# Online Business Asset Purchase Agreement ## Key Terms Capitalized Key Terms have the meanings below. Company sells assets. Seller is its individual owner. This Agreement becomes binding on the Agreement Date and Closing occurs later only when the stated conditions are satisfied or waived. Purchased Assets, Excluded Assets and Assumed Liabilities are defined under Definitions. The schedule index follows. Agreement Date : {agreement_date} Scheduled Closing : {scheduled_closing_date} Outside Date : {outside_date} Buyer Full Legal Name : {buyer_name} Entity or Individual : {buyer_description} Notice Address : {buyer_notice_address} Company Full Legal Name : {company_name} Entity : {company_description} Notice Address : {company_notice_address} Seller Full Legal Name : {seller_name} Notice Address : {seller_notice_address} Business : {business_description} Transaction Structure : {transaction_structure} Purchase Price Purchase Price : {purchase_price_amount} Payment Terms : {payment_instructions} Verification Telephone : {payment_verification_phone} Price Adjustment : {adjustment_summary} Earnout : {earnout_summary} Purchase Price Escrow or Holdback : {escrow_summary} Personal Data : {personal_data_summary} Transition Services : {transition_summary} Indemnification : {indemnity_summary} Liability Limits and Remedies : {remedies_summary} Governing Law : {governing_law} Dispute Resolution : {dispute_process} ## Terms and Schedules ### Schedule Index Schedule A (Purchased Assets) Schedule B (Excluded Assets) Schedule C (Assumed Liabilities and Allocations) Schedule D (Transfers and Consents) Schedule E (Closing Deliverables and Acceptance) Schedule F (Disclosure Exceptions) Schedule G (Financial Information) Schedule H (Related Agreements) Schedule I (Data Transfer and Retention) (if elected or applicable) Schedule J (Transition Services) (if elected or applicable) Schedule K (Liability Limits and Remedies) Schedule L (Purchase Price Adjustment) (if elected or applicable) Schedule M (Earnout) (if elected or applicable) Schedule N (Purchase Price Escrow and Holdback) (if elected or applicable) Schedule O (Indemnification) (if elected or applicable) Schedule P (Claims Procedure) (if elected or applicable) ### Definitions Purchased Assets means only the rights identified in Schedule A (Purchased Assets). Excluded Assets means the assets retained under Schedule B (Excluded Assets). Assumed Liabilities means only the obligations expressly assumed under Schedule C (Assumed Liabilities and Allocations). Agreement Date means the date stated in Key Terms. Closing means consummation of the purchase and sale under the Closing section. Outside Date means the outside date stated in Key Terms. The schedules form part of this Agreement. References to a schedule include its stated semantic title. Schedule descriptions and express operative terms control over summaries. ### Purchase and Sale #### Purchased and Excluded Assets At Closing, Company sells and transfers the Purchased Assets to Buyer. No shares, membership interests or other equity interests are transferred. Schedule A (Purchased Assets) identifies each transferred right and its owner. A right owned by another person transfers only under that person's signed instrument. The Excluded Assets remain with Company. Necessary rights in retained assets are licensed only as stated in Schedule D (Transfers and Consents). #### Assumed and Retained Liabilities Buyer assumes only liabilities expressly identified as assumed in Schedule C (Assumed Liabilities and Allocations), and only to the extent stated there. Company remains responsible for all other liabilities of Company and the Business, including obligations arising from Company's breach before Closing, except to the extent Schedule C (Assumed Liabilities and Allocations) expressly identifies and allocates a particular obligation otherwise. Transfer of an asset or delivery of a credential does not expand Buyer's assumption. Receipts and performance obligations are allocated as follows: {allocation_terms} Schedule C (Assumed Liabilities and Allocations) identifies the applicable allocation for each assumed obligation and states how obligations spanning an allocation period are apportioned. These allocations do not change the time of Closing or the delivery and acceptance requirements in Schedule E (Closing Deliverables and Acceptance). Tax allocation and any purchase price adjustment are governed by their respective provisions. Each party shall forward any payment or demand belonging to the other under that allocation, provide supporting records, and settle amounts on the timetable in Schedule C (Assumed Liabilities and Allocations). No party may recover the same item twice through liability allocation, price adjustment, escrow or a claim. ### Purchase Price #### Payment The Purchase Price is the amount stated in Key Terms, modified only by the adjustment or earnout expressly included in this Agreement. Buyer shall pay Company in accordance with the Payment Terms in Key Terms. Before payment, Buyer shall call the verification telephone number stated in Key Terms to confirm the recipient and account instructions with the intended recipient. A change of payment destination requires the same telephone verification and the recipient's written confirmation. A telephone number supplied only in the change request is not the verification number. An unverified email alone does not change payment