DEAL TERM SHEET

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I. Parties Involved

This section outlines the primary entities participating in the strategic partnership:

1. Acme Technologies Inc. is a leading provider of innovative software solutions in the healthcare sector.

2. MedCo Enterprises is a prominent healthcare equipment manufacturer specializing in medical imaging devices.

Description: Acme Technologies Inc. specializes in developing cutting-edge software solutions to optimize healthcare operations, while MedCo Enterprises is renowned for its high-quality medical imaging devices used in hospitals worldwide.

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II. Transaction Structure

Here, the structure of the strategic partnership is detailed:

1. Type of Deal: Strategic Collaboration Agreement.

2. Consideration: Acme Technologies will provide access to its proprietary software platform, while MedCo Enterprises will offer discounted pricing on its latest medical imaging devices.

3. Payment Terms: Initial payment upon signing, followed by milestone payments based on the achievement of predetermined performance metrics.

4. Earnouts or Contingent Consideration: Additional payments are contingent on the successful integration of the software platform with MedCo's imaging devices and achieving specified sales targets.

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III. Closing Conditions

This section outlines the conditions necessary for finalizing the strategic partnership:

1. Due Diligence: Both parties agree to conduct thorough due diligence within 60 days of signing this term sheet.

2. Regulatory Approvals: MedCo Enterprises will be responsible for obtaining any necessary regulatory approvals for the integration of the software platform with its medical imaging devices.

3. Third-Party Consents: Acme Technologies will obtain consent from its existing clients, if required, for the integration of their data with MedCo's imaging solutions.

4. Material Adverse Change Clause: Either party may terminate the agreement if there is a material adverse change in the business or financial condition of the other party before closing.

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IV. Timelines

This section lays out the timeline for key milestones in the strategic partnership:

1. Signing Date: The parties aim to sign the definitive agreement within 30 days of executing this term sheet.

2. Closing Date: The transaction is expected to close within 90 days of signing the definitive agreement.

3. Post-Closing Activities: Following closing, both parties will collaborate on the seamless integration of the software platform with MedCo's imaging devices and initiate joint marketing efforts to promote the integrated solution.

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V. Confidentiality and Exclusivity

This section addresses confidentiality and exclusivity agreements between the parties:

1. Confidentiality: Both parties agree to maintain the confidentiality of all proprietary information exchanged during negotiations and throughout the partnership term.

2. Exclusivity Period: MedCo Enterprises agrees to an exclusivity period of 120 days, during which it will not engage in negotiations with other software providers for similar partnerships in the healthcare sector.

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VI. Dispute Resolution

This section outlines the process for resolving disputes:

1. Negotiation: The parties commit to resolving any disputes through good-faith negotiations between designated representatives.

2. Mediation: If negotiations fail to resolve the dispute, both parties agree to engage in mediation facilitated by a neutral third party.

3. Arbitration or Litigation: If mediation is unsuccessful, any unresolved disputes will be submitted to binding arbitration under the laws of the state of [Your State].

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VII. Jurisdiction

Any legal proceedings that originate from or are connected to the stipulations of this agreement must be initiated and conducted solely within the jurisdiction of the courts located in [Your Country].

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