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PLAYBOOK TEMPLATES

Asset Purchase Agreement

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.

Payment Terms

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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FIRST NAME*
LAST NAME*
BUSINESS EMAIL ADDRESS*
COMPANY*
TITLE*
COUNTRY*
PHONE (OPTIONAL)
WHAT DO YOU WANT TO LEARN?*
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WEEK 1
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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.
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WEEK 4
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