Asset Purchase Agreement (APA) for AI Startups
What to include in an APA specifically for AI businesses — model weights, prompts, training data, API keys, evals and agents.
A standard SaaS APA misses five AI-critical assets: model weights, prompts, evaluation sets, training data, and agent definitions. Add explicit clauses assigning each.
Standard SaaS clauses (still needed)
Domain, code, database, Stripe subscriptions, customer list, trademarks, and social handles all transfer as usual.
AI-specific clauses to add
Explicitly assign: fine-tuned model weights + training set, all system prompts and prompt versions, evaluation datasets, agent/tool definitions, and vector databases with embeddings.
Common pitfalls
Founders often assume prompts belong to the buyer implicitly — they don't. Missing this clause has killed post-close relationships.
Frequently asked questions
Is a template legally sufficient?
A template gets you 80% there. For anything over $50k, have an M&A attorney redline it.