May 8, 2013
(Title and Name)
This letter confirms your and our mutual intentions with respect to the potential transaction described herein between (Buyer) and (Seller) . This document in and of itself does not represent an enforceable legal contract.
1. Terms. The principal terms of the proposed transaction would be substantially as follows:
a) Real and Effective Acquisition. Buyer would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its software development business, including, without limitation: (i) the __________________ software, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances.
b) Consideration. The aggregate consideration for the assets and business to be purchased would be $ __________; provided, however, that the working capital (current assets less current liabilities) of the business to be purchased equals or exceeds $0, as shown on a closing date balance sheet prepared in accordance with generally accepted accounting principles.
c) Due Diligence Review. Promptly following the execution of this letter of intent, you will allow us to complete our examination of your financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence. Any information obtained by us as a result thereof will be maintained by us in confidence subject to the terms of the Confidentiality Agreement executed by the parties and dated ______________ (the “Confidentiality Agreement”). The parties will cooperate to complete due diligence expeditiously.
d) Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction would be sated in the Purchase Agreement, to be negotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or written statements or correspondence concerning the Purchase Agreement arising during the course of negotiations, not withstanding that the same may be expressed in terms signifying a partial, preliminary or interim agreement between the parties.
e) Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written purchase agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to having conducted your business in the ordinary during the period between the date hereof and the date of closing and there having been no material adverse change in your business, financial condition or prospects.
f) Continuation of Employment. Simultaneously with the execution of the Purchase Agreement, we would offer employment to substantially all of Seller’s employees and would expect the management team to use its reasonable best efforts to assist us to employ these individuals.
g) Expediency. All parties would use all reasonable efforts to complete and sign the Purchase Agreement on or before ______________ and to close the transaction as promptly as practicable thereafter.
2. Expense. You and we will pay our respective expenses incident to this letter of intent, the Purchase Agreement and the transactions contemplated hereby and thereby.
3. Public Announcements. Neither you nor we will make any announcement of the proposed transaction contemplated by this letter of intent prior to the execution of the Purchase Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed. The foregoing shall not restrict in any respect your or our ability to communicate information concerning...