LOI TEMPLATE
Letter of Intent (LOI) Template
[Your Name/Company Name]
[Your Address]
[Your Phone Number]
[Your Email Address]
[Date]
[Recipient Name/Company Name]
[Recipient Address]
RE: Letter of Intent for [Subject of the LOI - e.g., Purchase of Business, Lease of Property, Joint Venture, etc.]
Dear [Recipient Name],
This letter of intent (the "LOI") outlines the key terms and conditions under which [Your Name/Company Name] (the "Offeror" or "We" or "Us") proposes to [Clearly state the purpose of the LOI - e.g., purchase the assets of [Target Business], lease the property located at [Property Address], enter into a joint venture with [Recipient Name/Company Name] for [Purpose], etc.] from [Recipient Name/Company Name] (the "Offeree" or "You"). This LOI is non-binding, except for the provisions regarding [List specific binding provisions, e.g., Confidentiality, Exclusivity, Governing Law, Costs].
1. Proposed Transaction:
[Provide a clear and concise description of the proposed transaction. Be specific and include key details, such as:]
- For a Purchase: Description of assets to be purchased (e.g., all assets, specific equipment, intellectual property), purchase price, payment terms (cash, stock, financing), and proposed closing date.
- For a Lease: Description of the property, lease term, rent amount, security deposit, and any options to renew.
- For a Joint Venture: Description of the purpose of the joint venture, the contributions of each party (financial, expertise, etc.), ownership percentages, and profit sharing.
- For Employment: Job title, responsibilities, compensation, benefits, and start date.
2. Key Terms and Conditions:
[Outline the most important terms and conditions of the proposed transaction. This section should be as comprehensive as possible, but remember this is a non-binding LOI. Examples include:]
- Due Diligence: [If applicable, state the period allowed for due diligence and what access will be provided.]
- Exclusivity: [If desired, include a period of exclusivity during which the Offeree will not solicit other offers.]
- Confidentiality: [Include a confidentiality provision to protect sensitive information exchanged during negotiations.]
- Governing Law: [Specify the governing law for the LOI and any subsequent definitive agreement.]
- Costs: [State which party will be responsible for legal and other transaction costs.]
3. Non-Binding Nature:
This LOI is a non-binding expression of interest and is intended to serve as a basis for further negotiation and the execution of a definitive agreement (the "Definitive Agreement"). Except for the provisions regarding [Reiterate the binding provisions, e.g., Confidentiality, Exclusivity, Governing Law, Costs], this LOI does not create any legally binding obligation on either party to consummate the proposed transaction.
4. Next Steps:
We propose that we [Suggest next steps, e.g., meet to discuss this LOI further, begin due diligence, draft the Definitive Agreement]. We look forward to working with you to finalize a mutually agreeable Definitive Agreement.
Please indicate your agreement with the terms outlined in this LOI by signing and returning a copy to us by [Date].
Sincerely,
[Your Name/Company Representative] [Your Title]
Acceptance:
The undersigned hereby agrees to the terms and conditions outlined in this Letter of Intent.
[Recipient Name/Company Representative] [Recipient Title]
Date: ____________________________
NDA TEMPLATE
Non-Disclosure Agreement (NDA) Template
This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date] (the "Effective Date") by and between:
[Disclosing Party Name], a company organized and existing under the laws of [State/Country], with its principal place of business at [Disclosing Party Address] ("Disclosing Party"),
and
[Receiving Party Name], a company organized and existing under the laws of [State/Country], with its principal place of business at [Receiving Party Address] ("Receiving Party").
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information (the "Confidential Information") that it desires to disclose to the Receiving Party for the purpose of [State the Purpose of Disclosure - e.g., evaluating a potential business relationship, discussing a joint venture, etc.]; and
WHEREAS, the Receiving Party acknowledges the confidential nature of the Confidential Information and agrees to protect it from unauthorized disclosure;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Definition of Confidential Information:
"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that relates to the Disclosing Party's business, including, but not limited to:
- Technical information, including inventions, discoveries, trade secrets, know-how, formulas, processes, designs, prototypes, software, and algorithms;
- Business information, including marketing plans, sales strategies, customer lists, pricing information, financial data, and strategic plans;
- Proprietary information, including research and development data, product specifications, and manufacturing processes;
- Information marked as "confidential" or "proprietary"; and
- Any other information that a reasonable person would understand to be confidential.
2. Exclusions from Confidential Information:
The following information shall not be considered Confidential Information:
- Information that is or becomes publicly known through no fault of the Receiving Party;
- Information that was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records;
- Information that is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;
- Information that is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or
- Information that the Receiving Party is required to disclose by law or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement.
