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1. Asset
Acquisition
Proposal
Between (Party1 Name) and (Party2 Name)

2. TABLE OF
CONTENT
Employee Agreement
Public Announcements
Exclusive Negotiating Rights
Miscellaneous
Dispute Resolution
Entirety
Next Steps
Introduction
Formation
Purchase and Sale
Principal Contacts
Roles And Responsibilities of Partners
Due Diligence Review
Purchase Agreement
2

3. Introduction for Asset Acquisition Proposal
3
FORM
This is Request For Proposal (RFP), dated (date) between (partner1_name) an organization
(firm_type) established under the laws of (country_name) with its headquarter in (firm_location)
represented by (representative of partner1), (designation); and (partner2_name), a ( firm_type) in
(firm_location), represented by (representative of partner2), (designation). (Partner1_name) and
(Partner2_name) are referred to herein individually as a “Party” and collectively as “Parties.”
DESCRIPTION
This is the letter of intent for one company offering to buy the business of another company through
asset purchase. It will be considered to be a definite agreement.
PREAMBLE
› (Partner1_name) operates a business
› (Partner2_name) desires to acquire the (Partner1_name) business
› (Partner1_name) has agreed to sell interests of each of its Affiliates to (Partner2_name)
› Concurrently herewith, the largest business owner of shares of (partner1_name) common stock
shall enter into a voting agreement with (partner2_name) in connection with the transactions
contemplated hereby.

4. Formation of Acquired Entities
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BASIC TRANSACTION
Partner1_name) shall, prior to the Closing, cause its Affiliates to be incorporated and
established as a private limited company under the laws of (country_name), as a direct or
indirect wholly-owned subsidiary of (partner1_name).
(Partner2_name) will acquire all the assets, tangible and intangible, owned by
(partner1_name) that are used in, or necessary for the conduct of, its business
development, including, without limitation
the (partner1_name), subject to any obligations contained in disclosed license
agreements and all related intellectual property
the fixed assets of (partner1_name)
any and all customer lists
goodwill associated therewith, all free and clear of any security interests, mortgages
or other encumbrances

