¶¶Òõ¶ÌÊÓƵ

Asset Sale Contract Generator for the USA

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Asset Sale Contract

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Asset Sale Contract

"I need an Asset Sale Contract for the sale of manufacturing equipment and related IP from my technology company to a competitor, with closing scheduled for March 2025 and including specific provisions for employee transfer and training."

Document background
The Asset Sale Contract serves as the primary document in asset acquisition transactions within the United States. It is used when a business wants to sell specific assets rather than the entire company through a stock sale. The contract meticulously details which assets are being transferred, their condition, the purchase price, and any assumed liabilities. It incorporates various legal requirements under state and federal law, including UCC provisions, securities regulations, and industry-specific requirements. This type of agreement is particularly useful when buyers want to acquire specific assets without assuming all of the seller's liabilities or when sellers wish to retain certain assets or operations.
Suggested Sections

1. Parties: Identification of buyer and seller with full legal names and addresses

2. Background/Recitals: Context of the transaction and basic premises of the agreement

3. Definitions: Key terms used throughout the agreement

4. Assets Being Sold: Detailed description of assets included in the sale

5. Purchase Price: Amount and payment terms

6. Closing: Timing and mechanics of the transaction closing

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties

9. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Parties: Identification of buyer and seller with full legal names and addresses

2. Background/Recitals: Context of the transaction and basic premises of the agreement

3. Definitions: Key terms used throughout the agreement

4. Assets Being Sold: Detailed description of assets included in the sale

5. Purchase Price: Amount and payment terms

6. Closing: Timing and mechanics of the transaction closing

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties

9. Governing Law: Jurisdiction and applicable law

Suggested Schedules

1. Asset Schedule: Detailed listing of all assets being transferred

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

4. Contracts Schedule: List of contracts being assigned

5. Intellectual Property Schedule: Detailed list of IP assets being transferred

6. Real Property Schedule: Details of any real property assets included

7. Employee Schedule: List of employees and related information

8. Required Consents: List of third-party consents needed

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses




































Industries

Uniform Commercial Code (UCC): Primary commercial law framework in the US, particularly Article 2 (Sale of Goods) and Article 9 (Secured Transactions) which govern asset sales and secured interests

Securities Exchange Act: Federal law governing securities transactions, relevant if the assets being sold include securities or stock

Internal Revenue Code: Federal tax legislation that determines the tax implications and treatment of asset sales

Federal Intellectual Property Laws: Including Patent Act, Copyright Act, and Trademark Act (Lanham Act), crucial when the assets include intellectual property

WARN Act: Worker Adjustment and Retraining Notification Act - requires employers to provide advance notice of significant employment changes in asset sales

ERISA: Employee Retirement Income Security Act - governs employee benefits and pension plans that may be affected by the asset sale

COBRA: Consolidated Omnibus Budget Reconciliation Act - ensures continuation of health insurance coverage for employees affected by the sale

Environmental Protection Agency Regulations: Federal environmental regulations that must be considered when physical assets or property are involved in the sale

CERCLA: Comprehensive Environmental Response, Compensation, and Liability Act - addresses environmental liabilities in asset transfers

State Contract Laws: Specific state-level contract regulations that govern the formation and enforcement of the asset sale agreement

State Bulk Sales Laws: State-specific regulations governing the sale of business assets in bulk to protect creditors

State Tax Laws: State-specific tax regulations that may affect the asset sale transaction

State Environmental Regulations: State-level environmental requirements that may impact the transfer of certain assets

Hart-Scott-Rodino Act: Federal antitrust legislation requiring review of large transactions that may impact market competition

FIRRMA: Foreign Investment Risk Review Modernization Act - governs foreign investment in US assets and businesses

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Stock Sale Purchase Agreement

A U.S.-governed agreement documenting the sale and purchase of corporate shares, including terms, conditions, and obligations of the transaction.

find out more

Stock Ownership Agreement

A U.S.-governed legal agreement establishing terms and conditions for corporate stock ownership and transfer.

find out more

Small Business Stock Purchase Agreement

A U.S.-governed legal agreement for the purchase and sale of shares in a small business, outlining terms of ownership transfer and protecting parties' interests.

find out more

Share And Asset Purchase Agreement

A U.S.-governed agreement combining the sale of both shares and assets of a company, detailing terms, conditions, and warranties for the transaction.

