Excluded assets clause: Copy, customize, and use instantly
Introduction
An excluded assets clause outlines the assets that are not included in a particular transaction or agreement. This clause is used to clarify which assets, whether tangible or intangible, will remain with the seller or one of the parties involved and will not be transferred to the buyer. It is a crucial component in asset purchase agreements, joint ventures, mergers, and other business transactions, ensuring that both parties understand the scope of the transaction.
Below are templates for excluded assets clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
General excluded assets clause
This variation applies to a general exclusion of assets.
The following assets are expressly excluded from the scope of this Agreement and shall remain the property of the seller: (a) any cash or cash equivalents, (b) any intellectual property rights not specifically transferred herein, (c) any real property not included in the sale, and (d) any other assets listed on the attached Schedule A.
Excluded assets clause for intellectual property
This variation applies when intellectual property is excluded.
The seller retains ownership of all intellectual property rights, including patents, trademarks, copyrights, and trade secrets, that are not explicitly transferred under this Agreement. These intellectual property assets are excluded from the transaction and will remain the exclusive property of the seller.
Excluded assets clause for liabilities
This variation applies when liabilities are excluded from the transaction.
Notwithstanding the transfer of assets under this Agreement, the seller will retain responsibility for all liabilities not expressly assumed by the buyer, including but not limited to debts, lawsuits, and tax obligations. These liabilities are excluded from the scope of this transaction and will remain with the seller.
Excluded assets clause for personal property
This variation applies when personal property is excluded.
The parties agree that all personal property, including personal belongings, vehicles, and equipment not used in the business, are excluded from this Agreement and will remain the property of the seller. No personal property shall be transferred as part of the transaction.
Excluded assets clause for existing contracts
This variation applies when existing contracts are excluded.
The parties acknowledge and agree that all existing contracts, agreements, and commitments of the seller not specifically assigned to the buyer under this Agreement shall remain the property and responsibility of the seller. These contracts are expressly excluded from the transaction.
Excluded assets clause for cash and financial accounts
This variation applies when cash and financial accounts are excluded.
The seller shall retain all cash, cash equivalents, and financial accounts, including checking, savings, and investment accounts, and such assets are excluded from the sale under this Agreement. The buyer will not assume any liabilities associated with the seller’s financial accounts.
Excluded assets clause for employee-related assets
This variation applies when employee-related assets are excluded.
Any employee benefit plans, pension funds, or employee-related assets, including but not limited to stock options or retirement accounts, are excluded from this Agreement. The buyer shall not assume any liability or responsibility for the seller's employee benefits or pension obligations.
Excluded assets clause for inventory and stock
This variation applies when inventory and stock are excluded.
The seller shall retain ownership of all inventory, raw materials, and finished goods not specifically included in this Agreement. These assets, along with any unsold stock, are excluded from the transaction and will remain the property of the seller.
Excluded assets clause for real property
This variation applies when real property is excluded from the transaction.
The seller retains ownership of all real property not explicitly included in this Agreement, including any land, buildings, or property interests. The buyer shall not acquire any rights to the real property unless specified in a separate agreement.
Excluded assets clause for goodwill
This variation applies when goodwill is excluded.
The parties agree that any goodwill associated with the seller's business, including customer relationships, brand reputation, and future earning potential, is excluded from this Agreement. The buyer shall not acquire any of the seller’s goodwill as part of this transaction.
Excluded assets clause for future claims
This variation applies when future claims are excluded.
The parties agree that any future claims, lawsuits, or legal actions arising from events that occurred prior to the effective date of this Agreement are excluded from the transaction. These claims shall remain the responsibility of the seller and are not transferred to the buyer.
Excluded assets clause for licenses and permits
This variation applies when licenses and permits are excluded.
Any licenses, permits, or governmental approvals held by the seller, unless specifically assigned to the buyer under this Agreement, are excluded from the sale. The seller retains full rights to these licenses and permits and is responsible for any obligations arising from them.
Excluded assets clause for tax attributes
This variation applies when tax attributes are excluded.
The seller shall retain ownership of all tax attributes, including net operating losses, tax credits, and other tax-related assets. These tax attributes are excluded from the scope of this Agreement and shall not be transferred to the buyer.
Excluded assets clause for cash equivalents
This variation applies when cash equivalents are excluded.
The seller will retain all cash equivalents, including securities, bonds, and other short-term investments, which are excluded from this Agreement. The buyer will not assume any ownership or responsibility for these cash equivalents.
