Letter of Intent - International Acquisitions

					This Letter of Intent is used by a company in significant international acquisitions of
another company. The letter serves to outline the basic terms and condition of the
proposed transaction. As drafted, this letter of intent is for the purchase of 100% of the
shares in a target company. It sets forth the proposed details of the transaction and
contains both binding and non-binding provisions. This document can be customized to
fit the specific needs of the parties. It should be used by companies engaging in
international business acquisitions.
     LETTER OF INTENT – INTERNATIONAL ACQUISTIONS

                            _____ [Instruction: Insert Company Letterhead.]


_____ [Instruction: Insert Date.]


_____ [Instruction: Insert Contact name.]
_____ [Instruction: Insert address.]
_____ [Instruction: Insert city, state, zip code.]


                                     Re:       Letter of Intent


Dear _____: [Instruction: Insert Contact name.]

Pursuant to our interest in the acquisition of one hundred (100%) percent of the issued and
outstanding shares in the Target Company ____________________ [Instruction: Insert name
of company shares being purchased.] (the “Target Company”), this Letter of Intent outlines
certain non-binding understandings and certain binding understandings of ______________,
[Instruction: Insert name of entity or person purchasing shares.] (the “Buyer”), and yourself
(the “Seller”).

This letter supersedes all previous Letters of Intent between the parties hereto, except to the
extent any items contained in any previous letter of intent are not also contained herein. In such
instance, the previous letter of intent containing such item shall control.

Basic Transaction

The consideration for the proposed acquisition is to be determined by the parties with reference
to the valuation assessed by an independent valuation expert, with at least 5 [Option: Parties
may change this number or remove requirement for industry experience.] years industry
experience on the underlying assets of the Target Company and will be payable by a
combination of Shares (at a proposed price per Share of $_______ [Instruction: Insert price.]
 Dollars) and cash.

Notwithstanding the issue of such Shares, it is expected that the proposed acquisition will not
result in any change in control of the Company. The amount and the form of the consideration


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once agreed will be reflected in the formal sale and purchase agreement for the proposed
acquisition. The parties agree to use best efforts to prepare, negotiate and execute a formal sale
and purchase agreement which will reflect the terms set forth in this letter agreement, and which
will contain customary representations and warranties.
The purpose of the proposed acquisition is [Instruction: Insert purpose.]


Closing Date

The parties intend that the closing of the proposed acquisition will occur on a mutually agreed
date not later than sixty (60) days after executing the formal sale and purchase agreement, and
any necessary further agreements in connection with same (the "Closing Date").

Target Company

The Target Company is a company duly incorporated in the Country of _________________
whose main business activity is ________________________. [Instruction: Insert applicable
information.]


Binding Terms and Conditions

The following Terms and Conditions of this Letter of Intent are binding and enforceable
obligations between the Buyer and the Seller, and, in consideration of the sum of $10.00 hereby
paid by the Buyer to Seller, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

         (i)      Any discussions, negotiations or information, including but not limited to any
                  trade secrets of either the Seller and/or the Buyer (the “Information”) exchanged
                  between Seller and Buyer, whether oral, written, digital or otherwise, in
                  connection with, in furtherance of or concerning the proposed acquisition,
                  including the status thereof, shall be kept confidential and shall not be disclosed,
                  without prior written consent of the Buyer or the Seller, as the case may be,
                  except as may be required by applicable law, except that Seller or Buyer, as the
                  case may be, shall be entitled to disclose any such information to its attorneys,
                  affiliates, directors, officers, employees, advisors, agents, attorneys, accountants
                  or as necessary to pursue due diligence or otherwise in connection with, in
                  furtherance of or concerning the proposed acquisition and same shall be required
                  to treat the Information as confidential. In any instance of breach regarding the
                  Information, the party breaching shall bear responsibility for such breach. For
                  greater certainty, except as may be required by applicable law, the parties
                  mutually agree that any information obtained by either party respecting the other,
                  including the existence and terms of this Letter of Intent or any other documents
                  or discussions respecting the Transactions contemplated herein, shall be treated as
                  confidential by the receiving party and shall not be disclosed (including any


