The Asset Purchase Agreement is a legal document used in California to facilitate the transfer of business assets between a seller and a buyer. This agreement outlines the specific assets being transferred, such as equipment, inventory, and goodwill, along with the purchase price and payment terms. It provides provisions regarding liabilities assumed by the buyer, defines excluded assets, and includes warranties and representations made by both parties. The agreement emphasizes the importance of clarity regarding the conditions of the business and includes sections on indemnification and termination. Users should modify the form to fit their specific circumstances and delete any provisions that do not apply. This form is particularly useful for attorneys, business partners, owners, associates, paralegals, and legal assistants who assist in business transactions, ensuring all legal and procedural safeguards are met during asset acquisitions.