Excluded assets clause for specific contracts
This variation applies when specific contracts are excluded from the transaction.
The parties agree that the following contracts, listed in Schedule B, are excluded from the sale: (a) the agreement with XYZ Corp. dated January 1, 2021; (b) any lease agreements for property located at 123 Main Street; and (c) any agreements with independent contractors that are not assumed by the buyer.
Excluded assets clause for intangible assets
This variation applies when intangible assets are excluded.
The seller retains ownership of all intangible assets, including but not limited to brand names, trademarks, patents, and proprietary software, unless explicitly transferred in this Agreement. These intangible assets are excluded from the sale and shall remain the property of the seller.
Excluded assets clause for future business opportunities
This variation applies when future business opportunities are excluded.
The parties agree that any future business opportunities, including investments, strategic alliances, or acquisitions not currently in progress, are excluded from this Agreement. The buyer shall not acquire any rights to such opportunities under the terms of this transaction.
Excluded assets clause for liabilities arising after closing
This variation applies when liabilities arising after closing are excluded.
The buyer shall not assume any liabilities that arise after the closing date of this Agreement, including but not limited to debts, taxes, or legal obligations. These post-closing liabilities will remain with the seller, and the buyer will not be responsible for them.
Excluded assets clause for customer data
This variation applies when customer data is excluded.
The seller retains ownership of all customer data, including contact information, purchase history, and transaction records, which is excluded from this Agreement. The buyer shall not have access to or acquire any customer data unless explicitly stated in a separate agreement.
Excluded assets clause for intellectual property rights
This variation applies when intellectual property rights are excluded from the transaction.
The seller retains full ownership of all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, that are not specifically transferred under this Agreement. These intellectual property rights are excluded from the sale and will remain under the ownership of the seller.
Excluded assets clause for accounts receivable
This variation applies when accounts receivable are excluded.
The seller retains ownership of all accounts receivable as of the effective date of this Agreement, including any outstanding invoices or amounts due. These assets are excluded from the transaction and will remain the responsibility of the seller.
Excluded assets clause for trademarks and logos
This variation applies when trademarks and logos are excluded.
The parties agree that all trademarks, service marks, logos, and brand identifiers associated with the seller's business are excluded from the scope of this Agreement. These intellectual property assets will remain the exclusive property of the seller and are not part of the transaction.
Excluded assets clause for shareholder equity
This variation applies when shareholder equity is excluded.
The parties agree that all shareholder equity, including shares, stock options, or interests in the seller, are excluded from this Agreement. These equity interests remain with the seller and will not be transferred to the buyer as part of the transaction.
Excluded assets clause for cash reserves
This variation applies when cash reserves are excluded.
The seller retains ownership of all cash reserves, including any funds held in bank accounts, savings accounts, or other liquid assets, which are excluded from the transaction. These cash reserves will not be transferred to the buyer under this Agreement.
Excluded assets clause for customer contracts
This variation applies when customer contracts are excluded.
The parties agree that all customer contracts not specifically assigned to the buyer under this Agreement are excluded. These contracts, including any ongoing service agreements or purchase orders, shall remain the property of the seller.
Excluded assets clause for intellectual property licenses
This variation applies when intellectual property licenses are excluded.
The seller retains ownership of all intellectual property licenses not transferred under this Agreement. Any licenses for intellectual property held by the seller, including software licenses, patent licenses, and copyright licenses, are excluded from this transaction.
Excluded assets clause for employee stock options
This variation applies when employee stock options are excluded.
The parties agree that all employee stock options, equity interests, or other ownership rights held by employees or contractors are excluded from the scope of this Agreement. These options will remain the property of the seller and are not transferred to the buyer.
Excluded assets clause for legal claims
This variation applies when legal claims are excluded.
The seller retains ownership of all legal claims, pending litigation, and any legal disputes not explicitly transferred under this Agreement. These claims are excluded and will remain the responsibility of the seller.
Excluded assets clause for real estate properties
This variation applies when real estate properties are excluded.
The parties agree that any real estate properties not specifically included in this transaction, including any land, buildings, or rental properties, are excluded from this Agreement and will remain the property of the seller.
Excluded assets clause for non-compete agreements
This variation applies when non-compete agreements are excluded.
The seller retains ownership of any non-compete agreements entered into with employees, contractors, or other parties, unless specifically assigned to the buyer under this Agreement. These agreements are excluded and will remain with the seller.
