This document outlines a proposal for one company to acquire another through an asset purchase. It details the formation of new entities, purchase price and closing process. It also covers principal contacts, roles and responsibilities, due diligence, purchase agreement terms, employee agreements, public announcements, exclusive negotiating rights, miscellaneous terms, dispute resolution and next steps. The overall purpose is for one party to acquire the assets and business of another party through this proposed transaction.

1. Between
(party1_name) and (party2_name)
Company
Acquisition
Proposal

2. 2
Table of Contents
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. 3
Introduction for Company Acquisition Proposal
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. 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
the fixed assets of (partner1_name)
goodwill associated therewith, all free and clear of any security interests,
mortgages or other encumbrances

5. 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.

6. 6
Principal Contacts for Company Acquisition Proposal
The principal contacts for the individual organizations are mentioned below -
(PARTNER 1)
› (Principal Contact _Name)
› (Designation)
› (Address)
› (Telephone)
Note – These Principal Contacts may change in writing from time to time by their respective Partners.
(PARTNER 2)
› (Principal Contact _Name)
› (Designation)
› (Address)
› (Telephone)

7. Roles and Responsibilities of Partners for Company Acquisition Proposal
7
DESCRIPTION Partner 1 Partner 2
Roles
• Text Here
• Text Here
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Responsibilities
• Text Here
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• Text Here
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Roles and Responsibilities of Partners

8. 8
Due Diligence Review of the Acquired Entities
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”).
(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.
The parties will cooperate to complete due diligence expeditiously.
Punctually, after the execution of this letter of intent

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

10. 10
Employee Agreement in Company Acquisition Proposal
(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 Company Acquisition 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.

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

13. 13
Miscellaneous in Company 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. 14
Dispute Resolution for Company Acquisition 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
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. 15
Entirety for Company Acquisition Proposal
No changes will be taken into consideration unless not signed by both Partners.
THE AGREEMENT INCLUDES -
Complete understanding and agreement between Partners
Annexes

16. 16
Next Steps for Company Acquisition 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 }

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

18. Additional Slides
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19. About Us
19
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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21. Roadmap for Process Flow
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DAYS
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DAYS
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DAYS
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30 60 90 Days Plan
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23. Timeline
23
START FINISH
2016
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2017
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2018
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2019
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