instructions. #### Purchase Price Adjustment The parties shall calculate and settle the price adjustment under Schedule L (Purchase Price Adjustment). Each party shall provide the records required by those terms and may challenge a calculation through the stated process. An accounting determination resolves only matters assigned to that process; other disputes remain subject to the dispute provision. #### Earnout Buyer shall calculate and pay contingent consideration under Schedule M (Earnout). The stated operating obligations, reporting access and dispute process govern the measurement periods. No projection or historical result guarantees an earnout payment. Changes in ownership, operations or accounting affect the earnout only as those terms provide. #### Purchase Price Escrow and Holdback The parties shall fund and administer the purchase-price escrow or holdback under Schedule N (Purchase Price Escrow and Holdback). Schedule N (Purchase Price Escrow and Holdback) identifies separately any price-adjustment reserve, indemnity reserve or payment held pending transfer acceptance. Source-code custody or transaction escrow is governed only by the separate instructions identified in Schedule H (Related Agreements). This Agreement imposes no obligation on an escrow agent beyond those the agent accepts in signed instructions. Those instructions and Schedule H (Related Agreements) shall resolve any inconsistency before funding. A transfer test is satisfied only under Schedule E (Closing Deliverables and Acceptance); delivery of a password alone is not acceptance. Release of funds does not waive a surviving claim unless Schedule K (Liability Limits and Remedies) expressly provides that result. #### Taxes and Reporting The parties allocate transfer taxes, purchase-price reporting and related cooperation as follows: {tax_allocation} Each shall provide the information needed for the agreed reporting and notify the other of a material inconsistency or challenge affecting that allocation. Contractual allocation between the parties does not release any party from an obligation owed to a taxing authority. ### Representations and Warranties #### Company and Seller Representations Company and Seller each represent that they have authority to execute and perform this Agreement and have obtained the approvals required from their governing persons, if any. Company represents that it owns the rights identified as owned in Schedule A (Purchased Assets), has identified licensed rights separately, and can convey the owned Purchased Assets free of liens other than those Buyer accepts in Schedule F (Disclosure Exceptions). Company shall deliver releases for other liens at Closing. Seller represents that Seller owns the interest in Company disclosed in Schedule F (Disclosure Exceptions) and that the information Seller personally provides for the schedules is materially accurate and complete within their stated scope. Seller shall perform Seller's assigned transfer and cooperation obligations. The parties allocate Seller's personal liability as follows: {seller_liability_terms} #### Buyer Representations Buyer represents that it has authority to execute and perform this Agreement, has obtained its required internal approvals, and, except as an expressly elected financing condition provides, has the funds needed to make the payments due at Closing. Buyer's execution and performance do not violate its organizational documents or any agreement binding on Buyer in a way that prevents this transaction. #### Intellectual Property and Dependencies Company shall deliver the assignments identified in Schedule E (Closing Deliverables and Acceptance) for the intellectual-property rights purchased, together with the ownership evidence identified in Schedule A (Purchased Assets). Schedule F (Disclosure Exceptions) discloses incomplete employee, founder or contractor assignments and claims affecting those rights. Company represents that Schedule A (Purchased Assets) distinguishes its owned work from third-party materials and that Schedule D (Transfers and Consents) identifies the licenses and retained rights on which continued operation depends, including material open-source obligations. No third-party license is enlarged by this Agreement. Any Company-retained right needed by Buyer shall be licensed under the expressly completed terms in Schedule D (Transfers and Consents); no license is supplied merely by labeling an asset transferable. #### Financial Information Schedule G (Financial Information) states the financial and operating measures on which the parties agree to rely, their periods and definitions, and the supporting exports and reconciliations. Company represents that the information it provides for that schedule is materially accurate and complete within the stated definitions, except as specifically disclosed in Schedule F (Disclosure Exceptions). Company shall identify unresolved differences rather than netting them away without explanation. Partial-period results, projections and seller explanations shall be identified separately from reconciled completed-period results. Buyer shall receive the review access specified in Schedule G (Financial Information), subject to the data and security controls in this Agreement. #### Disclosures and Changes Schedule F (Disclosure Exceptions) identifies each exception by the representation or obligation it qualifies and describes it sufficiently to disclose the relevant matter. A