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1. JointVenture
Proposal
Between (party1_name)
And
(party2_name)

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.
2

3. 3
Introduction for
JointVenture 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. 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 -
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. 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) Busines s Days following
the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions set forth in th is Agreement.

6. 6
Principal Contacts for JointVenture Proposal
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.

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

8. 8
Due Diligence Review
of the JointVenture Proposal
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. Purchase Agreement in JointVenture Proposal
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.

10. Employee Agreement in JointVenture Proposal
10
(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 JointVenture 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. Not allowed to provide any confidential information regarding (partner1_name) assets or business to any
person other than (partner2_name) representatives.
Exclusive Negotiating Rights in JointVenture Proposal
12
Including without limitation by way of a purchase of -
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
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)

13. 13
Miscellaneous in JointVenture 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 JointVenture 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. 15Entirety for
JointVenture Proposal
The Agreement includes -
Annexes
Complete understanding and agreement between Partners
No changes will be taken into consideration unless not signed by both Partners.

16. 16
Next Steps for JointVenture 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. 17
Contact Us
Address
# street number, city, state
Contact Numbers
0123456789
Email Address
emailaddress123@gmail.com

18. Additional Slides
18

19. About Us
19
Preferred By Many
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Value Clients
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Premium Services
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20. 20
Our Mission
Vision
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Mission
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Goal
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21. 21
Roadmap
for Process
Flow
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22. 30 60 90 Days Plan
22
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DAYS
30
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DAYS
60
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DAYS
90

23. Timeline
23
2015
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2016
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2017
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2018
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2019
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