Negotiation Term Sheet

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I. Introduction

This Term Sheet outlines the initial terms for the proposed transaction between [Your Company Name] and [Counterparty Company Name], serving as a non-binding guide toward mutual understanding. A legally binding contract will only be established upon the negotiation and signing of a definitive agreement by both parties.

II. Parties Involved

This agreement encompasses and involves the participation of the following parties:

• [Your Company Name], which is a corporation that has been organized and currently exists under the legal statutes of [State/Country], maintains its principal office at the following address [Your Company Address].

• [Counterparty Company Name], a corporation that has been duly organized and currently exists by the laws of [State/Country], maintains its principal office at the following address [Counterparty Company Address].

The parties mentioned above are collectively referred to in this document as the "Parties" and each one of them can individually be referred to as a "Party".

III. Key Terms

The terms addressed in this Term Sheet represent the principal terms agreed upon by the Parties. Specifics of the proposed deal include:

• In the discussions between [Your Company Name] and [Counterparty Company Name], we are considering several partnership options, including a complete acquisition, an investment for an ownership stake, or a licensing deal for certain intellectual property rights.

• The transaction structure is based on the type of collaboration, ranging from a full acquisition where [Your Company Name] seeks 100% ownership of [Counterparty Company Name], to majority control with more than 50% stake, a minority interest under 50%, or a joint venture where both companies collaborate on a specific project.

• The propose valuing [Counterparty Company Name] at Valuation Amount using a specific valuation method. Recommend a compensation mix of cash (either lump sum or installments) and stock issuance, giving [Counterparty Company Name] a certain number of shares or percent ownership. Alternatively, a negotiated ratio of cash and stock can be used to ensure a fair transaction.

IV. Conditions Precedent

Each Party’s obligation to complete the transaction is subject to certain conditions being met, including, but not limited to:

1. Completion of satisfactory due diligence: Before finalizing the transaction, both parties must conduct thorough due diligence to ensure they have a clear understanding of each other's financial, legal, and operational status.

2. Approval by boards and shareholders: The transaction must be approved by the respective boards of directors and shareholders of [Your Company Name] and [Counterparty Company Name], if applicable, to proceed with legal and financial commitments.

3. Obtaining necessary consents and approvals: Any required approvals from governmental or regulatory bodies must be obtained to ensure compliance with legal and regulatory frameworks.

V. Confidentiality

Both parties agree to keep the negotiation details and any disclosed confidential information in strict confidence. This obligation of confidentiality will survive any termination of the negotiations and will continue:

• Confidentiality until public knowledge: Both parties agree to keep negotiation details and disclosed confidential information confidential until such information becomes public through no fault of either party.

• Confidentiality until transaction completion: The obligation of confidentiality will continue until the confidential information is no longer needed to pursue the transaction outlined in this Term Sheet, ensuring sensitive information remains protected throughout the transaction process.

If negotiations are terminated, all confidential information must be returned or destroyed as per the choice of the providing party.

VI. Exclusivity

For a period of [Specific Period] following the signing of this Term Sheet, [Your Company Name] agrees not to engage in any discussions or negotiations with any third party about the Transaction covered by this Term Sheet. This exclusivity will allow both parties ample time to conduct due diligence and negotiate the definitive agreements without the distraction or complication of third-party negotiations.

VII. Governing Law

This Term Sheet and the definitive agreements to follow shall be governed by and construed by the laws of [Jurisdiction State/Country] without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Term Sheet shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction State/Country].

VIII. Signatures

This Term Sheet is executed on this day, [Date], by the duly authorized representatives of the Parties as follows:

[Your Name]
[Your Company Name]

[Counterparty's Name]
[Counterparty Company Name]

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