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Non Binding Letter Of Intent To Purchase Business Template for England and Wales

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Key Requirements PROMPT example:

Non Binding Letter Of Intent To Purchase Business

"I need a Non Binding Letter Of Intent To Purchase Business for acquiring a software development company in Manchester with 50 employees, including a 60-day exclusivity period and targeting completion by March 2025."

Document background
The Non-Binding Letter of Intent to Purchase Business serves as an important preliminary step in business acquisitions under English and Welsh jurisdiction. It is typically used after initial discussions but before detailed due diligence and formal negotiations begin. The document helps establish the framework for negotiations while protecting both parties' interests through clear statements of non-binding intent, except for specific provisions such as confidentiality. It usually includes proposed transaction structure, indicative pricing (if agreed), timeline, and conditions for proceeding with the transaction.
Suggested Sections

1. Sender and Recipient Details: Full legal names and addresses of both parties involved in the potential transaction

2. Statement of Intent: Clear declaration of interest to purchase the business and explicit statement of non-binding nature of the letter

3. Business Description: Description of the target business including legal entity type, key assets, and scope of intended purchase

4. Proposed Transaction Structure: High-level outline of how the purchase would be structured and executed

5. Confidentiality Statement: Terms regarding the confidential nature of discussions and information shared between parties

Optional Sections

1. Indicative Price Range: Preliminary indication of purchase price range based on current information available

2. Exclusivity Period: Terms and duration of any exclusive negotiation period between the parties

3. Due Diligence Process: Outline of proposed due diligence approach, requirements, and access to information

4. Timeline: Proposed schedule for key transaction milestones and completion targets

5. Break Fee Provisions: Terms regarding any break fees or cost sharing if transaction doesn't proceed

Suggested Schedules

1. Initial Due Diligence Checklist: Preliminary list of documents and information required for evaluation

2. Transaction Timeline: Detailed schedule of proposed transaction steps and deadlines

3. Corporate Structure Diagram: Visual representation of current and proposed business structure

4. Key Terms Summary: High-level summary of main commercial terms being proposed

Authors

Alex Denne

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

Relevant legal definitions
























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Industries

Contract Law Fundamentals: Law of Property (Miscellaneous Provisions) Act 1989, Common law principles of contract formation, and Misrepresentation Act 1967 - essential for understanding basic contractual obligations and representations, even in non-binding documents

Corporate Law Framework: Companies Act 2006, Partnership Act 1890, and Limited Liability Partnerships Act 2000 - crucial for understanding the legal framework governing business entities and their transfer

Data Protection Regulations: UK GDPR and Data Protection Act 2018 - necessary for compliance when handling sensitive business information during due diligence and negotiations

Competition Law: Enterprise Act 2002, Competition Act 1998, and retained EU law - important for ensuring the proposed transaction doesn't violate competition regulations

Employment Legislation: Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) and Employment Rights Act 1996 - critical for understanding employee rights during business transfers

Confidentiality Laws: Common law principles of confidentiality and Trade Secrets (Enforcement, etc.) Regulations 2018 - essential for protecting sensitive information during negotiations

Property Law: Law of Property Act 1925 and Land Registration Act 2002 - relevant when the business purchase includes real estate assets

Tax Legislation: Finance Acts, Corporation Tax Acts, and Value Added Tax Act 1994 - crucial for understanding tax implications of the business purchase

LOI Key Components: Essential elements including non-binding statement, confidentiality provisions, exclusivity period, due diligence process, transaction structure, timeline, conditions precedent, and break fees

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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