document dump or link alone does not qualify a representation. Company shall disclose material claims, security incidents and transfer restrictions affecting the Purchased Assets in the corresponding entries. Each party shall correct material changes in information it supplies before releasing its signature. A notice does not amend a representation, waive a condition or change the price without the affected party's express written agreement. #### Elected Seller Qualifiers Only the representations expressly identified in the following completed terms are qualified, and only by the stated standard: {seller_qualifier_terms} No knowledge or materiality qualification applies to authority, title, ownership or the express asset and liability perimeter. No other provision is qualified unless those completed terms identify it specifically. A knowledge standard must identify the knowledge holder and required inquiry. ### Closing and Transfers #### Closing; Conditions and Consummation The parties enter into this binding Agreement on the Agreement Date. They shall conduct Closing on the Scheduled Closing stated in Key Terms, by {closing_method}, if the applicable conditions in Schedule E (Closing Deliverables and Acceptance) have been satisfied or waived by the party entitled to waive them. Closing does not occur merely because a signature, credential, provisional access or escrow deposit is delivered. At consummation, the parties shall release the payments and Closing deliveries, title and risk to the Purchased Assets pass to Buyer, and Buyer assumes the Assumed Liabilities, in each case as this Agreement provides. The parties shall record the actual Closing time. Schedule E classifies every item as closing-condition, escrow-release-condition or post-closing-obligation and states the responsible party, due date, evidence, affirmative test, reviewer, defect notice, cure, retest and failure consequence. No classification is inferred. Provisional access before Closing is limited to the stated evaluation or preparation purpose and does not transfer title, risk, operational responsibility or acceptance. Company shall perform the agreed corrections. Silence does not constitute acceptance unless Schedule E expressly provides otherwise. Technical acceptance does not enlarge assumed liabilities or release surviving claims. No party can waive a legal prohibition or a nonparty's rights. #### Elected Buyer Financing Condition Buyer's obligation to close is subject to the following expressly elected financing condition: {buyer_financing_condition} No financing condition applies when this section is not elected, and a change in Buyer's financing arrangements does not excuse performance except as these completed terms expressly provide. #### Domain Transfer For each purchased domain, Schedule D (Transfers and Consents) identifies its registrar, registrant, expiration, locks and required transfer procedure. Company shall initiate the permitted registrar process, provide the required authorizations through a secure channel, and cooperate until Buyer is recorded as registrant with working administrative and recovery control. Schedule E (Closing Deliverables and Acceptance) specifies DNS, certificate, email and continuity tests. A domain is not accepted solely because its website remains accessible. #### Software and Released Versions Company shall deliver the identified repository contents, history, build instructions, dependencies, deployment configuration and documentation listed in Schedule A (Purchased Assets) and Schedule E (Closing Deliverables and Acceptance), excluding secrets transferred separately through the approved secure process. Those schedules shall distinguish the delivered source revision, production build, store release and any pending replacement. Company shall identify discrepancies in Schedule F (Disclosure Exceptions). Buyer shall perform the agreed build, deployment and functional tests under Schedule E (Closing Deliverables and Acceptance); submission for third-party approval is not approval or deployment. #### Accounts, Contracts and Consents Schedule D (Transfers and Consents) identifies each assigned contract and affected provider account, transfer restrictions, consent status and approved transfer or migration method. Company shall request the required permissions and perform its assigned steps. Buyer shall establish the receiving accounts and permissions assigned to it. No party is required to share a personal identity, misrepresent ownership or violate a provider restriction to effect a transfer. No restricted right passes in breach of the applicable restriction. For any missing permission, Schedule D (Transfers and Consents) shall state whether the affected item is a Closing condition, excluded with an agreed price consequence, deferred under a specifically permitted arrangement, or a reason not to consummate the transaction. Buyer shall not be deemed to accept a substitute or a liability because it receives temporary access. A deferred arrangement requires written agreement on rights, costs, responsibility, deadline and failure consequences and any necessary third-party permission. #### Data Transfer and Retained Copies Schedule I (Data Transfer and Retention) controls which personal information may transfer, its permitted purposes and the notices, consents or other transfer basis applicable to each category. Before migration the parties shall complete the permissions and safeguards