Letter of Intent to Purchase Business

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									This Letter of Intent is used to express the interest of an individual or business to
purchase another business in its entirety. The non-binding letter sets forth the material
terms and conditions of the proposed transaction including the purchase price, the
assets to be acquired, and the liabilities to be assumed. Once the parties agree to the
terms in the letter of intent, they must draft and execute a purchase agreement. This
document provides a template for drafting a letter of intent and may be customized to fit
the specific needs of the parties. This should be used by a party interested in
purchasing a business.
TO:               [Name & Address of Receiving Company]
FROM:             [Name & Address of Offering Party]
DATE:             [Date Letter Sent]
SUBJECT:          [Describe nature of proposed agreement]

Dear: [Name of Receiving Party]:

        [Offering Party’s Name] (“Offeror”) is pleased to express its intentions to acquire all
business assets, goodwill, and properties of [Name of Receiving Party] (“Offeree”). This Letter
of Intention (“Letter”) sets forth the terms and conditions that Offeror offers as they relate to the
proposed acquisition of Offeree’s business assets, goodwill, and properties. This Letter is non-
binding and is not meant to be construed as an offer or impose any obligation on either party.

         The Terms and Conditions proposed by Offeror are as follows:

         1.       Prices and Terms

                Offeror envisions that the principal terms of the proposed transaction are
substantially as follows:

                  a.        Business to be Acquired; Liabilities to be Assumed

                        Offeror will acquire substantially all of the assets, tangible and intangible,
owned by Offeree that are used in, or necessary for the conduct of, its ____ business, including,
without limitation: (i) the ________________ software, subject to any obligations contained in
disclosed license agreements and all related intellectual property; (ii) the fixed assets of Offeree;
(iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of
any security interests, mortgages, or other encumbrances.

                  b.        Consideration

                        The aggregate consideration for the assets and business to be purchased
will be ____________ dollars ($___); provided, however, that the working capital (current assets
less current liabilities) of the business to be purchased equals or exceeds _______ ($__), 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, Offeree will allow Offeror
to complete a examination of Offeree’s financial, accounting and business records, contracts and
all other legal documents necessary to complete due diligence. Any information obtained by
Offeror as a result thereof will be maintained by Offeror in confidence subject to the terms of the
Confidentiality Agreement executed by the parties and dated __________________

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(“Confidentiality Agreement”).               The parties will cooperate to complete due diligence

                  d.        Conduct in Ordinary Course

                       In addition to the conditions discussed herein and any others to be
contained in a definitive written purchase agreement (“Purchase Agreement”), consummation of
the acquisition will be subject to having conducted your business in the ordinary course during
the period between the date hereof and the date of closing and there having been no material
adverse change in your business, financial condition, or prospects.

                  e.        Definitive Purchase Agreement

                      All of the Terms and Conditions of the proposed transaction will be stated
in the Purchase Agreement, to be negotiated, agreed upon, and executed by Offeree and Offeror.
Neither Offeror nor Offeree intend to be bound by any oral or written statements or
correspondence concerning the Purchase Agreement arising during the course of negotiations,
notwithstanding that the same may be expressed in terms signifying a partial, preliminary, or
interim agreement between the parties.

Very Sincerely,


To:      [Name and Return Address of Offeror]

        The Terms and Conditions set forth in the above-signed Letter are acceptable and reflect
the intentions of [Offeree].

[Name                                                     of                               Offeree]

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