purchase agreement as a PDF without creating an account.
What does this asset purchase agreement cover?
This business template includes 1. Purchased Assets, 2. Assumed Liabilities, 3. Purchase Price, 4. Representations and Warranties. Fill in the [bracketed] placeholders, edit any clause online, then download a PDF — the docstoc.io footer stays on every export.
Is this legal advice?
No. This is a general-purpose starting structure, not advice for your specific situation. Business agreements can hinge on details — state of formation, industry-specific regulation, how a dispute would actually play out — that a template can't account for. Have a business attorney review anything that involves real money or real risk before you rely on it.
Can I edit the wording?
Yes — edit directly on the page, adjust any section or clause, and re-fill the 6 placeholder fields to match your situation before downloading a PDF. It's a starting structure, not a rigid script.
Where can I find more free templates like this?
Browse more free business and related document templates in the docstoc library at /document-templates/.
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Templates are drafted for general use, not a substitute for legal advice — check the note on each page for specifics.
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