5. Purchase and Sale of the Acquired Entities
5
PURCHASE PRICE PAYMENT
At the Closing, (Partner2_name) shall pay to (Partner1_name) the Purchase
Price in cash by wire transfer or remittance to one or more bank accounts as
designated by (Partner1_name) in writing to (Partner2_name) at least
fifteen(15) Business Days prior to the Closing Date.
The closing of the transactions expected by this Agreement (the “Closing”)
shall take place no later than fifteen(15) Business Days following the
satisfaction or waiver of all conditions to the obligations of the Parties to
consummate the transactions set forth in this Agreement.
CLOSING
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6. Principal Contacts for Asset Acquisition Proposal
6
The principal contacts for the individual organizations are mentioned below
(PARTNER1)
› (Principal Contact _Name)
› (Designation)
› (Address)
› (Telephone)
(PARTNER2)
› (Principal Contact _Name)
› (Designation)
› (Address)
› (Telephone)
Note – These Principal Contacts may change in writing from time to time by their respective Partners.
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7. Roles and Responsibilities of Partners for Asset Acquisition Proposal
7
ROLES AND RESPONSIBILITIES OF PARTNERS
DESCRIPTION PARTNER 1 PARTNER 2
Roles
› Add Text Here
› Add Text Here
› Add Text Here
› Add Text Here
Responsibilities
› Add Text Here
› Add Text Here
› Add Text Here
› Add Text Here
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8. Due Diligence Review of the Acquired Entities
Punctually, after the execution of this letter of intent
(Partner1_name) will allow to complete examination of financial, accounting and business
records and the contracts and other legal documents in order to complete due diligence.
Any information obtained by (partner2_name) as a result thereof will be maintained by
(partner2_name) in confidence subject to the terms of the Confidentiality Agreement executed
by the parties and dated (date) (“Confidentiality Agreement”).
The parties will cooperate to complete due diligence expeditiously.
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9. Purchase Agreement in Asset Acquisition Proposal
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A definitive written purchase agreement (the “Purchase Agreement”), consummation of the
acquisition would be subject to having conducted (partner1_name) business in the ordinary course
during the period between the date hereof and the date of closing
No material adverse change in (partner1_name) business, financial condition or prospects
All of the terms and conditions of the proposed transaction will be mentioned in the Purchase
Agreement, to be negotiated, agreed and executed by both Parties
Neither party intends to be bound by any oral or written statements or correspondence
concerning the Purchase Agreement arising during the course of negotiations
Notwithstanding that the same may be expressed in terms signifying a partial,
preliminary or interim agreement between the Parties
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10. Employee Agreement in Asset Acquisition Proposal
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Simultaneously with the execution of the Purchase Agreement, both Parties would enter
into employment agreements on such terms and conditions as would be negotiated and
agreed. Including-
(partner2_name) offer employment to substantially all of (partner1_name)’s employees
and would expect the management team to use its reasonable best efforts to assist
(partner2_name) to employ these individuals.
Mutually Agreeable Provisions Regarding Term
Base and Incentive Compensation
Confidentiality
Assignment to (partner2_name) of intellectual property rights in past
and future work product and restrictions on competition
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11. Public Announcements in Asset Acquisition Proposal
11
Neither of the Parties are allowed to make announcement of the
proposed transaction contemplated by this letter of intent prior to the
execution of the Purchase Agreement without the prior written
approval of the other, which approval will not be unreasonably
withheld or delayed.
The foregoing shall not restrict in any respect either of the party ability
to communicate information concerning this letter of intent and the
transactions contemplated hereby to both Parties, and their respective
affiliates’, officers, directors, employees and professional advisers,
and, to the extent relevant, to third parties whose consent is required
in connection with the transaction contemplated by this letter of intent.
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12. Exclusive Negotiating Rights in Asset Acquisition Proposal
Including without limitation by way of a purchase of
Not allowed to provide any confidential information regarding (partner1_name) assets or business to
any person other than (partner2_name) representatives
Shares
Assets or Merger
Any substantial part of your equity securities or assets
For (partner2_name) to utilize the resources, other potential opportunities, and acquire the
legal, accounting and incidental necessary expenses appropriately to evaluate the possibility of
acquiring the assets and business mentioned
Hereof (partner1_name) and its affiliates and associated respective officers, directors,
employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any
offer or proposal, regarding the possible acquisition by any person other than (partner2_name)
To negotiate the terms of, and consummate, the transaction expected hereby, (partner1_name)
agree that for a period of sixty(60) days after the date
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13. Miscellaneous in Asset Acquisition Proposal
13
This letter constitutes the entire understanding and agreement between the both Parties
and their affiliates with respect to its subject
It surpasses all prior or contemporaneous agreements, representations, warranties and
understandings of such parties (whether oral or written)
No promise, inducement, representation or agreement, other than as expressly presented
here, has been made to or by the both Parties
This letter is taken into consideration only by written agreement, signed by the both
Parties to be bound by the amendment
Evidence will be prohibited to present agreement between these parties to any term or
condition contrary to or in addition to the terms and conditions contained in this letter
This letter shall be construed according to its fair meaning and not strictly for or against
either party
This letter will be governed by the fundamental laws of the (country) without any conflict
to law principles.
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14. Dispute Resolution for Asset Acquisition Proposal
14
Both the parties agree in the event of dispute between the Partners in context to
Agreement that they first make efforts to resolve the dispute through informal discussions
In case of any dispute not informally resolved within the assigned period, the partners
agree to negotiate through mediation
Mediator should be accepted by both the parties
Cost of the mediator should be shared equally by both the Partners
No Partner is allowed to waive its legal rights to resolve this Agreement in legal forum
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15. Entirety for Asset Acquisition Proposal
THE AGREEMENT INCLUDES
No changes will be taken into consideration unless not signed
by both Partners
Annexes
Complete understanding and agreement between Partners
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16. Next Steps for Asset Acquisition Proposal
16
We firmly believe in clarifying things and sorting out the issues in order to find the most
suitable way to work together.
Discuss the desired changes
Accept the proposal
Sign and finalize the proposal
Submit an initial payment of 50% of total fee of project
Once we get the notification of your proposal acceptance, we will send you the separate
copy of the signed contract for your record
Feel free to contact
Your Text Here
Your Text Here
{client_contact_first},
{client_contact_last} {Client_name}
SIGNATURE
Default Contact
{user_assigned}, {user_title}
SIGNATURE
Proposal lead
It is requested to read the contract to get the understanding of the details involved in working with us. Everything should be fair,
transparent and easily understandable at the beginning in order to lay a solid foundation for better work relationship.

17. Contact Us
0123456789
CONTACT NUMBER
# street number, city, state
ADDRESS
emailaddress123@gmail.com
EMAIL ADDRESS
17

18. 18
Additional Slides

19. About Us
19
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Preferred By Many
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Value Clients
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Target Audience

20. Our Mission
20
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audience's attention.
Vision
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audience's attention.
Goal
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audience's attention.
Mission

21. Roadmap for Process Flow
21
01
02
03
04
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22. 30 60 90 Days Plan
22
DAYS
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DAYS
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DAYS
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23. Timeline
23
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2015
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2016
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2017
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2018
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2019