Website Asset Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

Website Asset Purchase Agreement

"I need a Website Asset Purchase Agreement for acquiring an e-commerce website along with its domain name, content, and customer database, with the transaction to complete by March 15, 2025."

Document background
The Website Asset Purchase Agreement is essential for transactions involving the sale and transfer of website-related assets in Canada. This document is typically used when a business or individual wishes to acquire a website's complete assets, including its domain name, content, intellectual property, user data, and associated technologies. The agreement ensures compliance with Canadian federal and provincial regulations, particularly the Personal Information Protection and Electronic Documents Act (PIPEDA), the Copyright Act, and provincial e-commerce laws. It addresses crucial aspects such as asset valuation, transfer procedures, warranties, and post-closing obligations. The document is particularly important in protecting both parties' interests by clearly defining the scope of assets being transferred, handling privacy and data protection requirements, and establishing clear terms for the transition of digital property rights.
Suggested Sections

1. Parties: Identification of the seller and purchaser of the website assets

2. Background: Context of the transaction and brief description of the website assets being transferred

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including purchase price and payment terms

5. Assets Being Transferred: Detailed description of all website assets including domain names, content, code, databases, and associated IP

6. Closing: Closing date, conditions, and mechanics of the transfer

7. Representations and Warranties of Seller: Seller's warranties regarding ownership, functionality, compliance, and disclosed information

8. Representations and Warranties of Purchaser: Purchaser's warranties regarding authority and ability to complete the transaction

9. Covenants: Ongoing obligations of both parties before and after closing

10. Intellectual Property Transfer: Specific provisions for transferring IP rights and domain names

11. Privacy and Data Protection: Provisions regarding the transfer of user data and privacy compliance

12. Indemnification: Indemnification obligations of both parties

13. Confidentiality: Provisions regarding confidential information shared during the transaction

14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Third-Party Consents: Required when the website has contracts or licenses requiring third-party approval for transfer

2. Employee and Contractor Transfer: Needed when website maintenance staff or contractors are being transferred

3. Transition Services: Include when the seller will provide post-closing support or training

4. Non-Competition: Include when restricting seller from competing with the transferred website

5. Revenue Sharing: When part of the purchase price includes future revenue sharing arrangements

6. Source Code Escrow: When critical source code needs to be held in escrow

7. International Transfer Provisions: Required for websites serving multiple jurisdictions or involving cross-border transfers

Suggested Schedules

1. Schedule A - Website Assets Description: Detailed inventory of all website components being transferred

2. Schedule B - Domain Names: List of all domain names and registration details

3. Schedule C - Intellectual Property: Comprehensive list of IP assets including trademarks, copyrights, and patents

4. Schedule D - Third-Party Software: List of third-party software, licenses, and subscriptions

5. Schedule E - Technical Documentation: Documentation regarding website architecture, hosting, and maintenance

6. Schedule F - User Data and Privacy Policies: Details of user data being transferred and associated privacy policies

7. Schedule G - Excluded Assets: List of assets specifically excluded from the transfer

8. Schedule H - Purchase Price Allocation: Breakdown of purchase price allocation across different asset categories

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

E-commerce

Digital Media

Online Retail

Software Development

Digital Marketing

Content Creation

Online Services

Digital Publishing

Internet Infrastructure

Web Hosting

Digital Entertainment

Relevant Teams

Legal

Information Technology

Digital Operations

Corporate Development

Finance

Risk Management

Compliance

Information Security

Digital Strategy

Technical Operations

Content Management

Relevant Roles

Chief Technology Officer

Digital Assets Manager

Website Administrator

Legal Counsel

Privacy Officer

Intellectual Property Lawyer

E-commerce Manager

Digital Operations Director

Chief Digital Officer

Website Development Manager

Digital Content Manager

IT Director

Chief Information Officer

Digital Acquisition Manager

Corporate Development Executive

General Counsel

Digital Strategy Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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