LETTER OF INTENT FOR BUSINESS PURCHASE
THIS LETTER OF INTENT (“LOI”) is made on [Date], BETWEEN:
[Buyer Name], of [Buyer Address] (“Buyer”);
AND
[Seller Name], of [Seller Address] (“Seller”).
WHEREAS
- The Buyer is interested in purchasing certain assets and/or the business operations of the Seller, known as [Business Name] (“Business”), located at [Business Address];
- The Seller is willing to enter into discussions and negotiations with the Buyer regarding the possible sale of the Business.
NOW, THEREFORE, the parties agree as follows:
1. Purpose
1.1 This LOI sets forth the principal terms and conditions under which the Buyer proposes to purchase the Business from the Seller. This LOI is intended as a basis for further discussions and is not a binding agreement to purchase, except as specifically set forth in Section 7 (Binding Provisions).
2. Proposed Transaction
2.1 Purchase Structure: The Buyer intends to purchase [all assets / specified assets / shares / membership interests] of the Business.
2.2 Purchase Price: The proposed purchase price is [Purchase Price] ([Currency]), subject to adjustment upon completion of due diligence.
2.3 Payment Terms: The purchase price will be paid as follows: [Deposit Amount], [Balance Payment Terms], [Any Deferred Payments or Earn-Outs].
2.4 Assumed Liabilities: The Buyer will assume only the following liabilities: [List of Liabilities, if any], and all other liabilities will remain with the Seller unless otherwise agreed in the final agreement.
3. Due Diligence
3.1 The Buyer shall have [Due Diligence Period] days from the date of this LOI to conduct a comprehensive review of the Business, including but not limited to financial, legal, and operational matters.
3.2 The Seller agrees to provide reasonable access to all relevant documents, records, and personnel necessary for the Buyer’s due diligence.
4. Definitive Agreement
4.1 The parties intend to negotiate in good faith and use reasonable efforts to execute a definitive purchase agreement (“Definitive Agreement”) within [Negotiation Period] days of this LOI.
4.2 The Definitive Agreement will contain customary terms and conditions, including representations and warranties, covenants, indemnities, and closing conditions.
5. Confidentiality
5.1 Both parties agree to keep confidential all non-public information obtained during the negotiation and due diligence process, except as required by law or with the other party’s prior written consent.
5.2 This confidentiality obligation shall survive for [Confidentiality Period, e.g., two (2) years] after the date of this LOI.
6. Exclusivity
6.1 For a period of [Exclusivity Period, e.g., 60 days] from the date of this LOI, the Seller agrees not to solicit, discuss, or negotiate with any other party regarding the sale of the Business.
7. Binding Provisions
7.1 Except for Sections 5 (Confidentiality), 6 (Exclusivity), 7 (Binding Provisions), 8 (Governing Law), and 9 (Disclaimer), this LOI is non-binding and does not obligate either party to proceed with the transaction.
7.2 The obligations in the Sections listed above are legally binding upon execution of this LOI.
8. Governing Law
8.1 This LOI shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
9. Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
10. Termination
10.1 This LOI will terminate upon the earlier of (a) execution of the Definitive Agreement by both parties, (b) mutual written agreement to terminate, or (c) [Termination Date or Event].
IN WITNESS WHEREOF, the parties have executed this Letter of Intent as of the date first written above.
[Buyer Name]
Signature: ___________________________
Name: [Printed Name]
Title: [Title, if applicable]
Date: [Date]
[Seller Name]
Signature: ___________________________
Name: [Printed Name]
Title: [Title, if applicable]
Date: [Date]