Excluded assets clause for goodwill and reputation
This variation applies when goodwill and reputation are excluded.
The parties agree that any goodwill, brand reputation, or customer loyalty associated with the seller's business is excluded from this transaction. The buyer will not acquire any intangible assets related to goodwill or the seller's reputation unless specifically included in the Agreement.
Excluded assets clause for business relationships
This variation applies when business relationships are excluded.
The seller retains ownership of all existing business relationships, including relationships with suppliers, customers, and other third parties, unless specifically assigned to the buyer. These business relationships are excluded from this Agreement.
Excluded assets clause for future product development
This variation applies when future product development is excluded.
The parties agree that any ongoing or future product development initiatives, intellectual property rights, or related research and development efforts not specifically transferred under this Agreement are excluded. These future developments will remain under the ownership of the seller.
Excluded assets clause for confidential information
This variation applies when confidential information is excluded.
The seller retains ownership of all confidential information, proprietary data, trade secrets, and business plans that are not specifically transferred to the buyer under this Agreement. This confidential information remains the exclusive property of the seller.
Excluded assets clause for business name and domain names
This variation applies when the business name and domain names are excluded.
The parties agree that the seller's business name, any related domain names, and any online trademarks associated with the business are excluded from the transaction and will remain the exclusive property of the seller.
Excluded assets clause for trademarks and patents
This variation applies when trademarks and patents are excluded.
The seller retains ownership of all trademarks, patents, and patent applications that are not specifically included in this transaction. These intellectual property assets are excluded and will remain the property of the seller.
Excluded assets clause for personal assets
This variation applies when personal assets are excluded.
The parties agree that all personal assets, including personal property, real estate, and vehicles not used in the business, are excluded from this Agreement and will remain the property of the seller. These assets are not part of the transaction.
Excluded assets clause for insurance policies
This variation applies when insurance policies are excluded.
The seller retains ownership of all insurance policies, including liability, health, and property insurance, that are not specifically transferred under this Agreement. These insurance policies are excluded from the sale and will remain the property of the seller.
Excluded assets clause for research data
This variation applies when research data is excluded.
The parties agree that all research data, surveys, market analysis, and other proprietary research not directly related to the assets being transferred are excluded from this transaction. These materials remain the exclusive property of the seller.
Excluded assets clause for research and development assets
This variation applies when research and development assets are excluded.
The parties agree that all research and development assets, including ongoing projects, prototypes, and intellectual property derived from these efforts, are excluded from this transaction. These assets remain under the ownership of the seller and are not part of the sale.
Excluded assets clause for capital equipment
This variation applies when capital equipment is excluded.
The seller retains ownership of all capital equipment, including machinery, vehicles, and heavy equipment, unless explicitly specified in this Agreement. These assets are excluded from the transaction and will remain the property of the seller.
Excluded assets clause for future tax benefits
This variation applies when future tax benefits are excluded.
The parties agree that any tax benefits, such as tax credits or loss carryforwards, that may be realized in the future are excluded from this transaction. The seller retains full ownership and benefit of any such tax attributes.
Excluded assets clause for customer lists
This variation applies when customer lists are excluded.
The seller retains ownership of all customer lists, contact information, and client databases not explicitly included in this Agreement. These assets are excluded from the transaction and will remain under the ownership of the seller.
Excluded assets clause for leases
This variation applies when leases are excluded.
The parties agree that any leases for real estate, vehicles, or equipment not specifically assigned to the buyer under this Agreement are excluded. These lease agreements, along with any associated obligations, will remain with the seller.
Excluded assets clause for employee pensions
This variation applies when employee pensions are excluded.
The parties agree that all employee pension plans, retirement accounts, or related obligations are excluded from the transaction. These assets and liabilities remain with the seller, and the buyer will not assume any responsibility for them.
Excluded assets clause for legal rights and claims
This variation applies when legal rights and claims are excluded.
The parties agree that any legal claims, lawsuits, or rights to pursue legal action arising from events prior to the closing date of this Agreement are excluded. The seller retains ownership and responsibility for any such claims or lawsuits.
Excluded assets clause for inventory obsolescence
This variation applies when obsolete inventory is excluded.
The seller retains ownership of any inventory that is obsolete, unsellable, or no longer part of the seller’s product offerings. This obsolete inventory is excluded from the transaction and will not be transferred to the buyer.
Excluded assets clause for proprietary software
This variation applies when proprietary software is excluded.
