Deal Structure Templates

Three pre-built structures that cover most pre-revenue asset deals. Understand the tradeoffs before you enter the deal room.

Asset Purchase AgreementMost common

Full acquisition of all IP, code, domains, and accounts. The cleanest deal structure — seller walks away, buyer owns everything.

When to use

Use when you want clean, unconditional ownership. Best for buyers who will integrate or launch immediately.

Key terms to negotiate

·IP assignment clause — all rights transfer on signing
·Asset schedule — explicit list of what transfers (repos, domains, accounts)
·Rep & warranty — seller confirms no undisclosed liabilities
·Transition support — typically 2–4 weeks of seller availability
·Non-compete — seller agrees not to rebuild a competing product

License AgreementFlexible

Buyer pays for the right to use the product — perpetual or time-limited. Seller retains ownership and can license to others.

When to use

Use when the seller wants to retain the IP but you need the rights to use, modify, or build on top of it.

Key terms to negotiate

·License scope — exclusive vs. non-exclusive
·Territory — worldwide or restricted
·Term — perpetual or time-limited
·Sublicensing — can you sublicense to customers?
·Modification rights — can you fork and adapt the code?

White-Label AgreementRevenue share

Buyer resells the product under their own brand. Seller maintains the codebase and provides updates — buyer handles go-to-market.

When to use

Use when you want to launch a product fast under your brand without taking on development responsibility.

Key terms to negotiate

·Branding rights — full white-labeling, seller's name nowhere in product
·Revenue share or flat fee — typical 15–30% rev share or flat monthly
·SLA commitments — what uptime and support does the seller guarantee?
·Exclusivity — are you the only licensee in your market?
·Termination clause — what happens if seller stops maintaining the product?

How escrow protects both parties

All DayXero transactions use Escrow.com. Funds are held until the buyer confirms the transfer is complete.

Both parties agree on terms

Price, deal structure, inspection period, and escrow instructions are locked in writing.

Buyer deposits funds

Buyer wires funds into the escrow account. Seller sees confirmation but doesn't receive anything yet.

Seller transfers assets

Repos, domains, accounts, and documentation transferred per the asset schedule.

Inspection period

Buyer verifies the transfer (typically 5–14 days). Can raise disputes during this window.

Escrow released

Buyer confirms receipt. Funds released to seller. Deal closed.

Not legal advice. These templates are educational guides, not legal documents. For any deal above $25K, have a qualified attorney review the agreement before signing. IP law varies by jurisdiction.

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