Purchase Agreement Term Sheet

I. Overview

This Term Sheet serves to outline the principal terms and conditions under which [Your Company Name] ("Seller") agrees to sell, and [Buyer's Company Name] ("Buyer"), agrees to purchase the described assets. This document constitutes a preliminary non-binding agreement, subject to the execution of a definitive Purchase Agreement and satisfaction of the conditions set forth herein and any further agreed upon terms.

The aim of this Term Sheet is to provide a clear framework for the negotiation process, ensuring both parties understand the key components of the deal before progressing to a binding contract. It is intended to expedite the due diligence process and encourage transparent communication between both parties.

II. Description of Assets

The assets subject to purchase under this agreement ("Assets") include but are not limited to all physical goods, intellectual property, and tangible assets owned by [Your Company Name] as specifically listed in Exhibit A attached hereto. This list represents the primary object of the purchase and shall be verified during the due diligence process.

It is understood that these assets are being sold on an "as is, where is" basis, and the seller makes no warranties except as may be expressly set forth in the definitive Purchase Agreement.

III. Purchase Price

The total purchase price for the Assets has been agreed upon as [$ Amount] ("Purchase Price"). This amount reflects the negotiated fair market value based on prior assessments conducted by independent third parties. The breakdown of the payment schedule is as follows:

• Initial Deposit upon signing of this Term Sheet: [$ Initial Deposit Amount]

• Payment upon completion of due diligence: [$ Second Payment Amount]

• Final payment at closing: [$ Final Payment Amount]

IV. Terms of Payment

Payments shall be made by [Buyer's Company Name] to [Your Company Name] according to the schedule above through agreed-upon financial instruments. Each payment must be completed on or before its due date to ensure compliance with the terms outlined in the definitive Purchase Agreement to be drafted.

All payments are to be made in USD unless otherwise specified, and any fees required for the transfer of funds or currency exchange shall be borne by the Buyer unless negotiated otherwise.

V. Due Diligence

Commencing upon signing of this Term Sheet, [Buyer's Company Name] will have a period of [XX] days to conduct a comprehensive due diligence examination of all pertinent aspects of the Assets, including but not limited to legal, financial, and operational components.

The Seller agrees to provide all necessary documents, access to premises, and assistance as reasonably required to facilitate this due diligence process. Should any information arise during due diligence that significantly deviates from information previously provided and affects the Asset's value, the Buyer reserves the right to renegotiate the Purchase Price or terminate this agreement.

VI. Confidentiality

This document and any information shared during the due diligence process are considered confidential and shall not be disclosed to outside parties without explicit written consent from both the Buyer and the Seller. A mutual confidentiality agreement shall be executed concurrent with this Term Sheet or incorporated herein by reference.

Violation of confidentiality obligations may lead to legal remedies, including but not limited to termination of the agreement and potential financial damages recoverable under applicable law.

VII. Closing Conditions

The closing of the transaction contemplated by this Term Sheet is subject to the fulfillment of all terms and conditions set forth herein, the completion of due diligence to the Buyer's satisfaction, and the execution of a definitive Purchase Agreement by and between [Seller's Company Name] and [Your Company Name].

Further, this transaction is subject to any necessary approvals by regulatory bodies and the boards of directors of both companies, which shall be obtained prior to the execution of the definitive Purchase Agreement.

VIII. Miscellaneous

This Term Sheet is governed by the laws of [State] and constitutes the preliminary understanding between the parties regarding the purchase of the Assets. It is intended as a basis for the negotiation of the definitive Purchase Agreement and is not intended to be legally binding except for the terms governing exclusivity, confidentiality, and governing law.

The parties acknowledge by their signatures below (electronic or otherwise) that they are authorized to enter into this Term Sheet and bind their respective parties as per the terms set forth.

Company: [Your Company Name].

Date:[Date Signed]

Company: [Seller's Company Name]

Date:[Date Signed]

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