This Business Letter Agreement is addressed to the Seller of business by the
Purchaser. The Letter of Intent sets out both parties intent to enter into an agreement
for a purchase and sale of a business. Additionally, this Business Intent Letter sets out
the provisions which are to be contained in the agreement such as the purchase price,
deposit to be paid and closing date. This document contains both standard language
and terms, as well as opportunities to add additional language to ensure that the needs
of both the Seller and Purchaser are met. Use this form if one is a Seller with the intent
to sell a business or if one is a Purchaser with the intent to buy a business.
[Instruction: insert Buyer’s letterhead]
LETTER OF INTENT—BUSINESS
Date: ______________ [Instruction: insert date]
[Instruction: insert vendor’s name and address]
Re: _____________________ [Instruction: insert Vendor’s name] Sale of Assets to
_____________________ [Instruction: insert Buyer name]
Dear _______________: [Instruction: insert name]
Further to our various discussions regarding the sale of the assets of the _______________
[Instruction: insert the name of the business that is being sold] (the “Business”) by
_________________ [Instruction: insert Vendor’s name] (the “Vendor”) to
_________________ [Instruction: insert Buyer’s name] (the “Buyer”) and for purposes of
facilitating the final negotiation and preparation of a definitive agreement of purchase and sale
(the “Agreement”), we are pleased to provide you with this Letter of Intent (the “Letter”)
outlining our understanding of the general agreements and understandings resulting from our
1. Upon acceptance of this Letter and as indicated below, Buyer shall instruct its attorneys,
_____________________, [Instruction: insert Buyer’s attorney’s name] to prepare the
Agreement containing all such terms as shall be necessary to give effect to the
agreements and understandings hereby contemplated.
2. Upon final execution of this Agreement, Buyer shall pay a deposit of _______________
dollars ($__________) [Instruction: insert deposit amount] to Vendor’s attorneys to be
held in trust pending the closing of the transaction and to be credited toward the purchase
price upon closing.
3. Buyer shall also purchase such of the inventory of the Business which, as of the date of
closing, is current, undamaged, and otherwise acceptable to Buyer at Vendor’s original
cost. Vendor represents that the inventory value, based on Vendor’s cost, will be
approximately _________________ dollars ($_____). [Instruction: insert inventory
4. Buyer shall purchase for the sum of ______________ dollars ($____) [Instruction:
insert purchase price] all of the fixed and movable assets of the Business including
those enumerated in Schedule “A” attached hereto as well as all ongoing and future
product sales contracts.
5. Buyer shall purchase for the sum of ______________ dollars ($______) [Instruction:
insert purchase price for all intangible assets and goodwill] all intangible assets and
goodwill of the Business including, all customer lists, Vendor’s operating/business name
(__________________ [Instruction: insert the name of the business that is being
sold]), and any other brand names and trademarks of the Business, its websites, telephone
listings and sales contracts.
6. The amounts payable in respect of the purchase price shall be paid in cash on closing
subject to the usual adjustments, if any.
7. Buyer shall enter into a lease of the premises at which the Business now operates for a
term of ______ (___) [Instruction: insert number of years] years with a ______ (____)
[Instruction: insert number of years] year renewal option at the current rental rate.
8. The assets being purchased shall not include accounts receivables and Buyer shall not
assume any obligations of the Business including leases (save and except for the existing
leases of photocopiers and computer equipment with __________________ [Instruction:
insert name of leasing company], which the Buyer agrees/does not agree [Instruction:
select one] to assume, subject to appropriate adjustments), encumbrances of any kind,
inventory and other supply contracts, maintenance contracts, employment contracts,
debts, or other obligations of any other kind. Vendor shall further indemnify and hold
Buyer harmless from all such obligations and liabilities. Notwithstanding the foregoing,
Buyer will cooperate with and assist Vendor as Vendor may reasonably require and at
Vendor’s sole expense with the collection of outstanding accounts receivable after
9. The transaction shall close on _________________ [Instruction: insert date] and
inventory shall be taken following the close of business on _______________
[Instruction: insert date].
10. Each of the shareholders of Vendor shall enter into a non-competition agreement with
Buyer whereby they agree not to compete, directly or indirectly, with Buyer