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The Intent to Purchase Agreement is a crucial preliminary document in US business transactions, serving as a bridge between initial discussions and a final purchase agreement. It demonstrates serious intent while allowing parties to proceed with detailed due diligence and negotiations. This document typically includes proposed purchase price, exclusivity terms, confidentiality provisions, and due diligence requirements. While primarily used in significant asset or business acquisitions, it can be adapted for various transaction types. The agreement must comply with both federal and state contract laws, with certain provisions being binding (like confidentiality) while others remain non-binding expressions of intent. It provides protection for both parties during the negotiation phase and sets clear expectations for the transaction process.

1. Parties: Identifies and provides full legal details of both the potential buyer and seller

2. Background: Sets out the context and purpose of the agreement, including the parties' general intentions

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Subject Matter of Purchase: Detailed description of the asset(s) or business to be purchased

5. Purchase Price: Proposed purchase price or price range and any pricing mechanisms

6. Due Diligence: Outline of the buyer's right to investigate the purchase subject matter and related procedures

7. Exclusivity Period: Duration during which the seller cannot negotiate with other potential buyers

8. Confidentiality: Obligations regarding the protection and use of confidential information exchanged

9. Timeline: Key dates and deadlines for due diligence, negotiations, and intended completion

10. Conditions Precedent: Conditions that must be satisfied before proceeding to a definitive agreement

11. Non-Binding Provisions: Clarification of which provisions are non-binding, typically most commercial terms

12. Binding Provisions: Specification of which provisions are legally binding, typically confidentiality and exclusivity

13. Costs and Expenses: Allocation of costs related to the transaction and negotiations

14. Governing Law and Jurisdiction: Specifies the applicable law and courts that will handle any disputes