Asset Transfer Agreement An Asset Transfer Agreement governs the transfer of specific assets, specifying asset details, transfer terms, purchase price, and representations and warranties related to the assets.
This Asset Transfer Agreement (the "Agreement") is entered into as of the date of the last signature hereto[:]
PRECISIONTECH INNOVATIONS, a company organized and existing under the laws of the United States, with a registered address at [INSERT ADDRESS] (the "Seller");
DIGITALSOLUTIONS LLC, a limited liability company organized and existing under the laws of the United States, with a registered address at [INSERT ADDRESS] (the "Buyer").
(each a "Party" and collectively the "Parties")
WHEREAS, Seller is the owner of certain proprietary software known as "QuickLaunch" (the "Software");
WHEREAS, Buyer desires to acquire the Software from Seller, and Seller desires to sell and transfer the Software to Buyer, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
3.1. "Assets" means the Software, including all related documentation, materials, source code, object code, any related intellectual property rights, and any updates and modifications thereto, whether made before or after the date of this Agreement.
3.2. "Effective Date" means the date of the last signature hereto as set forth above.
4.1. Transfer of Assets
Subject to the terms and conditions of this Agreement, Seller hereby sells, conveys, transfers, and assigns to Buyer, and Buyer hereby acquires and accepts from Seller, all of Seller's right, title, and interest in and to the Assets, free and clear of any and all Liens.
4.2. Purchase Price
In consideration of the transfer of the Assets, Buyer shall pay Seller a purchase price of [INSERT PURCHASE PRICE] USD (the "Purchase Price") within [INSERT NUMBER OF DAYS] days after the Effective Date by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer.
5.1. Seller's Representations and Warranties
Seller represents and warrants to Buyer that, as of the Effective Date:
(a) Seller is the sole and exclusive owner of the Assets, and Seller has the right, power, and authority to sell, convey, transfer, and assign the Assets to Buyer as contemplated by this Agreement;
(b) the Assets are free and clear of any and all Liens;
(c) Seller has the full right, power, and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, including the sale and transfer of the Assets to Buyer;
(d) no third party consents, approvals, or authorizations are required in connection with the execution, delivery, and performance of this Agreement by Seller;
(e) to the best of Seller's knowledge, there are no pending or threatened claims, actions, or proceedings relating to the Assets, nor are there any existing conditions or circumstances that could give rise to such claims, actions, or proceedings;
(f) to the best of Seller's knowledge, the Software does not infringe upon or misappropriate the intellectual property rights of any third party; and
(g) to the best of Seller's knowledge, the Software is free from defects in design, material, and workmanship.
5.2. Buyer's Representations and Warranties
Buyer represents and warrants to Seller that, as of the Effective Date:
(a) Buyer has the full right, power, and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, including the purchase and acquisition of the Assets from Seller;
(b) the execution, delivery, and performance of this Agreement by Buyer do not constitute a breach or violation of, or a default under, any agreement, instrument, or other obligation to which Buyer is a party, or by which Buyer is bound;
(c) no third party consents, approvals, or authorizations are required in connection with the execution, delivery, and performance of this Agreement by Buyer; and
(d) Buyer has the financial capacity to pay the Purchase Price.
6.1. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the United States, without regard to its conflict of law principles.
6.2. Dispute Resolution
Any disputes, controversies, or claims arising out of or relating to this Agreement, including disputes about the formation, interpretation, or validity of this Agreement, shall be exclusively and finally settled through arbitration administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules then in effect, which shall apply to the maximum extent permitted by law.
7.1. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings, representations, warranties, promises, or agreements between the Parties on the same subject matter.
Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
7.3. Amendments and Waivers
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
This Agreement may be signed in counterparts, which taken together shall constitute one and the same instrument. Electronic signatures shall be valid and binding for all purposes.
All notices, requests, claims, demands, and other communications hereunder must be in writing and shall be deemed to have been given upon actual receipt by the intended recipient, if sent by hand delivery, overnight courier, email, or registered mail to the addresses set forth above.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date.
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