Business APA Document

BUSINESS APA DOCUMENT

This Asset Purchase Agreement (the Agreement) is made and entered into as of Effective Date: by and between Seller Name: and Buyer Name: .

RECITALS

WHEREAS, Seller is the lawful owner of the business and certain tangible and intangible assets associated with the operation of the business known as , with principal place of business at ;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the assets used in the Business, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that all transfers effected by this Agreement constitute a sale of assets and that the purchase price reflect fair and adequate consideration for the assets being transferred.

SCOPE OF WORK / ASSETS TO BE TRANSFERRED

Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Seller, the assets of the Business, including but not limited to the following (collectively, the Assets). The parties will document specific assets and exclusions in the space below.

PAYMENT TERMS

Purchase Price: Buyer shall pay to Seller an aggregate purchase price equal to $ (the Purchase Price), subject to the adjustments and prorations set forth in this Agreement.

Late Payment: Any payment not paid when due shall bear interest at the lesser of (a) per month and (b) the maximum rate permitted by applicable law. In addition, Buyer shall pay any reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall become effective on Start Date: and shall terminate on End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the non-breaching party provides written notice and the breaching party fails to cure within days after receipt of such notice.

Upon termination, all rights to the Assets that have not been conveyed to Buyer shall remain with Seller and each party shall return confidential materials of the other in accordance with the Confidentiality provisions below.

CONFIDENTIALITY

Definition: For purposes of this Agreement, Confidential Information means all non-public, proprietary or business information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally or in writing, including financial information, customer and supplier lists, trade secrets, pricing, processes, technical data, and business plans.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except for purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, advisors, or affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations under this section shall survive termination or expiration of this Agreement for a period of years.

REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that (a) Seller has good and marketable title to the Assets free and clear of all liens, claims and encumbrances except those disclosed in writing to Buyer; (b) the execution and performance of this Agreement by Seller will not violate any contract, court order or law; and (c) Seller has full corporate power and authority to sell the Assets.

Buyer represents and warrants to Seller that Buyer has full corporate power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement by Buyer will not violate any contract, court order or law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign its rights to an affiliate or in connection with a merger or change of control.

Remedies: The parties acknowledge that a breach of certain provisions of this Agreement (including confidentiality and transfer of intellectual property) would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief.

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