Free Acquisition Term Sheet

Prepared by: [Your Name]

I. Overview

This Acquisition Term Sheet outlines the proposed terms under which [Buyer Company Name] ("Buyer") agrees to purchase certain assets from [Seller Company Name] ("Seller"). The assets covered under this Agreement include but are not limited to, all intellectual property and related assets owned by the Seller. This Term Sheet serves to provide a preliminary understanding before the execution of a definitive agreement.

II. Purchase Price and Consideration

The total consideration for the assets being acquired will be detailed herein:

• Total Purchase Price: [$ Purchase Price]

• Payment Terms: [Percent]% upon signing the definitive agreement, the remaining balance payable over [number] months/years.

• Form of Payment: Payments will be made in cash, shares of Buyer, or a combination thereof as detailed in the definitive agreement.

Any adjustments to the purchase price based on the due diligence findings or financial performance of the acquired assets before closing will be described comprehensively in the definitive agreement.

III. Assets to be Acquired

The following assets are included in this acquisition:

• Intellectual Property: All patents, trademarks, copyrights, trade secrets, and related items that are owned by [Seller Company Name].

• Physical Assets: [List all significant physical assets]

• Contracts and Agreements: All existing contracts and agreements will be transferred to the Buyer subject to the terms of those agreements and applicable laws.

IV. Due Diligence

• The Buyer has the right to conduct a due diligence investigation of the Seller's business, which includes but is not limited to, all financial records, intellectual property, legal obligations, and employee agreements.

• The due diligence period will commence on [Due Diligence Start Date] and shall conclude by [Due Diligence End Date].

• The Seller agrees to provide full access to all necessary documents and facilities during this period.

• Any findings from the due diligence that may affect the value of the assets or the willingness of the Buyer to proceed with the acquisition can be grounds for renegotiation or termination of the Term Sheet.

V. Confidentiality

• All negotiations relating to this acquisition shall be held in strict confidence by both parties. Disclosure of the terms discussed or any related information to third parties without prior written consent from either the Buyer or Seller is prohibited.

• Both parties agree to use any confidential information solely to negotiate and complete the transaction described in this Term Sheet. This confidentiality clause will remain in effect regardless of the outcome of these negotiations.

VI. Exclusivity

• Both parties agree that from the date of this Term Sheet until [Exclusivity End Date], the Seller will not solicit, negotiate, or enter into discussions with any other party concerning the sale of the assets described herein.

• This exclusivity will be binding upon both parties and ensure focused and uninterrupted negotiations toward a definitive agreement within the stipulation period.

VII. General Provisions

This Term Sheet is not a binding agreement for the sale of assets but serves solely as a basis for further negotiation. The parties agree that no obligation to conclude a transaction shall arise unless and until a definitive agreement has been executed by both parties.

This Term Sheet and its implications are governed by the laws of the jurisdiction in which the Seller operates, and any disputes arising from it will be subject to arbitration in [Arbitration Location].

Agreed to by [Buyer Legal Representative Name] and [Seller Legal Representative Name] on [Date].

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