3. Obligations of Receiving Party:
The Receiving Party agrees to:
- Keep the Confidential Information strictly confidential;
- Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;
- Use the Confidential Information solely for the Purpose;
- Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature; and
- Limit access to the Confidential Information to those of its employees, contractors, and advisors who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
4. Term and Termination:
This Agreement shall remain in effect for a period of [Number] years from the Effective Date. Either party may terminate this Agreement with [Number] days written notice. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement indefinitely.
5. Remedies:
The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages would not be an adequate remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent any unauthorized disclosure or use of the Confidential Information.
6. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State/Commonwealth of [State/Commonwealth].
7. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
[Disclosing Party Name]
By: ____________________________ Name: ____________________________ Title: ____________________________
[Receiving Party Name]
By: ____________________________ Name: ____________________________ Title: ____________________________
BUY SELL AGREEMENT TEMPLATE
Buy-Sell Agreement Template
This Buy-Sell Agreement (the "Agreement") is made and entered into as of [Date] (the "Effective Date") by and among:
[List all parties to the agreement. This typically includes the business entity itself (if it's a party), and all owners/shareholders/members. For example:]
- [Company Name], a [State] corporation/LLC/etc., with its principal place of business at [Address] (the "Company");
- [Owner 1 Name], residing at [Address] ("Owner 1");
- [Owner 2 Name], residing at [Address] ("Owner 2");
- [Owner 3 Name], residing at [Address] ("Owner 3");
- [etc.]
RECITALS
WHEREAS, the parties desire to provide for the orderly transfer of ownership interests in the Company upon the occurrence of certain events; and
WHEREAS, the parties believe it is in their best interests and the best interests of the Company to enter into this Agreement to establish a clear and predictable mechanism for the purchase and sale of ownership interests;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Triggering Events:
This Agreement shall be triggered upon the occurrence of any of the following events:
- Death: The death of any Owner.
- Disability: The permanent and total disability of any Owner, as determined by [Define how disability is determined, e.g., a qualified medical professional].
- Retirement: The voluntary retirement of any Owner from active participation in the Company. [Optional: Define eligibility requirements for retirement.]
- Withdrawal: The voluntary withdrawal of any Owner from the Company. [Optional: Include notice requirements.]
- Termination of Employment: The termination of employment of any Owner who is also an employee of the Company. [Optional: Specify if voluntary or involuntary termination is included.]
- Bankruptcy: The bankruptcy of any Owner.
- Other Events: [List any other triggering events, such as divorce, incapacity, or offer from a third party.]
2. Purchase Price:
The purchase price for the ownership interest shall be determined as follows:
- [Option 1: Fixed Price:] A fixed price of $[Dollar Amount]. This price shall be reviewed and adjusted [Frequency, e.g., annually] by mutual agreement of the Owners. If the Owners fail to agree on a revised price within [Timeframe], the price shall remain as previously set.
- [Option 2: Formula:] A price determined according to the following formula: [Clearly define the formula, e.g., a multiple of earnings, book value, appraised value, etc.].
- [Option 3: Appraisal:] An independent appraisal obtained from a qualified appraiser mutually agreed upon by the parties. The cost of the appraisal shall be shared [Specify how cost is shared, e.g., equally] by the purchasing parties.
3. Right of First Refusal:
Upon the occurrence of a Triggering Event, the remaining Owners (the "Purchasing Owners") shall have the first right to purchase the offered ownership interest (the "Offered Interest") in proportion to their current ownership percentages. If no Purchasing Owner elects to purchase the Offered Interest, then [Specify what happens next, e.g., the Company can purchase, the interest can be offered to a third party].
4. Purchase Procedure:
- Notice: The selling Owner (or their representative) shall provide written notice (the "Notice") of the Triggering Event to the Company and the Purchasing Owners.
- Election to Purchase: The Purchasing Owners shall have [Number] days from the date of the Notice to elect in writing to purchase the Offered Interest.
- Closing: The closing of the purchase shall take place within [Number] days of the election to purchase, at a time and place mutually agreed upon by the parties.
- Payment: The purchase price shall be paid as follows: [Specify payment terms, e.g., lump sum, installments, method of payment].
5. Funding:
The purchase of the Offered Interest may be funded through:
- [Life Insurance:] The Company or the Purchasing Owners may maintain life insurance policies on each Owner. Upon the death of an Owner, the proceeds from the life insurance policy shall be used to fund the purchase of the deceased Owner's interest.
- [Installment Payments:] Payments may be made in installments over a period of [Number] years, with interest at a rate of [Percentage] per annum.
- [Other Funding:] [Specify other funding options.]
6. Restrictions on Transfer:
No Owner shall sell, transfer, or encumber their ownership interest in the Company without the prior written consent of all other Owners, except as provided in this Agreement.
7. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State/Commonwealth of [State/Commonwealth].
8. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
9. Amendments:
This Agreement may be amended only by a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
[Signatures of all parties, including Owners and Company representatives.]
Important Considerations:
- Legal Counsel: This is a complex legal document. It is strongly recommended that all parties involved seek independent legal counsel to review and understand the terms of this Agreement before signing.
- Valuation: The method for determining the purchase price is crucial. Consider regular reviews and updates to ensure the price reflects the current value of the business.
- Funding: Secure funding mechanisms are essential to ensure the buy-sell agreement can be executed. Life insurance is a common and effective way to fund purchases upon death or disability.
- Tax Implications: Consult with a tax advisor to understand the potential tax consequences of the buy-sell agreement.
SHAREHOLDER AGREEMENT TEMPLATE
Shareholder Agreement Template
This Shareholder Agreement (the "Agreement") is made and entered into as of [Date] (the "Effective Date") by and among:
[List all shareholders to the agreement.]
- [Shareholder 1 Name], residing at [Address] ("Shareholder 1");
- [Shareholder 2 Name], residing at [Address] ("Shareholder 2");
- [Shareholder 3 Name], residing at [Address] ("Shareholder 3");
- [Company Name], a [State] corporation, with its principal place of business at [Address] (the "Company").
RECITALS
WHEREAS, the Shareholders are the owners of shares of common stock (the "Shares") of the Company; and
WHEREAS, the Shareholders desire to enter into this Agreement to govern their relationship as shareholders and to provide for the management and operation of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Management of the Company:
- Board of Directors: The Board of Directors shall consist of [Number] members. [Specify how directors are elected, e.g., by majority vote of the shareholders, proportional representation, etc.]
- Officers: The officers of the Company shall be [List officer positions, e.g., President, Vice President, Treasurer, Secretary]. [Specify how officers are appointed and their responsibilities.]
- Major Decisions: Certain key decisions shall require the approval of [Specify voting threshold, e.g., a supermajority vote of the shareholders, unanimous consent]. These decisions may include: [List examples of major decisions, e.g., mergers, acquisitions, sale of substantially all assets, changes to the articles of incorporation, significant capital expenditures, etc.]
2. Share Transfers:
- Restrictions on Transfer: No Shareholder shall sell, transfer, or encumber their Shares without the prior written consent of [Specify who must consent, e.g., all other Shareholders, a majority of the Shareholders].
- Right of First Refusal: If a Shareholder desires to sell their Shares, the other Shareholders shall have a right of first refusal to purchase the Shares on the same terms offered to a third party. [Outline the procedure for exercising the right of first refusal.]
- Permitted Transfers: [List any permitted transfers, e.g., transfers to family members, affiliated entities, etc.]
3. Capital Contributions:
[Outline any agreements regarding future capital contributions, if applicable. This may include:]
- Required Contributions: [Specify if shareholders are required to make additional capital contributions and under what circumstances.]
- Consequences of Non-Contribution: [Outline the consequences if a shareholder fails to make a required capital contribution, e.g., dilution of ownership, restrictions on distributions, etc.]
4. Distributions:
[Outline the policy regarding distributions of dividends or other profits.]
- Frequency: [Specify how often distributions will be made, if at all.]
- Amount: [Specify how the amount of distributions will be determined.]
5. Buy-Sell Provisions:
[This section should detail the circumstances under which a shareholder is required to sell their shares and who has the right to purchase them. This is often tied to events like death, disability, retirement, termination of employment, or irreconcilable differences among shareholders. This section should be carefully coordinated with a separate Buy-Sell Agreement if one exists, or its key provisions incorporated here. See the Buy-Sell Agreement template for detailed options.]
6. Dispute Resolution:
[Outline the process for resolving disputes among the Shareholders.]
- Mediation: [Consider requiring mediation before resorting to litigation.]
- Arbitration: [Consider requiring binding arbitration to resolve disputes.]
7. Confidentiality:
The Shareholders agree to keep confidential all information relating to the Company's business and affairs.
8. Non-Compete:
[Consider including a non-compete agreement restricting Shareholders from engaging in competing businesses during their involvement with the Company and for a reasonable period thereafter.]
9. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State/Commonwealth of [State/Commonwealth].
10. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
11. Amendments:
This Agreement may be amended only by a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
[Signatures of all shareholders and authorized company representative.]
DISCLAIMER
These templates provide a general framework. Specific provisions need to be tailored to the unique circumstances of each business and its owners. Do not use these templates without consulting with legal and financial professionals. These agreements should be consistent with the company's articles of incorporation and any other agreements among the shareholders.
For illustrative purposes only.
We need your consent to load the translations
We use a third-party service to translate the website content that may collect data about your activity. Please review the details in the privacy policy and accept the service to view the translations.