Sample Letter of Intent
A letter of intent is an agreement between the buyer and seller of a business to enter into a sales transaction to determine the essential terms of the sale. Please take a look at the language below to get an idea of what is in a letter of intent, but note that you will need to consult an attorney before you can utilize this document. Call us today at (703) 527-5120 to discuss the possible sale or purchase of a business.
Download a sample non-binding letter of intent here.
Non-Binding Letter of Intent
This letter agreement sets forth our agreement and understanding as to the essential terms of the sale to the Purchaser by the Seller of the Business. The parties intend this letter agreement to be binding and enforceable, and that it will inure to the benefit of the parties and their respective successors and assigns.
- Purchased Assets. At the closing, the Purchaser will purchase substantially all of the assets associated with the Business, including all inventories, all intellectual property, all accounts and notes receivable, all contracts and agreements, all equipment, all legally assignable government permits, and certain documents, files and records containing technical support and other information pertaining to the operation of the Business.
- Assumed Liabilities. The Purchaser will assume as of the closing date only those liabilities and obligations (i) arising in connection with the operation of the Business by the Purchaser after the closing date, and (ii) arising after the closing date in connection with the performance by the Purchaser of the contracts and agreements associated with the Business.
- Purchase Price. The purchase price will be as negotiated, payable in cash in immediately available funds on the closing date.
- Right of First Refusal. In the event that the seller sells the shares to a current director, officer, employee, advisor, agent, or other potential buyer the deposit paid by the purchaser will be fully refunded to the purchaser.
- Pre-Closing Covenants. The parties will use their reasonable best efforts to obtain all necessary third-party and government consents (including all certificates, permits and approvals required in connection with the Purchaser’s operation of the Business). The Seller will continue to operate the Business consistent with past practice. The parties agree to prepare, negotiate and execute a purchase agreement which will reflect the terms set forth in this letter agreement, and will contain customary representations and warranties.
- Conditions to Obligation. The Purchaser and the Seller will be obligated to consummate the acquisition of the Business unless the Purchaser has failed to obtain, despite the parties’ reasonable best efforts, all certificates, permits and approvals that are required in connection with Purchaser’s operation of the Business.
- Due Diligence. The Seller agrees to cooperate with the Purchaser’s due diligence investigation of the Business and to provide the Purchaser and its representatives with prompt and reasonable access to key employees and to books, records, contracts and other information pertaining to the Business (the “Due Diligence Information”).
- Confidentiality; Non-competition. The Purchaser will use the Due Diligence Information solely for the purpose of the Purchaser’s due diligence investigation of the Business, and unless and until the parties consummate the acquisition of the Business the Purchaser, its affiliates, directors, officers, employees, advisors, and agents (the Purchaser’s “Representatives”) will keep the Due Diligence Information strictly confidential. The Purchaser will disclose the Due Diligence Information only to those Representatives of the Purchaser who need to know such information for the purpose of consummating the acquisition of the Business. The Purchaser agrees to be responsible for any breach of this paragraph 7 by any of the Purchaser’s Representatives. In the event the acquisition of the Business is not consummated, the Purchaser will return to the Seller any materials containing Due Diligence Information, or will certify in writing that all such materials or copies of such materials have been destroyed. The Purchaser also will not use any Due Diligence Information to compete with the Seller in the event that the acquisition of the Business is not consummated. The provisions of this paragraph 7 will survive the termination of this letter agreement.
- Employees of the Business. Until the consummation of the acquisition of the Business, or in the event that the parties do not consummate the acquisition of the Business, the Purchaser will not solicit or recruit the employees of the Business.
- Public Announcement. All press releases and public announcements relating to the acquisition of the Business will be agreed to and prepared jointly by the Seller and the Purchaser.
- Expenses. Each party will pay all of its expenses, including legal fees, incurred in connection with the acquisition of the Business.
- Indemnification: The Seller represents and warrants that the Purchaser will not incur any liability in connection with the consummation of the acquisition of the Business to any third party with whom the Seller or its agents have had discussions regarding the disposition of the Business, and the Seller agrees to indemnify, defend and hold harmless the Purchaser, its officers, directors, stockholders, lenders and affiliates from any claims by or liabilities to such third parties, including any legal or other expenses incurred in connection with the defense of such claims. The covenants contained in this paragraph 12 will survive the termination of this letter agreement.