Services / Asset Purchases We represent both buyers and sellers of small corporations, LLCs, partnerships, and sole proprietorships. These transactions are generally structured as a purchase and sale of the assets of the business and not for the ownership of the selling entity itself. Frequently these assets include a good deal more than simply the physical equipment of the business. Such assets often include a number of intangible assets such as the customer goodwill, customer lists, trademarks and service marks, accounts receivable, open contracts, franchise agreements, trade secrets and other intellectual property. We will typically either draft the asset purchase and sale agreement or to negotiate revisions to the purchase agreement if the other party's attorney has already done so. Business Asset Purchase and Sale Agreements The complexity of these agreements depends on the type of business being purchased and sold. For example, the purchase and sale of a gasoline station will involve careful negotiation concerning potential environmental liabilities. As noted above, the assets being sold may include a good deal of intangibles, such as customer goodwill, trademarks, and trade secrets. In some small business sales, the transfer is of a franchise business, in which case, the franchisor must consent to the transfer of the franchise from seller to buyer. On both the buyer's and the seller's sides, a critical area of asset sale agreement negotiation is in the disclosure and disclaimer of liabilities. Many assets, particularly intangible assets such as executory contracts, intellectual property rights, licenses, etc. come with strings attached. We help buyers perform their due diligence in small business purchases and help sellers examine carefully what they are selling and avoid unanticipated warranties. > Go Back to Services<