The Non-Binding Letter of Intent to Purchase Business is a crucial preliminary document used in the early stages of business acquisition negotiations in the Netherlands. It serves as a formal expression of interest from a potential buyer to a seller, outlining the fundamental terms and conditions of a proposed transaction while explicitly maintaining its non-binding character. This document is particularly important in the Dutch business environment, where it helps structure negotiations and provides a framework for due diligence, while respecting local legal requirements such as works council consultation and competition law considerations. The letter typically precedes more detailed binding agreements and helps parties align their expectations regarding purchase price, timeline, and key transaction terms. While most provisions remain non-binding, certain clauses such as confidentiality and exclusivity are often made explicitly binding to protect both parties during negotiations.

1. Letterhead and Date: Company letterhead of the potential purchaser and current date

2. Recipient Details: Full name and address of the target business/seller

3. Subject Line: Clear indication that this is a Non-Binding Letter of Intent regarding the proposed purchase of the business

4. Introduction: Identification of the parties and brief statement of intent to explore the purchase

5. Transaction Overview: High-level description of the proposed transaction, including the business being purchased

6. Purchase Price and Payment Terms: Proposed purchase price range or structure, including payment terms and any earn-out considerations

7. Due Diligence: Outline of the proposed due diligence process and timeline

8. Timeline: Proposed schedule for negotiations, due diligence, and closing

9. Non-Binding Nature: Clear statement that the letter is non-binding except for specific provisions

10. Binding Provisions: Identification of any binding provisions such as confidentiality, exclusivity, and governing law

11. Closing: Professional closing paragraph with next steps

12. Signature Blocks: Space for signatures of both parties to acknowledge receipt and understanding