A Simple Letter of Intent to Purchase is commonly used in U.S. business transactions as an initial step before a formal purchase agreement. This document signals serious interest while allowing parties to outline key terms and conduct due diligence without full legal commitment. It typically includes proposed purchase price, timeline, due diligence requirements, and any exclusivity periods. While generally non-binding under U.S. law, it sets the framework for negotiations and can include binding provisions for confidentiality and exclusivity.
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1. Subject Matter: Clear identification of what is being purchased with specific details
2. Parties Information: Full legal names and contact details of both the potential buyer and seller
3. Purchase Price: Proposed purchase price and any initial terms of payment
4. Timeline: Proposed timeline for due diligence and closing of the transaction
5. Non-Binding Nature: Statement clarifying that this is a non-binding expression of interest (except for specific provisions)
1. Exclusivity Period: Period during which the seller agrees not to negotiate with other potential buyers
2. Confidentiality Provisions: Terms regarding the confidential treatment of shared information and the existence of negotiations
3. Financing Contingency: Conditions related to the buyer's ability to secure necessary funding
4. Due Diligence Process: Outline of the investigation process and access to information
5. Governing Law: Specification of which state's laws will govern the letter of intent
1. Initial Term Sheet: Summary of key commercial terms and conditions of the proposed transaction
2. Asset Schedule: Preliminary list of assets intended to be included in the purchase
3. Due Diligence Checklist: List of documents and information required for due diligence review
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