LETTER OF INTENT
[Date]
______[Title and Name]__________
______[Address]________________
______________________________
______________________________
Dear _____________:
This letter confirms your and our mutual intentions with respect to the potential tr ansaction described herein between ___________ (“Buyer”) and
_______________ (“Seller”).This document, in and of itlf, does not reprent an enforceable legal contract.
1. Terms. The principal terms of the propod transaction would be
substantially as follows:
(a) Real and Effective Acquisition. Buyer would acquire substantially all of
the asts, tangible and intangible, owned by Seller that are ud in, or
necessary for the conduct of, its software development business, including,
without limitation: (i) the ________________ software, subject to any
obligations contained in disclod licen agreements and all related
线条组合intellectual property; (ii) the fixed asts of Seller; (iii) any and all customer
lists; and (iv) the goodwill associated therewith, all free and clear of any
curity interests, mortgages or other encumbrances.
(b) Consideration. The aggregate consideration for the asts and business to be
purchad would be $____________; provided, however, that the working
capital (current asts less current liabilities) of the business to be purchad
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 Purcha Agreement. All of the terms and conditions of the
propod transaction would be stated in the Purcha 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
Purcha Agreement arising during the cour of negotiations,
notwithstanding that the same may be expresd in terms signifying a partial, preliminary or interim agreement between the parties.
(e) Conduct in Ordinary Cour. In addition to the conditions discusd
herein and any others to be contained in a definitive written purcha
agreement (the “Purcha Agreement”), consummation of the acquisition
would be subject to having conducted your business in the ordinary cour during the period between the date hereof and the date of closing and there having been no material adver change i
n your business, financial condition or prospects.
腊八蒜不绿是怎么回事(f) Continuation of Employment. Simultaneously with the execution of the
Purcha Agreement, we would offer employment to substantially all of
Seller’s employees and would expect the management team to u its
reasonable best efforts to assist us to employ the individuals.
(g) Expediency. All parties would u all reasonable efforts to complete and
sign the Purcha Agreement on or before __________________ and to clo the transaction as promptly as practicable thereafter.
2. Expens. You and we will pay our respective expens incident to this
letter of intent, the Purcha Agreement and the transactions contemplated hereby and thereby.
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3. Public Announcements. Neither you nor we will make any announcement
of the propod transaction contemplated by this letter of intent prior to the execution of the Purcha 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 this letter of intent and the transactions contemplated hereby to your and our, and your and our respective affiliates’, officers,
directors, employees and professional advirs, and, to the extent relevant, to third parties who connt is required in connection with the transaction
contemplated by this letter of intent.
4. Broker’s Fees. All parties have reprented to each other that no brokers or营气
finders have been employed who would be entitled to a fee by reason of the transaction contemplated by this letter of intent.
5. Exclusive Negotiating Rights. In order to induce us to commit the resources,
forego other potential opportunities, and incur the legal, accounting and
incidental expens necessary properly to evaluate the possibility of acquiring the asts and business described above, and to negotiate the terms of, and consummate, the transaction contemplated hereby, you agree that for a period of [45] days after the date hereof, you, your affiliates and your and their
respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than us, including, without limitation, by way of a purcha of shares, purcha of asts or merger, of all or any
substantial part of your equity curities or asts, and shall not (other than in the ordinary cour of business as heretofore conducted) provide any
confidential information regarding your asts or business to any person other than us and our reprentatives.
6. Miscellaneous. This letter shall be governed by the substantive laws of the
State of [YOUR STATE] without regard to conflict of law principles. This letter constitutes the entire u
nderstanding and agreement between the parties hereto and their affiliates with respect to its subject matter and superdes all prior or contemporaneous agreements, reprentations, warranties and
understandings of such parties (whether oral or written). No promi,
inducement, reprentation or agreement, other than as expressly t forth
herein, has been made to or by the parties hereto. This letter may be
amended only by written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and
between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter. This letter shall be construed according to its fair meaning and not strictly for or against either party.
7. No Binding Obligation. Except for Sections 1(c) and 2 through 6, THIS
LETTER OF INTENT DOES NOT CONSTITUTE OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY
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LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER PARTY TO THIS LETTER OF INTENT. NO
SUCH OBLIGATION SHALL BE CREATED, EXCEPT BY THE安全管理机构
EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT CONTAINING SUCH TERMS AND CONDITIONS OF THE
PROPOSED TRANSACTION AS SHALL BE AGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT. The
Confidentiality Agreement is hereby ratified and confirmed as a parate
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agreement between the parties thereto.
If the foregoing terms and conditions are acceptable to you, plea so indicate by initialing each page and signing the enclod copy of this letter and returning it to the attention of the undersigned.
Sincerely,
[Buyer]天福号酱肘子
By:
Title: ___________________________
ACCEPTED AND AGREED
[Seller]
By:
Title: ______________________________
