Business Unit Offer Packet

BUSINESS UNIT OFFER PACKET

Offer Packet No.:    Date:

Business Unit Name:

Offeror (Seller) Name:

Offeree (Buyer) Name:

RECITALS

WHEREAS, Offeror conducts the business and operations identified as the Business Unit and owns or controls certain assets, contracts and goodwill necessary for the continued operation of such Business Unit; and

WHEREAS, Offeree desires to acquire, and Offeror desires to offer for sale, the Business Unit on the terms and conditions set forth in this Offer Packet, subject to negotiation of a definitive purchase agreement and satisfaction of the conditions set forth herein; and

WHEREAS, the parties intend that this Business Unit Offer Packet set forth the material terms of the proposed transaction, provide a record of the offer, and establish baseline terms for any definitive agreement.

SCOPE OF OFFER

PURCHASE PRICE AND PAYMENT TERMS

Deposit due by:    Held in:

Late payment fee:    Remedies for default: Purchase Agreement will permit retention of deposit and specific performance where applicable.

TERM AND TERMINATION

Offer effective from:    until:

Either party may terminate this Offer upon written notice to the other party delivered at least days prior to termination. Termination will not relieve the parties of obligations incurred prior to the effective termination date.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Offer and any ensuing negotiations, it may receive Confidential Information of the other party. "Confidential Information" means non-public information marked or reasonably understood to be confidential, including financials, customer lists, pricing, trade secrets, and employee information. Each party shall: (a) hold Confidential Information in strict confidence; (b) use it solely for the purpose of evaluating and consummating the transaction; and (c) not disclose it except to representatives bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Offer for years, except as required by law.

REPRESENTATIONS AND WARRANTIES

Offeror represents and warrants that, to the best of its knowledge, it has good and marketable title to the included assets, and that there are no undisclosed material liabilities affecting the Business Unit other than those disclosed in writing to Offeree. Offeree represents that it has the authority and financial capacity to evaluate and, if accepted, close the proposed transaction. These representations are for purposes of negotiation and will be incorporated into any definitive purchase agreement with customary survival periods.

GOVERNING LAW

This Offer Packet and any definitive agreement arising from it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT; MISCELLANEOUS

This Offer Packet, together with any attachments referenced herein, constitutes the entire expression of the parties' present intent with respect to the subject matter and supersedes all prior written or oral communications concerning the transaction. No amendment or waiver of any provision of this Offer Packet shall be effective unless in writing and signed by both parties. If any provision is held invalid, the remaining provisions will remain in full force and effect.

Asset list    Contracts schedule    Financial statements    Employee list

OFFER ACCEPTANCE

This Offer is not binding on Offeror until accepted in writing by Offeror and Offeree and executed by authorized representatives of each party. Acceptance shall be evidenced by signature below or by execution of a definitive purchase agreement that references and incorporates this Offer Packet.

Sign Now