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Business Purchase Term Sheet for Australia

Business Purchase Term Sheet Template for Australia

A Business Purchase Term Sheet is a preliminary document that outlines the proposed terms and conditions for the purchase of a business in Australia. It serves as a foundation for negotiating and drafting the final purchase agreement, capturing key commercial terms including purchase price, payment structure, assets included, conditions precedent, and timeline. While generally non-binding except for specific provisions like confidentiality and exclusivity, it provides a clear framework for the transaction and helps ensure all parties have a common understanding of the proposed deal structure. The document must comply with Australian corporate law and relevant state/territory regulations.

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What is a Business Purchase Term Sheet?

The Business Purchase Term Sheet is a crucial preliminary document used in Australian business acquisitions to establish the fundamental terms of a proposed transaction before proceeding to detailed due diligence and final documentation. It typically comes into play when parties have progressed beyond initial discussions and wish to formalize their preliminary agreement on key commercial terms. The document addresses essential elements such as purchase price, payment terms, asset scope, conditions precedent, and timeline, while clearly indicating which provisions are binding and non-binding. It serves as a roadmap for legal counsel to draft the final purchase agreement and helps prevent misunderstandings between parties. The term sheet must align with Australian corporate law requirements and relevant state/territory regulations, particularly regarding business transfers, corporate governance, and regulatory compliance.

What sections should be included in a Business Purchase Term Sheet?

1. Parties: Identification of the buyer, seller, and any guarantors or other key stakeholders

2. Background: Brief context of the proposed transaction and purpose of the term sheet

3. Definitions: Key terms used throughout the document

4. Transaction Structure: Overview of the proposed transaction including type of sale (assets or shares)

5. Purchase Price: Proposed purchase price, payment terms, and any adjustments

6. Key Assets/Business: Description of the business and key assets to be acquired

7. Key Terms and Conditions: Essential conditions precedent, timing, and major requirements

8. Due Diligence: Scope and timeline for due diligence process

9. Exclusivity: Terms of exclusive negotiation period if applicable

10. Confidentiality: Confidentiality obligations of the parties

11. Binding/Non-binding Provisions: Clear statement of which terms are binding and non-binding

12. Timeline: Key dates and proposed completion timeline

13. Execution: Signature blocks and execution requirements

What sections are optional to include in a Business Purchase Term Sheet?

1. Employee Matters: Include when the business has significant employee considerations or transfer requirements

2. Regulatory Approvals: Include when the transaction requires specific regulatory approvals

3. Intellectual Property: Include when IP assets are a significant part of the business

4. Real Estate: Include when property assets or leases are significant to the transaction

5. Environmental Matters: Include for businesses with environmental considerations or compliance requirements

6. Tax Structure: Include when specific tax considerations need to be addressed

7. Warranty and Indemnity Insurance: Include when W&I insurance is contemplated

8. Break Fee: Include when parties agree to break fee arrangements

What schedules should be included in a Business Purchase Term Sheet?

1. Asset Schedule: Preliminary list of key assets to be included in the sale

2. Price Calculation: Details of purchase price calculations and adjustments

3. Key Contracts: List of material contracts to be transferred

4. Timeline Schedule: Detailed timeline of key dates and milestones

5. Due Diligence Requirements: Outline of due diligence requirements and process

6. Required Consents: List of third-party consents needed for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Ƶ

Sector

Cost

Free to use
Relevant legal definitions






























Clauses




























Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Healthcare

Hospitality

Construction

Mining

Agriculture

Financial Services

Real Estate

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Due Diligence

Commercial

Business Development

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Investment Banker

Finance Director

Mergers & Acquisitions Manager

Business Broker

Commercial Director

Strategy Manager

Due Diligence Manager

Transaction Manager

Corporate Development Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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