This document outlines a business acquisition proposal between Party1 and Party2. It includes an introduction, discussion of the formation of acquired entities, purchase and sale terms, roles and responsibilities of partners, a due diligence review process, terms of a purchase agreement, an employee agreement, guidelines for public announcements, a period of exclusive negotiating rights, miscellaneous contractual terms, a dispute resolution process, an entirety clause, and next steps.

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

2. 01. Introduction
02. Formation
03. Purchase and Sale
04. Principal Contacts
06. Due Diligence Review
07. Purchase Agreement
05. Roles and Responsibilities of Partners
08. Employee Agreement
09. Public Announcements
10. Exclusive Negotiating Rights
11. Miscellaneous
13. Entirety
14. Next Steps
12. Dispute Resolution
Table of Contents
2

3. Introduction for
Business Acquisition Proposal
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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
4
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
▪ any and all customer lists
▪ the (partner1_name), subject to any obligations contained in disclosed license agreements
and all related intellectual property
▪ the fixed assets of (partner1_name)
▪ goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances

5. Purchase and
Sale of the Acquired Entities
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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.

6. 6
Principal Contacts for Business Acquisition Proposal
The principal contacts for the individual organizations are mentioned below
Note – These Principal Contacts may change in writing from time to time by their respective Partners.
(Partner1)
(Principal Contact _Name)
(Designation)
(Address)
(Telephone)
(Principal Contact _Name)
(Designation)
(Address)
(Telephone)
(Partner1)

7. Roles and Responsibilities of Partners for Business Acquisition Proposal
7
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
Roles and Responsibilities of Partners

8. 8
Due Diligence
Review of the Acquired Entities
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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

9. 9
▪ 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
Purchase Agreement
in Business Acquisition Proposal

10. Employee Agreement
in Business Acquisition Proposal
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(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.
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 –
▪ 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

11. 11
Public Announcements in
Business Acquisition Proposal
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.
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.

12. Exclusive Negotiating Rights
in Business Acquisition Proposal
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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
▪ Assets or Merger
▪ Any substantial part of your equity securities or assets
Including without limitation by way of a purchase of

13. 13
Miscellaneous
in Business Acquisition Proposal
This letter will be governed by the fundamental laws of the (country) without any conflict to law principles.
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

14. Dispute Resolution for
Business Acquisition Proposal
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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

15. Entirety for
Business Acquisition Proposal
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The Agreement includes
No changes will be taken into consideration unless not signed by
both Partners
▪ Complete understanding and agreement between Partners
▪ Annexes

16. Next Steps for Business Acquisition Proposal
16
Signature
Proposal lead
{user_assigned}, {user_title}
Signature
Default Contact
{client_contact_first},
{client_contact_last} {Client_name}
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.
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

17. Contact Us
17
Address
# street number, city, state
Contact Numbers
0123456789
Email Address
emailaddress123@gmail.com

18. 18
Additional Slides

19. About Us
19
Target Audience
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Preferred by Many
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Value Clients
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20. 20
Our Mission
Vision
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Mission
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Goal
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21. Roadmap for Process Flow
21
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22. 30 60 90 Days Plan
22
30 Days
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60 Days
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90 Days
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23. Timeline
23
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