An Asset Purchase Agreement is an agreement between a buyer and a seller of a business as to the terms and conditions of the sale of the business. A business purchase agreement is any type of legal contract governing the transfer of a business or its assets from one owner to another.In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. This Asset Purchase Agreement (this "Agreement") is made and entered into as of this. In theory, asset purchase agreements allow buyers to choose the assets they wish to buy and not assume the seller's liabilities.