The seller retains ownership of all proprietary software developed or used by the seller in its operations that is not specifically transferred to the buyer under this Agreement. The buyer will not acquire any rights to such proprietary software unless expressly stated in this Agreement.
Excluded assets clause for non-compete obligations
This variation applies when non-compete obligations are excluded.
The seller agrees to retain ownership of any non-compete agreements entered into with employees, contractors, or business partners. These non-compete obligations are excluded from the scope of this Agreement and will not transfer to the buyer.
Excluded assets clause for goodwill of the seller
This variation applies when goodwill is excluded.
The seller retains ownership of all goodwill associated with its business, including brand reputation, customer relationships, and market recognition. The buyer will not acquire any rights to the seller’s goodwill, which is excluded from this transaction.
Excluded assets clause for trademarks and licenses
This variation applies when trademarks and licenses are excluded.
The seller retains ownership of all trademarks, brand names, and associated licenses not transferred to the buyer under this Agreement. These intellectual property rights are excluded from the transaction and will remain under the seller’s ownership.
Excluded assets clause for research materials and reports
This variation applies when research materials and reports are excluded.
The parties agree that all research materials, reports, and data collected or generated by the seller in the course of its business are excluded from the transaction. These materials remain the exclusive property of the seller and will not be transferred to the buyer.
Excluded assets clause for software licenses
This variation applies when software licenses are excluded.
The seller retains ownership of all software licenses and subscriptions, unless specifically transferred under this Agreement. Any software licenses not expressly assigned to the buyer will remain the property of the seller and are excluded from the transaction.
Excluded assets clause for rights to intellectual property
This variation applies when rights to intellectual property are excluded.
The seller retains ownership of all intellectual property rights, including patents, copyrights, trademarks, and trade secrets, unless explicitly transferred under this Agreement. These intellectual property rights are excluded from the transaction and will remain with the seller.
Excluded assets clause for financial instruments
This variation applies when financial instruments are excluded.
The parties agree that all financial instruments, including bonds, stocks, and options held by the seller, are excluded from the transaction. These instruments will remain the property of the seller and are not part of the sale.
Excluded assets clause for insurance coverage
This variation applies when insurance coverage is excluded.
The parties agree that the seller’s existing insurance policies, including liability, health, and property insurance, are excluded from this transaction. The buyer will not assume any obligations or rights under these policies unless otherwise specified.
Excluded assets clause for market licenses
This variation applies when market licenses are excluded.
The seller retains ownership of all market-specific licenses, permits, and authorizations required for the operation of the business in specific regions or jurisdictions. These market licenses are excluded from the transaction and will remain with the seller.
Excluded assets clause for proprietary processes
This variation applies when proprietary processes are excluded.
The seller retains ownership of all proprietary processes, methodologies, and trade secrets used in the operation of its business. These processes are excluded from the transaction and will remain under the ownership of the seller.
Excluded assets clause for assets held in trust
This variation applies when assets held in trust are excluded.
The parties agree that any assets held in trust for third parties, such as trust funds or assets held for the benefit of others, are excluded from the transaction. These assets will remain with the seller and will not be transferred to the buyer.
Excluded assets clause for employee records
This variation applies when employee records are excluded.
The seller retains ownership of all employee records, including personal information, performance reviews, and payroll records. These records are excluded from the transaction and will not be transferred to the buyer unless otherwise required by law.
Excluded assets clause for domain names
This variation applies when domain names are excluded.
The seller retains ownership of all domain names and associated web assets, unless specifically included in this Agreement. These domain names are excluded from the transaction and will remain the property of the seller.
Excluded assets clause for business licenses
This variation applies when business licenses are excluded.
The seller retains all business licenses, including local, state, and federal licenses, required for the operation of its business. These licenses are excluded from the scope of this Agreement and will remain with the seller.
Excluded assets clause for customer data
This variation applies when customer data is excluded.
The seller retains ownership of all customer data, including personal information, purchase history, and interaction records. This customer data is excluded from the transaction and will not be transferred to the buyer unless explicitly agreed upon in a separate arrangement.
Excluded assets clause for research contracts
This variation applies when research contracts are excluded.
The parties agree that any research contracts or agreements with academic institutions or third parties are excluded from this transaction. The seller retains all rights and responsibilities related to these contracts.
Excluded assets clause for pension liabilities
This variation applies when pension liabilities are excluded.
