Legal Term Sheet

LEGAL TERM SHEET

Effective Date:    Party A Name:    Entity Type: Corporation LLC Individual

Party B Name:    Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Party A and Party B wish to set forth the principal terms and conditions on which they propose to proceed with the proposed transaction described herein (the Transaction) for the purposes of negotiating and documenting definitive agreements governing the Transaction; and

WHEREAS, the parties desire to record the material economic terms, key conditions to closing, and certain binding obligations as set forth below to facilitate negotiation of definitive documentation;

WHEREAS, the parties acknowledge that this Term Sheet is intended to reflect the current agreement in principle and to provide a basis for preparing definitive agreements.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Transaction

1.1 Transaction Type: The Transaction shall be a pursuant to the terms set forth in this Term Sheet.

1.2 Transaction Description: The parties describe the Transaction as follows:

2. Consideration

2.1 Purchase Price or Investment Amount: The aggregate consideration payable in respect of the Transaction shall be (USD).

2.2 Form of Consideration: Consideration shall be paid as follows:

2.3 Equity Allocation (if applicable): Equity to be issued to Party A/Party B shall represent % of the fully diluted equity immediately following the Transaction.

3. Closing

3.1 Target Closing Date: The parties shall use commercially reasonable efforts to consummate the Closing on or before .

3.2 Closing Location: The Closing shall take place at unless otherwise agreed in the definitive agreements.

4. Conditions to Closing

4.1 The obligation of each party to proceed to Closing is subject to the satisfaction (or waiver) of customary closing conditions, including without limitation: (a) accuracy of representations and warranties in all material respects as of Closing; (b) performance of covenants material to the Transaction; and (c) receipt of required third-party and governmental approvals.

5. Confidentiality

5.1 The parties acknowledge that disclosure of Confidential Information has been or will be made. The parties agree that the confidentiality obligations set forth below are binding and enforceable as a separate agreement despite the non-binding nature of most provisions of this Term Sheet.

5.2 Confidentiality Period: Each party shall keep confidential and refrain from disclosing Confidential Information for days from the Effective Date, except as required by law or with prior written consent.

6. Exclusivity (No-Shop)

6.1 For a period of days from the Effective Date, neither party shall solicit, entertain or accept offers from third parties with respect to the Transaction; this Exclusivity obligation is binding.

7. Expenses

7.1 Each party shall bear its own fees and expenses in connection with the negotiation and preparation of this Term Sheet and any definitive agreements, except that .

8. Definitive Agreements

8.1 The parties intend to negotiate in good faith and execute definitive agreements containing customary representations, warranties, covenants, indemnities and closing conditions. Except for the sections expressly stated as binding in this Term Sheet, the parties agree that this Term Sheet is non-binding and is intended solely as a statement of current intent.

9. Representations; Limitation

9.1 Except as expressly set forth in any definitive agreement, no party makes any representation or warranty, express or implied, regarding the accuracy or completeness of any information provided in connection with the Transaction. Each party acknowledges that it will rely solely on its own investigation.

10. Termination

10.1 This Term Sheet shall terminate (a) by execution of definitive agreements, (b) by mutual written agreement of the parties, or (c) upon written notice by either party if the parties have not executed definitive agreements by .

11. Notices

11.1 All notices, requests, consents and other communications under this Term Sheet shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

12. Amendments; Waiver

12.1 No amendment, modification or waiver of any provision of this Term Sheet shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver.

13. Governing Law

13.1 This Term Sheet shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

14. Entire Agreement; Severability

14.1 This Term Sheet constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and writings. If any provision of this Term Sheet is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. Counterparts; Electronic Signature

15.1 This Term Sheet may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as original signatures.

16. Binding and Non-Binding Provisions

16.1 Unless otherwise expressly provided in this Term Sheet, the provisions contained herein are intended solely as a basis for further discussion and are non-binding. Notwithstanding the foregoing, Sections 5 (Confidentiality), 6 (Exclusivity), 7 (Expenses) and this Section 16 shall be binding obligations of the parties.

Sign Now