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Letter Of Intent And Offer Letter
"I need a Letter of Intent and Offer Letter for the potential acquisition of a UK-based software company, with a proposed transaction value of £5M and an exclusivity period until March 2025, including specific provisions for tech-focused due diligence and IP protection."
1. Opening Statement: Date, addressee details, and clear indication this is a Letter of Intent/Offer
2. Purpose Statement: Clear articulation of the intent or offer being made
3. Key Terms: Principal terms of the proposed transaction or offer including financial terms, scope, and any key conditions
4. Timeline: Proposed schedule for completion or response, including key milestones and deadlines
5. Non-Binding Statement: Clear statement regarding which provisions are binding/non-binding, and the extent of legal commitment
1. Exclusivity: Terms regarding exclusive negotiation period and restrictions on engaging with other parties
2. Break Fee: Provisions for compensation if the transaction doesn't proceed under specific circumstances
3. Confidentiality: Terms regarding the treatment of confidential information, duration of confidentiality obligations, and permitted disclosures
4. Good Faith Obligations: Commitments to negotiate in good faith and related conduct requirements
5. Costs and Expenses: Allocation of costs and expenses incurred during the negotiation process
1. Term Sheet: Detailed summary of key commercial terms and conditions proposed for the final agreement
2. Timeline Schedule: Detailed breakdown of proposed transaction timeline including key dates and deliverables
3. Due Diligence Requirements: Comprehensive list of required documentation and verification steps
4. Contact Details: List of key contacts and their roles for both parties
Authors
Parties
Effective Date
Confidential Information
Binding Provisions
Non-Binding Provisions
Exclusivity Period
Break Fee
Due Diligence Period
Completion Date
Purchase Price
Business Day
Permitted Recipients
Representatives
Term
Governing Law
Termination Date
Material Adverse Change
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