find out more

Purchase Agreement For Machinery

A U.S.-governed agreement defining terms for machinery purchase, compliant with UCC and federal regulations.

find out more

Forward Share Purchase Agreement

A U.S.-governed agreement for the future purchase of shares at a predetermined price and date.

find out more

Equity Interest Transfer Agreement

A U.S.-governed agreement documenting the transfer of ownership interests between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Equity Interest Purchase Agreement

A U.S.-governed agreement documenting the purchase and sale of equity interests in a business entity.

find out more

Purchase Agreement For Farm Equipment

A U.S.-governed legal agreement for the sale and purchase of agricultural equipment, structured under the UCC and state laws.

find out more

Intellectual Property Asset Purchase Agreement

A U.S.-governed agreement for the purchase and transfer of intellectual property assets between parties, including patents, trademarks, copyrights, and trade secrets.

find out more

Ownership Interest Purchase Agreement

A U.S. legal agreement documenting the sale and transfer of ownership interests in a business entity, including terms, conditions, and obligations of the transaction.

find out more

Sale And Purchase Agreement For Company Shares

A U.S.-governed legal agreement documenting the sale and transfer of company shares between parties, subject to federal securities laws and state corporate regulations.

find out more

Member Interest Purchase Agreement

A U.S. legal agreement governing the sale and transfer of LLC membership interests between parties.

find out more

Stock Purchase Agreement Closely Held Corporation

A U.S.-governed agreement documenting the sale and transfer of shares in a closely held corporation, including terms, conditions, and transfer restrictions.

find out more

Stock Sale And Purchase Agreement

A U.S.-governed agreement documenting the terms and conditions for the sale and purchase of corporate stock between parties.

find out more

Machinery Purchase Agreement

A U.S.-governed agreement for the purchase of industrial machinery, covering terms of sale, specifications, and regulatory compliance.

find out more

Private Stock Sale Agreement

A U.S.-governed agreement documenting the sale and transfer of privately held company shares between parties, ensuring compliance with federal and state securities laws.

find out more

Used Equipment Purchase Agreement

A U.S.-governed legal agreement for the sale and purchase of pre-owned equipment, compliant with UCC requirements.

find out more

Corporate Stock Purchase Agreement

A U.S.-governed legal agreement documenting the sale and transfer of corporate stock between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Small Business Asset Purchase Agreement

A U.S.-governed agreement for the purchase and sale of small business assets, detailing terms of transfer and obligations of both parties.

find out more

Asset Agreement

A U.S.-governed legal agreement that formalizes the transfer or management of assets between parties.

find out more

Business Stock Purchase Agreement

A U.S.-governed legal agreement documenting the sale and transfer of business stock between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Digital Asset Purchase Agreement

A U.S.-governed agreement for the purchase and transfer of digital assets between parties, ensuring legal compliance and transaction security.

find out more

Asset Purchase And Sale Agreement

A U.S.-governed agreement documenting the sale and transfer of specific assets between a seller and buyer, including terms, conditions, and obligations of the transaction.

find out more

Inventory Purchase Agreement

A U.S. law-governed agreement that establishes terms and conditions for the purchase and sale of inventory items between commercial parties.

find out more

Software Asset Purchase Agreement

A U.S.-governed agreement for the purchase and transfer of software assets, including associated intellectual property rights and obligations.

find out more

Common Stock Purchase Agreement

A U.S.-governed agreement documenting the sale and purchase of common stock between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Private Stock Purchase Agreement

A U.S. legal agreement governing the sale and transfer of private company shares between parties.

find out more

Asset Purchase Contract

A U.S.-governed contract facilitating the transfer of specific assets from seller to buyer, detailing terms, conditions, and obligations of the transaction.

find out more

Asset Sale Contract

A U.S.-governed contract that documents the sale and transfer of specific assets between a seller and buyer, subject to state and federal laws.

find out more

Equity Purchase Agreement

A U.S.-governed agreement documenting the purchase and sale of equity interests between parties, including terms, conditions, and regulatory requirements.

find out more

Business Asset Sale Agreement

A U.S.-governed agreement for the sale and purchase of specific business assets, detailing terms, conditions, and obligations of the transaction.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.