【优质】letter,of,intent模板-范文模板 (10页)

【优质】letter,of,intent模板-范文模板

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letter,of,intent模板

篇一：英文意向书sample letter of intent

[Date]

______[Title and Name]__________

______[Address]________________

______________________________

______________________________

Dear _____________:

This letter confirms your and our mutual intentions with respect to

the potential transaction described herein between ___________

(“Buyer”) and

_______________ (“Seller”). This document, in and of itself, does

not r

epresent an enforceable legal contract.

1. The principal terms of the proposed transaction would be

substantially as follows:

(a) Buyer would acquire substantially all of the assets, tangible and

intangible, owned by Seller that are used in, or

necessary for the conduct of, its software development business,

including, without limitation: (i) the ________________ software,

subject to any

obligations contained in disclosed license agreements and all related

【优质】letter,of,intent模板-范文模板

intellectual property; (ii) the fixed assets of Seller; (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) . The aggregate consideration for the assets and business to be

purchased would be $____________; provided, however, that the working

capital (current assets less current liabilities) of the business to

be purchased equals or exceeds $0, as shown on a closing date balance

sheet prepared in accordance with generally accepted accounting

principles.

(c) Promptly following the execution of this letter of intent, you

will allow us to complete our examination of your financial,

accounting and business records and the contracts and other legal

documents and generally to complete due diligence. Any information

obtained by us as a result thereof will be maintained by us in

confidence subject to the terms of the Confidentiality Agreement

executed by the parties and dated

__________________ (the “Confidentiality Agreement”). The parties

will cooperate to complete due diligence expeditiously.

(d) All of the terms and conditions of the proposed transaction would

be stated in the Purchase Agreement, to be

negotiated, agreed and executed by you and us. Neither party intends

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.

(e) In addition to the conditions discussed herein and any others to

be contained in a definitive written purchase

agreement (the “Purchase Agreement”), consummation of the

acquisition would 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.

【优质】letter,of,intent模板-范文模板

. Simultaneously with the execution of the Purchase Agreement, we

would offer employment to substantially all of

Seller’s employees and would expect the management team to use its

reasonable best efforts to assist us to employ these individuals.

(g) . All parties would use all reasonable efforts to complete and

sign the Purchase Agreement on or before __________________ and to

close the transaction as promptly as practicable thereafter.

2. . You and we will pay our respective expenses incident to this

letter of intent, the Purchase Agreement and the transactions

contemplated hereby and thereby.

3. . Neither you nor we will make any announcement of the proposed

transaction contemplated by this letter of intent prior to the

execution of the Purchase Agreement without the prior written

approval of the other, which approval will not be ueasonably withheld

or delayed. The foregoing shall not restrict in any respect your or

our ability to communicate information concerning this letter of

intent and the transactions contemplated hereby to your and our, and

your and our respective affiliates’, officers,

directors, employees and professional advisers, and, to the extent

relevant, to third parties whose consent is required in connection

with the transaction contemplated by this letter of intent.

4. . All parties have represented to each other that no brokers or

finders have been employed who would be entitled to a fee by reason

of the transaction contemplated by this letter of intent.

5. In order to induce us to commit the resources, forego other

potential opportunities, and incur the legal, accounting and

incidental expenses necessary properly to evaluate the possibility of

acquiring the assets and business described above, and to negotiate

the terms of, and consummate, the transaction contemplated hereby,

you agree that for a period of [45] days after the date hereof, you,

your affiliates and your and their

respective officers, directors, employees and agents shall not

initiate, solicit, encourage, directly or indirectly, or accept any

offer or proposal, regarding the possible acquisition by any person

other than us, including, without limitation, by way of a purchase of