What provisions should be in the purchase agreement? An asset purchase agreement (APA) is a legally binding document that details the terms and conditions related to the purchase and sale of a company's assets.Both parties agree on a price, terms, deal structure, and other details of the transaction. You'll outline key details like the purchase price, escrow terms, indemnification, and more using clear, concise language to bind both parties. Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business.