What goes into an app purchase agreement? A seller’s checklist

By the time you get to an agreement, you’ve usually agreed a price and the buyer has finished due diligence (see my app due diligence checklist). The agreement turns that handshake into a written list of who gets what, when, and what happens if something goes wrong. Here is what one typically covers, from a seller’s point of view.

What is sold in an app sale?

Everything the buyer needs to run the app without you, listed item by item, and nothing you didn’t mean to sell. A typical schedule of assets includes:

• The app itself and its store listings (the App Store and/or Google Play entries, which move through each store’s official transfer).
• Source code, design files, build scripts and documentation.
• Domains and the website.
• Trademarks and the app name, logo and other brand assets, whether registered or not.
• Accounts and services: backend and cloud projects, RevenueCat, analytics, crash reporting, ad networks, support inbox, social accounts.
• Data: user data and email lists, where the privacy policy and local law allow the transfer.
• What is excluded: your developer account, your other apps, shared code libraries you keep using, and revenue earned before the closing date.

If code or services are shared with your other apps, say so here and agree how they’re split. Vague asset lists are where disputes start.

How are price, payment and escrow written in?

The agreement states the price, the currency, who pays which fees, and the order in which money and assets move. For most deals that means escrow: the buyer funds it, you transfer, the buyer confirms, escrow releases. The clause usually covers:

• The purchase price and whether any part of it is deferred.
• The escrow provider, and who pays the escrow fee. See app sale escrow for how this works and what Escrow.com charges.
• The inspection period: how long the buyer has to confirm receipt before funds are released.
• How revenue around the closing date is split. On the App Store, Apple reports sales and payments to each side based on the transfer date, so the agreement should match that.

If you’re selling through a marketplace or broker, its commission comes out of your side too; compare them in Flippa fees vs Empire Flippers and Acquire.com.

How does the agreement handle the transfer?

It lists the transfer steps and deadlines for each platform, so nobody argues later about what “delivered” means.

• App Store: your Account Holder starts the transfer in App Store Connect with the buyer’s Apple Account and Team ID, and the buyer accepts. Apple’s transfer criteria (nothing in review, TestFlight off, no duplicate product IDs) should be met before closing. Details: App Store app transfer.
• Google Play: you submit the request from Play Console with both accounts’ registration transaction IDs, and the buyer approves. Apps with in-app purchases are unpublished until the buyer republishes, per Google’s transfer page. Details: Google Play app transfer.
• Everything else: code repository, domain, third-party services, each with a date and who does what.
• Delivery: what counts as complete, and what happens if a step fails (for example, the buyer’s account doesn’t meet a store’s criteria).

What handover support do I have to give?

Whatever the agreement says, so make sure it says something specific. Open-ended “reasonable assistance” can turn into months of unpaid work. Pin down:

• Scope: answering questions, walking through the codebase, helping move services. Not new features.
• Duration: a fixed number of weeks after closing.
• Channel and effort: for example, email only, with a cap on hours.
• Paid extras: if the buyer wants more, at what rate.

What do I promise about the numbers and ownership?

Warranties are statements you make about the app that the buyer relies on, and they can create liability if they turn out to be wrong. Typical ones:

• The revenue, cost and traffic figures you shared are accurate.
• You own the app, code, name and assets you’re selling, and you have the right to sell them.
• Third-party code, fonts, images and sounds are properly licensed.
• There are no undisclosed store warnings, disputes or claims.
• The app complies with store policies and privacy rules as far as you know.

Read these carefully. Disclose known problems in writing (a “disclosure schedule”), and ask a lawyer about limiting how long warranties last and capping your liability. This is exactly where due diligence pays off: anything you disclosed up front is much harder to claim against later.

Will I have to sign a non-compete?

Often, yes. Buyers want to know you won’t launch a copy of the app next month. What to check:

• Scope: it should cover apps that genuinely compete, not your whole career.
• Duration and territory: a limited period.
• Non-solicit: a promise not to contact the app’s users or partners to move them elsewhere.
• Enforceability differs by country, which is one more reason to have a lawyer read it.

What are the risks of earn-outs and instalments?

You hand over the app but wait for part of the money, so you carry the risk. With an earn-out, part of the price depends on the app’s future results, which the buyer now controls. With instalments, the buyer owes you money after they already own the asset. If you accept either:

• Get as much as possible paid at closing, through escrow.
• Define exactly how the earn-out is measured, who reports it, and your right to see the numbers.
• Agree security for unpaid amounts and what happens if a payment is missed.

An all-cash deal through escrow is the simplest and safest structure for a seller.

What about confidentiality?

Most agreements keep the price and terms confidential and say whether either side can announce the sale. If you signed an NDA before due diligence, check how it fits with the agreement. Agree up front whether you can mention the exit publicly, for example on your portfolio or LinkedIn. The wider picture, from listings to your employer: how to sell your app confidentially.

Do I need a lawyer to sell my app?

For anything beyond a very small, all-cash sale, a lawyer’s review is worth the cost, and I’d recommend one for any deal with deferred payments, a non-compete or broad warranties. A lawyer who has handled software or online-business sales can review the agreement quickly and flag terms that are unusual for your country. Budget for that review when you compare offers.

Whoever you sell to, having your own lawyer review the agreement before you sign is money well spent. As for me: I mainly buy iOS apps, and I’m open to Android apps when the fit is right. I don’t buy games, SaaS, or web-only products. Deals range from $10K to $1M+, and the best fit is an app live for at least 6 months with steady revenue. For the full process, from first numbers to handover, see how to sell an app.