An Asset Purchase Agreement governs the sale and transfer of specific business assets, detailing what is included, excluded, and how liabilities are handled. This playbook walks through due diligence, valuation considerations, and risk allocation terms essential for a clean transaction.
Why This Matters: Vague financial terms can cause payment delays, disputes, and unexpected costs, undermining financial stability and damaging the commercial relationship.
Negotiation strategy
If you're the Buyer:
Ensure payment milestones are clearly defined with specific percentages and conditions. Verify invoicing requirements include detailed descriptions and timelines for approval or dispute.
If you're the Seller:
Confirm payment schedules specify the method and timing of payments. Check dispute resolution clauses provide a clear process and timeline for resolving issues.
Essential elements
1
Payment Milestones
Defines stages for payment release.
2
Invoicing Requirements
Details needed for invoice approval.
3
Late Payment Remedies
Conditions for interest and suspensions.
Action framework
ACCEPT
Propose edits when terms lack clarity or fairness.
EDIT
Reject if terms are ambiguous or non-compliant.
ADD
Add clauses to prevent ambiguity and disputes.
PRO TIP
Always ensure payment terms align with company policy and legal standards.
Example clauses
FAVORABLE
Preferred Payment Milestones
"The Buyer shall make payments to the Seller in accordance with the following milestones: (i) 25% of the Purchase Price upon execution of this Agreement; (ii) 50% of the Purchase Price upon delivery of the Assets; and (iii) the remaining 25% of the Purchase Price upon successful completion of the inspection period, not to exceed 30 days from the delivery date."
NEUTRAL
Currency Exchange Clause
"Payments shall be made in USD, and any currency conversion costs shall be borne by the Buyer."
UNFAVORABLE
Ambiguous Payment Terms
"Payments shall be made as agreed upon by both parties without specific timelines or conditions."
Fallbacks
International Transactions
Review for compliance with international payment regulations and currency exchange considerations.
High-Risk Projects
Include additional security measures and payment guarantees to mitigate risk.
Long-Term Contracts
Consider periodic reviews and adjustments to payment terms to reflect market changes.
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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