The seller retains responsibility for all pension liabilities, including retirement benefits, pensions, and other related obligations. These liabilities are excluded from the transaction and will remain with the seller.
Excluded assets clause for long-term contracts
This variation applies when long-term contracts are excluded.
The parties agree that any long-term contracts or agreements not specifically assigned to the buyer are excluded from this Agreement. These contracts, including leases and service agreements, will remain under the control of the seller.
Excluded assets clause for real property interests
This variation applies when real property interests are excluded.
The seller retains ownership of any real property interests, including land, buildings, and leases, not explicitly transferred to the buyer under this Agreement. These real property assets are excluded from the scope of this transaction.
Excluded assets clause for trade secrets
This variation applies when trade secrets are excluded.
The seller retains ownership of all trade secrets and confidential business information, including formulas, recipes, and proprietary methodologies. These assets are excluded from this transaction and will not be transferred to the buyer.
Excluded assets clause for goodwill and brand identity
This variation applies when goodwill and brand identity are excluded.
The seller retains ownership of any goodwill and brand identity associated with its business, including trademarks, logos, and market recognition. These intangible assets are excluded from the scope of this Agreement.
Excluded assets clause for inventory write-offs
This variation applies when inventory write-offs are excluded.
The seller retains responsibility for any inventory write-offs or obsolescence that occurs prior to the closing date of this Agreement. These inventory losses and adjustments will remain with the seller and are excluded from the transaction.
Excluded assets clause for accounts payable
This variation applies when accounts payable are excluded.
The seller retains ownership and responsibility for all accounts payable, including any outstanding debts and obligations owed to creditors as of the effective date of this Agreement. These liabilities are excluded from the sale.
Excluded assets clause for capitalized expenditures
This variation applies when capitalized expenditures are excluded.
The parties agree that all capitalized expenditures, including depreciation, amortization, and related accounting entries, are excluded from this Agreement. The buyer will not assume any responsibility for capitalized costs incurred prior to the closing date.
Excluded assets clause for business agreements
This variation applies when specific business agreements are excluded.
The parties agree that any business agreements, including joint ventures, strategic partnerships, or franchise agreements, not specifically transferred under this Agreement are excluded. These agreements will remain with the seller and are not part of the transaction.
Excluded assets clause for legal settlements
This variation applies when legal settlements are excluded.
The seller retains ownership of all legal settlements, including any compensation or payments resulting from ongoing or past lawsuits. Any settlements or claims that arise after the closing date of this Agreement are excluded from the transaction.
Excluded assets clause for loan agreements
This variation applies when loan agreements are excluded.
The seller retains all rights and responsibilities related to any loan agreements, including personal loans, business loans, and credit facilities that are not specifically assumed by the buyer. These loan agreements are excluded from the scope of this transaction.
Excluded assets clause for insurance claims
This variation applies when insurance claims are excluded.
The parties agree that all current or future insurance claims related to the business, including claims for property damage, liability, and worker's compensation, are excluded from this Agreement. The seller retains responsibility for these claims, and any associated proceeds will remain with the seller.
Excluded assets clause for customer loyalty programs
This variation applies when customer loyalty programs are excluded.
The seller retains ownership of all customer loyalty programs, including reward points, memberships, and other incentives. These programs are excluded from the transaction and will not be transferred to the buyer under this Agreement.
Excluded assets clause for strategic business opportunities
This variation applies when strategic business opportunities are excluded.
The seller retains ownership of any strategic business opportunities, including acquisitions, mergers, or investments, that are under consideration but not finalized at the time of this Agreement. These opportunities are excluded from the scope of the transaction.
Excluded assets clause for intellectual property rights for pending inventions
This variation applies when intellectual property rights for pending inventions are excluded.
The seller retains ownership of any intellectual property rights related to pending patents, trademarks, or other inventions that have not yet been granted or fully registered. These intellectual property rights are excluded from the transaction and will remain the property of the seller.
Excluded assets clause for investment portfolio
This variation applies when an investment portfolio is excluded.
The seller retains ownership of any investment portfolio, including stocks, bonds, mutual funds, and other financial instruments not explicitly transferred under this Agreement. The investment portfolio is excluded from the scope of this transaction.
Excluded assets clause for receivables from prior transactions
This variation applies when receivables from prior transactions are excluded.
The seller retains ownership of any receivables or amounts due from customers or business partners for transactions that occurred prior to the closing date of this Agreement. These receivables are excluded from the sale and will remain the responsibility of the seller.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.