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                  media or press releases) without the prior written consent of the disclosing party,
                  except as otherwise set forth in this Letter of Intent. Any such Information shall
                  only be used in connection with, in furtherance of or concerning the proposed
                  acquisition, and the confidential nature of the Information shall survive the
                  termination of this Letter of Intent;

         (ii)     In the event the proposed acquisition is not consummated, the Buyer will return to
                  the Seller any materials, whether written or otherwise, containing Information, or
                  will certify in writing that all such materials or copies of such materials have been
                  destroyed. The Purchaser also will not use any Information to compete with the
                  Seller in the event that the proposed acquisition is not consummated and shall not
                  disclose any of the Information in any manner. The provisions of this paragraph
                  will      survive      the      termination      of     this     letter    agreement.

         (iii)    Each of the Buyer and the Seller shall be responsible for and bear all of its and
                  their own costs and expenses (including any broker’s fees) incurred in connection
                  with the proposed transaction, including expenses of its representatives incurred
                  in connection with the proposed transaction.

         (iv)     All press releases and public announcements relating to the acquisition of the
                  Target Company will be agreed to and prepared jointly by the Buyer and the
                  Seller.

Exclusivity

For a period of sixty (60) days from the execution of this Letter of Intent by the Buyer, the Seller
covenants that it shall not, directly or indirectly, entertain or solicit any alternative offers from,
negotiate with or in any manner consider any proposal from any other person whatsoever relating
to the proposed acquisition, by any means, of any or all of the shares of the Seller. In the event
that the Exclusivity Period expires but the Buyer and the Seller are continuing to work towards
Definitive Agreements, the Exclusivity Period shall be deemed to be extended accordingly.

Further, during such Exclusivity Period, Seller shall not enter into any agreement, discussion, or
negotiation with, or provide information to, or solicit, encourage, entertain or consider any
inquiries or proposals from any other corporation, entity or other person with respect to (a) the
possible disposition of a material portion of the Target Company, or (b) any business
combination involving the Target Company, whether by way of merger, consolidation, share
exchange or other transaction. If for any reason the acquisition of the Target Company is not
consummated, and the Seller is unable to enforce the provisions of this letter agreement, the
Buyer will pay to the Seller a break-up fee which will equal the sum of 1% of the purchase price,
and the Seller's expenses in connection with the negotiation of the acquisition.

Indemnification

The Seller represents and warrants that the Buyer will not incur any liability in connection with
the consummation of the acquisition of the Target Company to any third party with whom the
Seller or its agents have had discussions regarding the disposition of the Target Company, and


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the Seller agrees to indemnify, defend and hold harmless the Buyer, its officers, directors,
stockholders, lenders and affiliates from any claims by or liabilities to such third parties,
including any legal or other expenses incurred in connection with the defense of such claims.
These indemnification provisions shall survive the termination of this Letter of Intent.


[Comment: Parties entering into this Letter of Intent should carefully consider which, if
any, of the above should become binding on the parties, and also, which, if any should
survive the termination of the Letter of Intent. Although certain provisions herein contain
such binding and/or survival language, these may be modified to suit the parties.]

Yours truly,

[PURCHASER]




Per:
Name:
Title:
I have authority to bind the Company.



The terms of this Letter of Intent are accepted by the undersigned as of the date first above
written.



[BUYER]



Per:
Name:
Title:
I have authority to bind the Company.




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DOCUMENT INFO
Description: This Letter of Intent is used by a company in significant international acquisitions of another company. The letter serves to outline the basic terms and condition of the proposed transaction. As drafted, this letter of intent is for the purchase of 100% of the shares in a target company. It sets forth the proposed details of the transaction and contains both binding and non-binding provisions. This document can be customized to fit the specific needs of the parties. It should be used by companies engaging in international business acquisitions.
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