# Asset purchase agreement — outline

**Draft outline, not legal advice, and not yet reviewed by a lawyer.** Read it,
change it, and have someone qualified in your jurisdiction look at it before
either side signs. didihit1mmrr.com is a listing venue: we are not a party to
your transaction, not your broker, and not your counsel.

This is the document that actually transfers the startup. Everything the LOI
said it intended, this one does — in binding language, with an inventory.

## What this document needs to say

1. **Parties, date, effective date.**
2. **The asset schedule.** An itemised list, as an exhibit, with an identifier
   for each entry:
   - domain names and registrar accounts
   - source code repositories, and every account that hosts them
   - the database, and any backups or exports
   - the customer list, and the lawful basis for transferring it
   - payment provider accounts (or, more often, the buyer's own new account and
     a migration plan — Stripe and friends rarely transfer)
   - hosting, DNS, email, analytics, error tracking
   - trademarks, logos, brand assets, and the files they came from
   - social handles, app-store listings, newsletter list and its provider
   - documentation, and any third-party licences that travel with the code
3. **Excluded assets and excluded liabilities.** What the seller keeps, and
   what the buyer is explicitly not taking on.
4. **Purchase price and payment mechanics.** Amount, currency, escrow provider,
   release conditions, and who pays which fee.
5. **Seller representations and warranties.** That they own what they are
   selling; that it does not infringe; that the revenue figures given are
   accurate; that there is no undisclosed litigation, debt or dispute; that
   customer data was lawfully collected.
6. **Buyer representations.** Authority to enter the agreement, and funds
   available.
7. **Covenants between signing and closing.** The seller keeps the thing
   running and does not strip it.
8. **Closing mechanics.** A step-by-step transfer order, with who confirms
   what. Escrow releases when the buyer confirms receipt, so the order matters.
9. **Indemnities and caps.** Who covers what if a warranty turns out to be
   wrong, up to what amount, for how long.
10. **Transition services.** Hours, window, scope, and payment.
11. **Non-compete and non-solicit.** Narrow, time-boxed, and geographically
    sane.
12. **Confidentiality.** Surviving the closing.
13. **Governing law, forum, dispute resolution.**
14. **Signatures**, with the asset schedule attached as an exhibit.

## Notes

- Data protection is the clause people skip. If the customer list includes
  people in the EU or UK, the transfer needs a lawful basis and the buyer
  inherits real obligations. Say so in the agreement rather than discovering it
  afterwards.
- Payment accounts almost never transfer. Plan the revenue migration
  explicitly, and expect a gap in the numbers around the handover.
- Fees paid to didihit1mmrr.com are listing fees only. We take no commission,
  we are not a party to this agreement, and no money in this transaction passes
  through us.