An Asset Purchase Letter of Intent is a crucial preliminary document used in the early stages of asset acquisition transactions in the UAE. It serves as a roadmap for the transaction, setting out the parties' initial understanding of key commercial terms while maintaining flexibility for detailed negotiations. The document typically precedes the definitive asset purchase agreement and is particularly important in the UAE context where business relationships and preliminary agreements carry significant weight. It should be drafted in compliance with UAE laws, including the Civil Code and Commercial Code, and may need to consider specific emirate-level or free zone regulations. While primarily non-binding, certain provisions such as confidentiality and exclusivity are typically binding, making it essential to clearly distinguish between binding and non-binding elements.

1. Parties: Identification of the potential buyer and seller, including full legal names and addresses

2. Background/Recitals: Brief description of the parties and the purpose of the LOI

3. Definitions: Key terms used throughout the document

4. Transaction Overview: High-level description of the proposed asset purchase transaction

5. Assets Description: General description of the assets to be purchased

6. Purchase Price and Payment Terms: Indicative purchase price, payment structure, and any price adjustment mechanisms

7. Due Diligence: Scope and process for due diligence investigation

8. Exclusivity: Period during which seller will not negotiate with other parties

9. Confidentiality: Obligations regarding confidential information exchange

10. Timeline: Proposed timeline for due diligence, definitive agreement, and closing

11. Costs and Expenses: Responsibility for transaction costs and expenses

12. Binding Nature: Clear statement of which provisions are binding and non-binding

13. Governing Law and Jurisdiction: Specification of UAE law and relevant jurisdiction