Break-up Fee Term Sheet

Date: [Insert Date]

I. Parties Involved

[Party A Name], henceforth to be acknowledged and referred to under the designation of "Party A", in conjunction with [Party B Name], henceforth to be acknowledged and referred to under the designation of "Party B",

II. Purpose

This Break-up Fee Term Sheet ("Term Sheet") is intended to provide clarity and transparency regarding the financial consequences of the termination of [Description of the Deal] (the "Deal") between Party A and Party B.

III. Break-up Fee

If the Deal is terminated under the following circumstances:

1. Regulatory Issues:

   If the termination of the Deal is primarily due to regulatory issues preventing the completion of the transaction, Party B shall pay Party A a break-up fee equal to [Insert Percentage]% of the total transaction value as outlined in the definitive agreement.

2. Financing Failures:

   If the termination of the Deal is a result of Party B's failure to secure the necessary financing to complete the transaction, Party B shall pay Party A a break-up fee equal to [Insert Percentage]% of the total transaction value as outlined in the definitive agreement.

3. Withdrawal of Support:

   If the termination of the Deal is caused by the withdrawal of support from Party B's board of directors or any other specified reason, Party B shall pay Party A a break-up fee equal to [Insert Percentage]% of the total transaction value as outlined in the definitive agreement.

IV. Payment Terms

1. The break-up fee shall be payable within [Insert Number] days of the termination of the Deal.

2. Payment shall be made in [Insert Currency] via wire transfer to an account specified by Party A.

3. Failure to make the payment within the specified timeframe shall result in [Insert Consequences, e.g., accrual of interest at a specified rate].

V. Confidentiality

Both parties involved hereby agree to maintain the confidentiality of the terms outlined in this Break-Up Fee Term Sheet, with exceptions being made only when disclosure is mandated by legal requirements or demanded by regulatory authorities.

VI. Governing Law

This Term Sheet shall be subject to, governed by, and interpreted following the laws of the jurisdiction specified as [Insert Jurisdiction].

VII. Signatures

By signing below, both parties acknowledge their understanding and acceptance of the terms outlined in this Break-up Fee Term Sheet.

[Name of Party A]

[Date]

[Name of Party B]

[Date]

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