Letter of Intent Template

LETTER OF INTENT

This Letter of Intent is entered into as of by and between Party A: (Entity type: Corporation LLC Individual ), with principal place of business at ; and Party B: (Entity type: Corporation LLC Individual ), with principal place of business at .

RECITALS

WHEREAS, Party A is the owner, operator or authorized representative of certain assets, business operations and/or equity described as ; and

WHEREAS, Party B has expressed an interest in evaluating, negotiating and potentially acquiring the Transaction described herein, subject to satisfactory due diligence and the negotiation and execution of definitive agreements; and

WHEREAS, the parties desire to set forth certain principal terms and conditions of the proposed transaction in this Letter of Intent to guide preparation of definitive documentation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. TRANSACTION

1.1 Proposed Transaction. Subject to the terms of this Letter of Intent and the negotiation and execution of definitive agreements, Party A proposes to sell, transfer or otherwise convey to Party B, and Party B proposes to purchase from Party A, the Transaction described above (the "Transaction").

1.2 Purchase Price. The proposed aggregate purchase price shall be (the "Purchase Price"), subject to adjustment pursuant to terms to be agreed in the definitive agreement.

1.3 Payment Terms. Initial deposit or earnest money in the amount of shall be paid by Party B to an escrow or other mutually agreed mechanism, applied to the Purchase Price at closing. The balance shall be paid in cash at closing unless otherwise agreed in writing in the definitive agreements.

2. DUE DILIGENCE

2.1 Access and Information. Party A shall provide Party B and its representatives reasonable access to all material books, records, contracts, personnel and premises as reasonably requested by Party B for the purpose of conducting due diligence.

2.2 Period. The due diligence period shall commence on the effective date above and continue for , unless extended by written agreement of the parties.

3. EXCLUSIVITY

For the duration of the exclusivity period, Party A shall not, and shall cause its affiliates and representatives not to, solicit, negotiate, enter into or encourage any proposals or offers from third parties with respect to a transaction substantially similar to the Transaction. The exclusivity period shall be from the effective date, unless extended in writing by the parties.

4. CONFIDENTIALITY

All non-public information exchanged between the parties in connection with the Transaction shall be treated as confidential and used solely for purposes of evaluating and consummating the Transaction. The parties shall not disclose such information except to their respective employees, advisors and financing sources who have a need to know and who are bound to keep the information confidential on materially similar terms.

5. BINDING AND NON-BINDING PROVISIONS

Except as explicitly set forth in this Section 5 and in Sections 3 (Exclusivity), 4 (Confidentiality) and 7 (Expenses), which the parties agree are legally binding obligations, this Letter of Intent is non-binding and is intended solely as a statement of the parties' mutual intentions with respect to the principal terms of the Transaction. No party shall be bound to consummate the Transaction unless and until definitive agreements containing final terms acceptable to the parties have been executed.

6. CONDITIONS PRECEDENT

The consummation of the Transaction shall be subject to customary conditions precedent, including without limitation: (a) completion of due diligence to the reasonable satisfaction of the parties; (b) negotiation and execution of definitive agreements containing customary representations, warranties, covenants and indemnities; (c) receipt of any required third-party consents and governmental approvals; and (d) the absence of any material adverse change in the business, operations or financial condition of the subject of the Transaction prior to closing.

7. EXPENSES

Each party shall bear its own fees and expenses incurred in connection with the Transaction and the preparation and negotiation of definitive agreements, except as otherwise set forth in a definitive agreement or as required by applicable law.

8. NOTICES

All notices required or permitted under this Letter of Intent shall be in writing and shall be deemed given upon personal delivery, upon confirmed facsimile transmission, one business day after deposit with an overnight courier service, or three business days after mailing by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate in writing.

9. GOVERNING LAW

10. MISCELLANEOUS

10.1 Entire Agreement. This Letter of Intent constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

10.2 Amendments; Waiver. No amendment, modification or waiver of any provision of this Letter of Intent shall be effective unless in writing and signed by the party against whom enforcement is sought. A failure or delay in enforcing any right shall not constitute a waiver of that right.

10.3 Severability. If any provision of this Letter of Intent is determined to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Letter of Intent shall remain in full force and effect to the fullest extent permitted by law.

10.4 Counterparts. This Letter of Intent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

11. ADDITIONAL TERMS

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