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Intent To Purchase Business Agreement Template for India

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Key Requirements PROMPT example:

Intent To Purchase Business Agreement

"I need an Intent to Purchase Business Agreement for acquiring a mid-sized software development company in Bangalore, with a 60-day exclusivity period and special provisions for retaining key technical staff during the transition."

Document background
The Intent to Purchase Business Agreement is a crucial preliminary document used in Indian business acquisitions to formalize negotiations between parties before entering into a definitive purchase agreement. This document is typically employed when a potential buyer has serious interest in acquiring a business but needs to conduct due diligence and negotiate final terms. It outlines key aspects such as the proposed transaction structure, indicative valuation, exclusivity period, and confidentiality obligations. Under Indian law, while the purchase intention itself is non-binding, certain provisions like confidentiality and exclusivity are typically structured as binding obligations. The agreement serves as a roadmap for the transaction, protecting both parties' interests during the negotiation phase and providing a framework for moving toward a definitive agreement.
Suggested Sections

1. Parties: Identification and details of the potential buyer and seller, including registered addresses and company registration numbers

2. Background: Context of the transaction, brief description of the business, and the parties' intention to enter into a potential transaction

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

4. Subject Matter: Description of the business assets, shares, or undertaking intended to be purchased

5. Purchase Price Range: Indicative price range or valuation methodology for the proposed transaction

6. Due Diligence: Terms and process for conducting due diligence, including access to information and confidentiality obligations

7. Exclusivity: Period during which the seller cannot negotiate with other potential buyers

8. Timeline: Proposed schedule for due diligence, negotiations, and execution of definitive agreements

9. Confidentiality: Obligations regarding the protection of confidential information exchanged during negotiations

10. Costs and Expenses: Allocation of costs related to the transaction and due diligence process

11. Non-Binding Nature: Clear statement of which provisions are binding and non-binding

12. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction

Optional Sections

1. Break Fee: Compensation payable if either party backs out under specific circumstances

2. Employee Matters: Preliminary understanding regarding treatment of employees post-acquisition

3. Regulatory Approvals: Include when the transaction may require specific regulatory clearances

4. Intellectual Property Rights: Include when IP forms a significant part of the business value

5. Non-Compete: Preliminary terms for non-competition restrictions on the seller

6. Earnout Structure: Include when part of purchase price may be contingent on future performance

7. Management Continuity: Include when retention of key management is crucial to the transaction

8. Asset Preservation: Include when there are concerns about maintaining business value during negotiations

Suggested Schedules

1. Schedule 1 - Business Description: Detailed description of the business, its operations, and assets

2. Schedule 2 - Indicative Timeline: Detailed timeline with key milestones and deadlines

3. Schedule 3 - Due Diligence Requirements: List of documents and information required for due diligence

4. Schedule 4 - Excluded Assets/Liabilities: List of assets or liabilities specifically excluded from the potential transaction

5. Schedule 5 - Key Personnel: List of key employees or management personnel crucial to the business

6. Appendix A - Form of Confidentiality Agreement: Template of detailed confidentiality agreement if required separately

7. Appendix B - Preliminary Valuation Metrics: Key financial metrics and valuation methodology to be used

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Relevant Industries

Manufacturing

Technology

Retail

Healthcare

Financial Services

Real Estate

Professional Services

Hospitality

E-commerce

Construction

Education

Automotive

Energy

Telecommunications

Media & Entertainment

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Mergers & Acquisitions

Strategy

Risk Management

Compliance

Business Development

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Director

Corporate Lawyer

Legal Counsel

Mergers & Acquisitions Manager

Investment Banker

Business Owner

Company Secretary

Corporate Strategy Director

Chief Legal Officer

Finance Director

Operations Director

Risk Manager

Due Diligence Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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