A Letter of Intent to Sell Business is typically used in the early stages of a business sale transaction in the Netherlands, after initial discussions but before detailed due diligence and final negotiations. This document serves as a roadmap for the transaction, demonstrating serious intent while maintaining flexibility. It outlines key commercial terms, confidentiality obligations, exclusivity periods, and the proposed transaction structure. While governed by Dutch law, the document is primarily non-binding except for specific provisions like confidentiality and exclusivity. It's an essential tool for aligning parties' expectations and facilitating a smooth transition to the due diligence phase and eventual definitive agreements. The document reflects Dutch business practices and legal requirements, including considerations for employee rights, competition law, and corporate governance.

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

2. Subject Business: Clear identification of the business being considered for sale, including trading name, legal entity, and location

3. Proposed Transaction Structure: Brief outline of the proposed deal structure (share sale, asset sale, etc.)

4. Indicative Purchase Price: Proposed purchase price or price range, including any major assumptions or conditions

5. Key Terms: Overview of fundamental terms such as payment structure, major conditions, and timing expectations

6. Due Diligence: Framework for the due diligence process, including timing and scope

7. Exclusivity: Terms of any exclusivity period during which the seller won't negotiate with other parties

8. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

9. Timeline: Proposed schedule for key milestones including due diligence, definitive agreements, and closing

10. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions (typically confidentiality, exclusivity, and governing law)

11. Governing Law: Specification that Dutch law governs the LOI

12. Signature Block: Space for dated signatures of authorized representatives of both parties