Non Binding Offer Term Sheet
Non Binding Offer Term Sheet
I. Introduction
This Non-Binding Offer Term Sheet ("Term Sheet") outlines the basic terms and conditions under which [Your Company Name] ("Company") proposes to engage in discussions and negotiations with [Counterparty Name] ("Counterparty") regarding a potential transaction or business arrangement. This Term Sheet is intended for discussion purposes only and does not constitute a legally binding agreement between the parties. The terms outlined herein are subject to further negotiation, due diligence, and the execution of definitive agreements by the parties.
II. Parties
A. [Your Company Name]
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Legal Name: [Legal Name]
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Type of Entity: [Type of Entity]
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Address: [Your Company Address]
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Representative: [Your Name], [Your Position]
B. [Counterparty Name]
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Legal Name: [Legal Name]
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Type of Entity: [Type of Entity]
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Address: [Counterparty Address]
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Representative: [Counterparty Representative], [Position]
III. Transaction Overview
The parties contemplate engaging in discussions and negotiations regarding [Brief Description of the Transaction]. The proposed transaction may include, but is not limited to, the following elements:
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Acquisition of certain assets or business divisions
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Strategic partnership or joint venture
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Investment or financing arrangement
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Licensing agreement
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Any other mutually agreed upon arrangement
IV. Key Terms
A. Purchase Price/Investment Amount
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Total Consideration: $[Amount]
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Payment Structure: [Cash, Stock, Earn-Out, etc.]
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Currency: [Currency]
B. Due Diligence
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The parties agree to conduct mutually satisfactory due diligence investigations within a specified period to assess the feasibility and risks associated with the proposed transaction.
C. Confidentiality
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Both parties agree to maintain the confidentiality of all information exchanged during the negotiation process and not to disclose such information to third parties without the other party's prior written consent.
D. Exclusivity
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The parties may or may not agree to an exclusivity period during which they will negotiate exclusively with each other and refrain from engaging in discussions or negotiations with third parties regarding the proposed transaction.
E. Governing Law
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This Term Sheet and any subsequent agreements entered into by the parties shall be governed by and construed by the laws of the [Jurisdiction].
V. Miscellaneous
A. Expenses
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Each party shall bear its expenses incurred in connection with the negotiation, preparation, and execution of this Term Sheet and any related agreements unless otherwise agreed in writing.
B. Binding Effect
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This Term Sheet is non-binding and does not create any obligation on the part of either party to proceed with the proposed transaction unless and until both parties execute a definitive agreement.
C. Amendment and Waiver
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Any amendment or waiver of any provision of this Term Sheet shall be effective only if made in writing and signed by both parties.
D. Entire Agreement
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This Term Sheet constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
E. Counterparts
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This Term Sheet may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.
[Your Company Name] and [Counterparty Name] hereby acknowledge and agree to the terms and conditions outlined in this Term Sheet as of the date first above written.
[Your Company Name]
[Your Name]
[Your Position]
[Date]
[Counterparty Name]
[Counterparty Representative]
[Position]
[Date]
