It makes a big difference in how we write your agreement. We'll make the agreement favour you depending on if you're the buyer or the seller. 

Intellectual property includes:

• • trademarks
  • copyrights
  • industrial designs
  • trade secrets and confidential know-how
  • patents and patent applications
  • websites and internet domain name registrations
  • software code
  • and any other intellectual property

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property. 

This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant. 

It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.

There are some tax elections you can make if you're buying or selling pretty much all of the assets of a business. For example, you can defer GST/HST payments. Your accountant can help you understand how best to apply these deferrals in your circumstances. For now, click "yes" if you feel you're buying or selling basically all of the assets in the business. If not, click "no". 

Usually when you buy an asset from someone, you're just buying the thing and not any liabilities attached to it. For example when you buy a car you're getting the car, not the seller's car loan along with it. 

Sometimes though you may agree to take on the  liability that comes with the asset. In our car example, maybe the interest rate on the loan is really quite good so you agree to assume the seller's loan rather than getting your own financing. 

If you are taking on any liabilities attached to any of the assets you're buying, choose "yes". If you're not, then choose "no".

A promissory note is an "I owe you" for the balance that is paid off over time, usually with interest

This could be shares in the buyer's company or even another company (but usually it is shares in the buyer company)

For example, the buyer cannot claim anything against you until the amount claimed is at least $1,000. If you're unsure about the amount, 5% of the total purchase price is a good place to start. 

For example, no matter how bad its losses are, the buyer is not allowed to claim more than $10,000 against you. If you're unsure where to start, a common approach is to cap your liability at the total purchase price amount. You could make the cap lower though, especially if you're selling tangible property (like equipment, inventory, or goods) on an "as is" basis. 

Sole proprietors usually operate their business under a trade name. For example, if your name is Tony Stark and you're a sole proprietor, you might be calling your business Stark Consulting. So, what name are you using for your business?