specified there. Information without a completed permitted transfer route shall be excluded or held back under an expressly agreed plan; operational convenience alone does not authorize its transfer. Each party shall use the secure migration, access and incident procedures in Schedule I (Data Transfer and Retention). Company shall segregate any permitted retained copy, limit its use to the stated purpose and delete it on the stated timetable, subject to the specified retention basis. Company's retained email contents do not transfer merely because an address or support function transfers. Buyer shall apply the agreed access controls and purpose restrictions after receipt. #### Subscriptions and Customer Obligations Schedule C (Assumed Liabilities and Allocations) allocates prepaid service obligations, unused credits, refunds, payment disputes, chargebacks and customer entitlements by the stated cutoff or other specified rule. Schedule D (Transfers and Consents) identifies any customer or processor approval needed for continuity. The parties shall reconcile the opening customer obligations and processor balances with supporting records under Schedule E (Closing Deliverables and Acceptance). A replacement account, clone or new merchant arrangement shall not be treated as preserving existing subscriptions until the agreed continuity tests pass. #### Secure Handover The parties shall exchange credentials and recovery material through the secure method identified in Schedule E (Closing Deliverables and Acceptance), separately from public schedules. Buyer shall establish its own administrator, billing, multifactor and recovery control. Company shall remove its access, delegated permissions and reusable tokens as required by the tested handover sequence, retaining only the limited access expressly needed for transition services. The parties shall confirm revocation and backup or recovery tests before declaring the related transfer complete. No party shall destroy records that the other is entitled to receive under this Agreement. ### Covenants #### Interim Operations From the Agreement Date until Closing or earlier termination, Company and Seller shall comply with the following completed interim covenants: {interim_covenants} Any consent right applies only to the actions identified there and may not be used to control ordinary operations beyond the agreed scope. Company shall preserve the Business and Purchased Assets, pursue the assigned consents and notify Buyer of developments affecting a Closing condition, subject to the completed qualifications and exceptions. #### Transition Services Company shall provide the services and documentation in Schedule J (Transition Services). Access shall be limited to those services and expire on the stated exit date. Work outside the stated scope requires agreement on scope, price and timing before it begins. The parties shall follow the escalation and exit procedure in Schedule J (Transition Services), including revocation of transition access and delivery of unfinished work. #### Cooperation After Closing, each party shall provide reasonably requested records and execute the additional instruments needed to complete the transfers and allocations expressly agreed here. This obligation does not add assets, enlarge assumed liabilities, create an unagreed license or require violation of a third-party restriction. Additional services and out-of-pocket costs shall be handled under the agreed transition terms or a separate written agreement. #### Confidentiality Each party shall protect nonpublic information received from the other for this transaction and use it only to evaluate or perform the transaction, except for acquired information Buyer may use to operate the acquired Business within its permitted rights. A party may disclose information to advisers who need it and are bound to protect it, or as required by legal process, with notice to the other party when permitted. Information demonstrably public without breach, already lawfully held, independently developed or lawfully received without restriction is excluded. Continuing confidentiality instruments and their priority are identified in Schedule H (Related Agreements). #### Termination Before Closing Before Closing, this Agreement may be terminated only under the following completed terms: {termination_terms} Those completed terms must state whether either party may terminate if Closing has not occurred by the Outside Date and must state any exception to that right. Termination must address any surviving confidentiality and dispute terms, deposited funds, provisional access, credentials, copied data, partially performed transfer work, costs and return or destruction duties. On termination, each party shall revoke access it granted for preparation or inspection and follow the agreed secure return, deletion or release procedure. Termination does not itself release an accrued claim or bind an escrow agent or other nonparty. #### Seller Representative Seller appoints a representative only on the following completed terms: {seller_representative_terms} The appointment does not expand Seller's substantive obligations or authorize amendment of another party's rights. Buyer may rely only on actions within the stated authority. Replacement and notice become effective only under the completed procedure. ### Indemnification and Remedies #### Indemnification The parties shall indemnify the identified