Fill and Sign the Letter Intent Software Form

Letter of Intent to Purchase Software Development Business       (Date) This Letter confirms the mutual intentions of the undersigned with respect to the potential transaction described herein between       , hereinafter call (Name of Buyer) the Buyer, and       , hereinafter called the Seller . This (Name of Seller) document, in and of itself, does not represent an enforceable legal contract. I. Terms . The principal terms of the proposed transaction will be substantially as follows: A. Real and Effective Acquisition . Buyer will acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, Seller’s software development business, including, without limitation: (i) the       software, subject to any (Name or Description) obligations contained in license agreements owned by Seller, and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated with said business, all of said assets to be free and clear of any security interests, mortgages or other encumbrances. B. Consideration . The aggregate consideration for the assets and business to be purchased will be $       ; provided, however, that the working capital (current assets less current liabilities) of the business to be purchased equals or exceeds $       , as shown on a closing date balance sheet prepared in accordance with generally accepted accounting principles. C. Due Diligence Review . Promptly following the execution of this Letter of Intent, Seller will allow Buyer to complete its examination of Seller’s financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence. Any information obtained by Buyer as a result thereof will be maintained by Buyer in confidence subject to the terms of the Confidentiality Agreement executed by the parties and dated       (the Confidentiality Agreement ). The (Date) parties will cooperate to complete the due diligence review expeditiously. D. Definitive Purchase Agreement . All of the terms and conditions of the proposed transaction will be stated in the Purchase Agreement, to be negotiated, agreed and executed by Buyer and Seller. Neither party intends to be bound by any oral or written statements nor 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. Letter of Intent Page 1 of 3 E. Conduct in Ordinary Course . In addition to the conditions discussed herein and any others to be contained in a definitive written purchase agreement (the Purchase Agreement ), consummation of the acquisition will be subject to Seller having conducted its business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in Seller’s business, financial condition or prospects. F. Continuation of Employment . Simultaneously with the execution of the Purchase Agreement, Buyer will offer employment to substantially all of Seller’s employees and expects the management team to use its reasonable best efforts to assist Buyer in employing these individuals. G. Expediency . All parties will use all reasonable efforts to complete and sign the Purchase Agreement on or before       and to close the transaction (Date) as promptly as practicable thereafter. II. Expenses . Buyer and Seller will each pay their respective expenses incident to this Letter of Intent, the Purchase Agreement and the transactions contemplated hereby and thereby. III. Public Announcements . Neither Buyer nor Seller will make any 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 the ability of Buyer or Seller to communicate information concerning this Letter of Intent and the transactions contemplated hereby to their respective affiliates’, officers, directors, employees and professional advisers of Buyer and Seller, and, to the extent relevant, to third parties whose consent is required in connection with the transaction contemplated by this Letter of Intent. IV. Broker’s Fees . All parties have represented to each other that no brokers or finders have been employed that would be entitled to a fee by reason of the transaction contemplated by this Letter of Intent. V. Exclusive Negotiating Rights . In order to induce Buyer to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummate, the transaction contemplated hereby, Seller agrees that for a period of       days after the date hereof, Seller, its affiliates and their respective (e.g., 45) 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 Buyer, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of the equity of Seller’s securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding its assets or business to any person other than Buyer and its representatives. Letter of Intent Page 2 of 3 VI. Miscellaneous . This Letter shall be governed by the substantive laws of the State of       without regard to conflict of law principles. This Letter (Name of State) constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersedes 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 set forth herein, has been made to or by the parties hereto. This Letter may be amended only by written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such 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. VII. No Binding Obligation . Except for Sections I(C) and II through VI, THIS LETTER OF INTENT DOES NOT CONSTITUTE OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER PARTY TO THIS LETTER OF INTENT. NO SUCH OBLIGATION SHALL BE CREATED, EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT CONTAINING SUCH TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION AS SHALL BE AGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT . The Confidentiality Agreement is hereby ratified and confirmed as a separate agreement between the parties thereto. WITNESS our signatures as of the day and date first above stated.             (Name of Seller) (Name of Buyer) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Letter of Intent Page 3 of 3