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1. Date and Address Block: Formal business letter heading with current date and full addresses of both parties
2. Salutation and Introduction: Formal greeting and introduction identifying the parties and their authorized representatives
3. Purpose Statement: Clear statement of business intention and the proposed transaction or relationship
4. Key Terms: Overview of main business terms, including proposed transaction structure, timeline, and key deliverables
5. Due Diligence: Brief outline of any required due diligence process and information sharing expectations
6. Confidentiality: Statement regarding the confidential nature of discussions and any shared information
7. Non-Binding Nature: Clear statement about which provisions are binding and non-binding
8. Timeline: Proposed timeline for negotiation, due diligence, and execution of definitive agreements
9. Closing and Signatures: Formal closing, including signature blocks for authorized representatives of both parties
1. Exclusivity: Include when parties want to ensure exclusive negotiations for a specified period
2. Break Fee: Include when there's agreement on compensation if either party terminates discussions
3. Governing Law Statement: Include when parties want to specify Irish law explicitly, particularly with international parties
4. Costs and Expenses: Include when parties need to specify how preliminary costs will be handled
5. Intellectual Property Protection: Include when discussions involve sharing of IP or proprietary information
6. Board Approval: Include when the proposed transaction requires board or shareholder approval
1. Preliminary Terms Sheet: Detailed outline of proposed business terms and conditions
2. Timeline Schedule: Detailed breakdown of proposed dates and milestones
3. Due Diligence Requirements: List of required documents and information for due diligence
4. Contact Details: List of key contacts and their roles for both parties
Transaction
Confidential Information
Business Day
Definitive Agreement
Due Diligence Period
Effective Date
Exclusivity Period
Good Faith
Binding Provisions
Non-Binding Provisions
Proposed Transaction
Representatives
Term
Business
Material Adverse Change
Permitted Purpose
Working Hours
Intellectual Property
Purpose and Intent
Confidentiality
Non-Binding Nature
Binding Obligations
Due Diligence
Exclusivity
Timeline
Good Faith Negotiations
Transaction Structure
Access to Information
Costs and Expenses
Governing Law
Break Fee
Termination
Intellectual Property Protection
Non-Solicitation
Notices
Authority to Execute
Assignment
Retail
Technology
Professional Services
Manufacturing
Food and Beverage
Construction
Healthcare
Education
E-commerce
Logistics
Real Estate
Hospitality
Financial Services
Consulting
Agriculture
Legal
Finance
Operations
Business Development
Commercial
Strategy
Procurement
Corporate Development
Risk Management
Executive Leadership
Mergers & Acquisitions
CEO
Managing Director
Business Owner
Operations Manager
Commercial Director
Business Development Manager
Finance Director
Legal Counsel
Company Secretary
Partnership Manager
Procurement Manager
Investment Manager
Strategy Director
Small Business Advisor
Franchise Manager
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