Letter of Intent Template for Business Purchase

LETTER OF INTENT: BUSINESS ACQUISITION

Document ID: TR-8842-BPA
Effective Date: [____/____/2026]

Instructions for Use

• Completion: This document is to be completed by the Buyer or their authorized representative. All bracketed fields must be populated with factual data prior to submission to the Seller.
• Filing & Retention: Upon execution, retain a fully signed digital and hard copy in the corporate minute book. Pursuant to standard tax and commercial record-keeping practices, maintain this document for a minimum of 7 years.
• Mandatory Attachments: Ensure this document is accompanied by the current Exhibit A (Asset Schedule) and Exhibit B (Financial Disclosure Summary) prior to final transmission.

1. PARTIES

Buyer: [__________] (Legal Entity Name)
Seller: [__________] (Legal Entity Name)

2. TRANSACTION SUMMARY

The Buyer intends to purchase substantially all of the assets/equity of the business currently operating under the name: [__________].

• Purchase Price: $[__________] (USD)
• Payment Structure:
  • Cash at Closing
  • Seller Note (Duration: [__________] months)
  • Earn-out Provision (Based on: [__________])

3. ASSETS & LIABILITIES

• Included Assets: All inventory, intellectual property, equipment, and client contracts as listed in Exhibit A.
• Assumed Liabilities: The Buyer [ ] Shall [ ] Shall Not assume existing debt obligations of the Seller, specifically: [__________].

4. DUE DILIGENCE

The Buyer shall have a period of [__________] calendar days ("Due Diligence Period") following the execution of this LOI to conduct financial, legal, and operational inspections. The Seller agrees to provide full access to books, records, and facilities during this term.

5. EXCLUSIVITY (NO-SHOP)

For a period of [__________] days from the Effective Date, the Seller agrees not to solicit, initiate, or engage in discussions with any third party regarding the sale of the business or its assets.

6. CONFIDENTIALITY

The parties agree that the existence and terms of this transaction are strictly confidential and shall not be disclosed to any third party (excluding professional advisors) without prior written consent, unless required by applicable law.

7. GOVERNING LAW

This Letter of Intent shall be governed by and construed in accordance with the laws of the jurisdiction of: [__________].

EXECUTION

FOR BUYER:

Signature: __________________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

FOR SELLER:

Signature: __________________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.