Free Counsel Term Sheet

I. Introduction

This Term Sheet ("Term Sheet") is intended to outline the basic terms and conditions governing the proposed agreement between [Your Company Name] ("Company") and [Counterparty Company Name] ("Counterparty") for [Brief Description of Transaction]. The parties at this moment acknowledge that this Term Sheet is a non-binding document and does not create any legal obligations until a final agreement is executed by both parties.

II. Parties

1. [Your Company Name]:

   • Address: [Your Company Address]

   • Contact Person: [Your Name]

   • Email: [Your Email]

   • Phone: [Your Company Number]

2. [Counterparty Company Name]:

   • Address: [Counterparty Company Address]

   • Contact Person: [Counterparty Representative Name]

   • Email: [Counterparty Representative Email]

   • Phone: [Counterparty Company Number]

III. Transaction Details

• Description: Acquisition of [Your Company Name] by [Counterparty Company Name]

• Purpose: To expand [Counterparty Company Name] market presence and product portfolio.

• Effective Date: [Date]

• Term: The proposed term of the agreement is five years, with provisions for renewal or termination upon mutual agreement by both parties.

IV. Key Terms

1. Scope of Agreement:

   • This agreement encompasses the acquisition of [Your Company Name] by [Counterparty Company Name], including all assets, personnel, and integration of products/services.

2. Payment Terms:

   • [Counterparty Company Name] will make an upfront payment of [specific amount] upon the effective date, followed by milestone-based payments per Schedule A. No royalties apply.

3. Intellectual Property Rights:

   • All intellectual property rights of [Your Company Name] transfer to [Counterparty Company Name] upon agreement, with [Your Company Name] warranting full ownership and facilitating necessary documentation.

4. Confidentiality:

   • Both parties agree to maintain confidentiality of all disclosed information, prohibiting third-party disclosure without written consent, except as required by law.

5. Governing Law and Jurisdiction:

   • This agreement is governed by [Jurisdiction] laws, with disputes resolved via arbitration in [City], per [Arbitration Institution] rules.

V. Additional Provisions

• Termination: This agreement may be terminated by either party upon mutual written consent or due to a material breach by the other party, subject to a [specific notice period].

• Indemnification: [Counterparty Company Name] shall indemnify [Your Company Name] against any losses or damages arising from breaches of representations, warranties, or obligations under this agreement by [Counterparty Company Name] Likewise, [Your Company Name] shall indemnify [Counterparty Company Name] against any losses or damages arising from breaches by [Your Company Name].

• Assignment: Neither party may assign its rights or obligations under this agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or transfer of substantially all assets, provided that the assignee agrees to assume all obligations under this agreement.

VI. Miscellaneous

• Amendment: Any amendment to this Term Sheet must be made in writing and signed by both parties.

• Entire Agreement: This Term Sheet constitutes the entire agreement between the parties concerning the subject matter hereof.

VII. Execution

This Term Sheet may be executed in counterparts, each of which shall be deemed an original and shall constitute the same instrument.

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