beneficiaries for the claims and losses expressly allocated in Schedule O (Indemnification). Claims shall follow Schedule P (Claims Procedure). Schedule K (Liability Limits and Remedies) governs limitations, survival and interaction with other remedies. No settlement may impose a nonmonetary obligation or admission on a person without that person's written consent. Amounts paid for the same loss through another remedy shall be credited to prevent duplicate recovery. #### Survival and Remedies The parties' agreed treatment of survival, caps, thresholds, excluded losses, exclusivity, fraud and setoff is stated in Schedule K (Liability Limits and Remedies). Acceptance of an asset, payment of the price or release from escrow does not itself waive a claim. A waiver requires the affected party's signed writing identifying the claim or right waived. Nothing in this Agreement authorizes any party to bind a nonparty to a release or limitation. ### General Provisions #### Entire Agreement and Amendments The related-instrument register and agreed priority are set out in Schedule H (Related Agreements). For each provider form, marketplace purchase agreement, escrow instruction, letter of intent or other related instrument, Schedule H must identify its title, parties, date and version, state whether it continues, is incorporated or is superseded, and identify the provisions displaced or controlling in a conflict. As between the parties, this Agreement controls the asset purchase to the extent Schedule H expressly gives it priority. This priority does not amend or release a nonparty's rights without that person's agreement. This Agreement and its completed schedules constitute the parties' agreement on the asset purchase, together with the instruments expressly incorporated or continued there. Earlier proposals or diligence responses do not modify these terms solely because they were exchanged. An amendment must identify the provision changed and be signed by the parties bound by that change. Any overlapping payment or recovery under a related instrument shall be credited against recovery for the same loss or obligation under this Agreement. #### Governing Law and Disputes This Agreement is governed by the Governing Law stated in Key Terms. Disputes, including requests for interim relief and service, are governed by the Dispute Resolution terms stated there. #### Notices Notices shall be delivered to the applicable Notice Address in Key Terms. Delivery and effectiveness are governed by {notice_effectiveness}. Each party may change its Notice Address by notice under this section. Operational messages do not amend this Agreement. #### Assignment and Counterparts Buyer may collaterally assign its rights under this Agreement to a lender financing the acquisition without the other parties' consent. That assignment does not delegate Buyer's obligations, release Buyer or impose new obligations on Company or Seller. Any other assignment or delegation requires the other parties' written consent. A release of the original obligor must be express. This Agreement benefits the parties and their permitted successors and assigns. Any indemnity beneficiaries must be identified in the indemnity terms. If a provision cannot be enforced, the remaining provisions continue to the extent the agreed transaction can still be performed. The parties may sign counterparts and exchange electronic signatures, which together form one instrument. ### Schedule A (Purchased Assets) {schedule_assets} ### Schedule B (Excluded Assets) {schedule_exclusions} ### Schedule C (Assumed Liabilities and Allocations) {schedule_liabilities} ### Schedule D (Transfers and Consents) {schedule_transfers} ### Schedule E (Closing Deliverables and Acceptance) {schedule_deliverables} ### Schedule F (Disclosure Exceptions) {schedule_disclosures} ### Schedule G (Financial Information) {schedule_revenue} ### Schedule H (Related Agreements) {schedule_priority} ### Schedule I (Data Transfer and Retention) {schedule_data} ### Schedule J (Transition Services) {schedule_transition} ### Schedule K (Liability Limits and Remedies) {schedule_remedies} ### Schedule L (Purchase Price Adjustment) {schedule_adjustment} ### Schedule M (Earnout) {schedule_earnout} ### Schedule N (Purchase Price Escrow and Holdback) {schedule_escrow} ### Schedule O (Indemnification) {schedule_indemnity} ### Schedule P (Claims Procedure) {schedule_claims} ## Signatures **Buyer**: {buyer_name} Signature: ____________________ Signatory: {buyer_signer} Title: {buyer_signer_capacity} Date and time: ____________________ **Company**: {company_name} Signature: ____________________ Signatory: {company_signer} Title: {company_signer_capacity} Date and time: ____________________ **Seller**: {seller_name} Signature: ____________________ Date and time: ____________________ --- For repeat use, install the skill: `npx skills add open-agreements/open-agreements` (agreement templates + 50-state practice guides). _Machine-readable formats — [HTML](https://openagreements.org/templates/openagreements-online-business-asset-purchase-agreement) · [JSON](https://openagreements.org/templates/openagreements-online-business-asset-purchase-agreement/template.json) · [Word (.docx)](https://openagreements.org/templates/openagreements-online-business-asset-purchase-agreement/template.docx) · [Agent Skill](https://openagreements.org/skills/open-agreements/SKILL.md) · Fill via MCP: `https://openagreements.org/api/mcp`_