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1. Acquisition
Letter Proposal
Between
Party1_(Name) & Party2_(Name)

2. Table of Contents
2
Introduction01.
Formation02.
Purchase and Sale03.
Principal Contacts04.
Roles and Responsibilities of Partners05.
Due Diligence Review06.
Purchase Agreement07.
Employee Agreement08.
Public Announcements09.
Exclusive Negotiating Rights10.
Miscellaneous11.
Dispute Resolution12.
Entirety13.
Next Steps14.

3. Introduction for Acquisition Letter Proposal
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.”
Form
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.
Description
• (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.
Preamble
3

4. Formation of Acquired Entities
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
Any and all customer lists
Goodwill associated therewith, all free and clear of any security interests, mortgages
or other encumbrances
The fixed assets of (partner1_name)
4

5. Purchase and Sale of the Acquired Entities
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.
Closing
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.
5

6. Principal Contacts for Acquisition Letter Proposal
The principal contacts for the individual organizations are mentioned below
( P a r t n e r 1 )
• (Principal Contact _Name)
• (Designation)
• (Address)
• (Telephone)
( P a r t n e r 2 )
• (Principal Contact _Name)
• (Designation)
• (Address)
• (Telephone)
Note – These Principal Contacts may change in writing from time to time by their respective Partners.
6

7. Roles and Responsibilities of Partners for Acquisition Letter Proposal
ROLES AND RESPONSIBILITIES OF PARTNERS
Responsibilities
Roles
Description
• Text Here
• Text Here
• Text Here
• Text Here
Partner 1
• Text Here
• Text Here
• Text Here
• Text Here
Partner 2
7

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.
01.
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”).
02.
The parties will cooperate to complete due diligence expeditiously.03.
8

9. Purchase Agreement in Acquisition Letter Proposal
01.
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.
02. No material adverse change in (partner1_name) business, financial condition or prospects.
03.
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.
04.
Neither party intends to be bound by any oral or written statements or correspondence
concerning the Purchase Agreement arising during the course of negotiations.
05.
Notwithstanding that the same may be expressed in terms signifying a partial,
preliminary or interim agreement between the Parties.
9

10. Employee Agreement in Acquisition Letter Proposal
10
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
Confidentiality
Assignment to (partner2_name) of intellectual property rights in past and future
work product and restrictions on competition
Base and Incentive Compensation

11. Public Announcements in Acquisition Letter Proposal
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.
11

12. Exclusive Negotiating Rights in Acquisition Letter Proposal
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.
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.
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)
Not allowed to provide any confidential information regarding (partner1_name) assets or business to any
person other than (partner2_name) representatives.
Shares
Any substantial part of your equity securities or assets
Assets or Merger
Including without limitation by way of a purchase of
12

13. Miscellaneous in Acquisition Letter Proposal
This letter will be governed by the fundamental laws of the (country) without any
conflict to law principles.
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.
This letter shall be construed according to its fair meaning and not strictly for or against
either party.
This letter constitutes the entire understanding and agreement between the both
Parties and their affiliates with respect to its subject.
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.
13

14. Dispute Resolution for Acquisition Letter Proposal
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.
Mediator should be accepted by both the parties.
Cost of the mediator should be shared equally by both the Partners.
In case of any dispute not informally resolved within the assigned period,
the partners agree to negotiate through mediation.
No Partner is allowed to waive its legal rights to resolve this Agreement in
legal forum.
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15. Entirety for Acquisition Letter Proposal
No changes will be taken into consideration unless not signed by
both Partners.
Annexes
Complete understanding and agreement between Partners
THE AGREEMENT INCLUDES -
15

16. Next Steps for Acquisition Letter Proposal
It is requested to read the MoA 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.
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
• Add text here
• Add text here
Signature
Proposed Lead
{ user_assigned }, { user_title }
Signature
Default Contact
{ client_contact_first }, { client_contact_last }
{ client_name }
16

17. Contact
us
Address
# street number, city, state
Contact Number
0123456789
Email Address
emailaddress123@gmail.com
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18. Additional Slides
18

19. About
Us
Target Audience
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Preferred by Many
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Value Clients
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20. Our Mission
Vision
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Mission
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Goal
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21. Roadmap for Process Flow
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FINISH
START
2015
2016
2017
2018
2019
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22. 30 60 90 Days
DAYS
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30
DAYS
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60
DAYS
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90
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23. Timeline
2015
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2017
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2019
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2016
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2018
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