BUSINESS PURCHASE LETTER OF INTENT 
______________________  
______________________  
______________________  
Effective Date: ______________________  
______________________  
______________________  
______________________  
RE: Purchase of a Business Entity 
This business purchase letter of intent (the “Letter of Intent”) represents basic terms agreed upon by  the Buyer and Seller. After this Letter of Intent has been made a formal agreement may be  constructed to the benefit of the Parties involved. 
I. The Buyer: ______________________ (the “Buyer”) 
II. The Seller: ______________________ (the “Seller”). 
III. The Business: ______________________ (the “Business”).  
IV. Purchase Price: The Buyer will enter into an agreement with the Seller for  ______________________ Dollars ($______________________) for ____% ownership interest in the Business. 
V. Real Estate: This Letter of Intent ☐ includes ☐ does not include real estate.  
a. Description: The real estate is located at ______________________________________ ______________________________________________________________________. b. Legal Description (if any): _________________________________________________. c. Purchase Price: ______________________ Dollars ($______________________) 
VI. Payment: The Purchase Price shall be paid in the following manner: 
☐ - One (1) Payment at Closing. 
☐ - Owner Financing: In accordance with the following payment structure: 
a. Down Payment: ______________________ Dollars ($______________________) b. Interest Rate: ____% 
c. Term: ____ Months 
d. Payment Due: On the ____ of every month. 
VII. Financing: The Buyer has made it known that this Letter of Intent is ☐ conditional ☐ not  conditional on their ability to obtain financing. 
If this letter is conditional on financing, it shall be under the following terms: ____________________ _______________________________________________________________________________.
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VIII. Binding Effect: This Letter of intent that shall be considered:  
Initial and Check (√) 
_____ - ☐ Binding – Therefore, the parties acknowledge that remedies at law will be inadequate for  any breach of this Agreement and consequently agree that this Agreement shall be enforceable by  specific performance. The remedy of specific performance shall be cumulative of all of the rights at  law or in equity of the parties under this Agreement. 
_____ - ☐ Non-Binding – Therefore, the parties acknowledge that this Letter of Intent is not  enforceable by any Party. The terms outlined herein are solely for the purposes of reaching a later  agreement in the future, of which, Buyer and Seller are not bound. 
IX. Bank Accounts: In order to keep necessary bank accounts in operation, the Seller agrees to  leave ______________________ Dollars ($______________________) collectively across their  financial accounts.  
X. Formal Agreement: Choose One (1) 
☐ - Pending the satisfaction of all materials by the Seller within ____ days a formal agreement (the  “Formal Agreement”) shall be created between the parties.  
☐ - There shall be no formal agreement (the “Formal Agreement”) created. 
XI. Seller’s Conduct: The Seller agrees that during the purchase process to hold a fiduciary duty in the best interests of the Business. The Seller shall in no way conduct any action that would disrupt  the on-going status of the Business’s day-to-day operations. This obligation shall continue until the  closing date. 
XII. Closing: The closing (the “Closing”) is the act of closing the transaction where the Seller exchanges the Business for the Purchase Price. The Closing shall be agreed upon between the  Buyer and Seller following a formal agreement, later to be signed, or after the terms are met in this  Letter of Intent. 
XIII. Closing Costs: All costs associated with the Closing shall be the responsibility of ☐ Buyer ☐ Seller ☐ Both parties bearing their own expenses. 
XIV. Termination: This Letter of Intent will terminate if there has not been a formal agreement  signed or a closing within ____ days from the Effective Date. 
XV. Access to Information: After the execution of this Letter of Intent the Buyer, and its advisors,  shall have full access to any and all information about the Business. The Buyer shall maintain a  fiduciary duty to keep the information that it obtains confidential and agrees to not share with any  third (3rd) party unless the Seller gives their written consent. 
XVI. Return of Materials: Any information that is obtained by the Buyer through the Seller shall be  returned if a Formal Agreement or Closing cannot be completed. 
XVII. Conditions: It shall be the obligation of the Buyer to review all materials provided and, subject  to the satisfaction of the Buyer, enter into a formal agreement within the specified time-period as  outlined in Section XI.
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The conditions of this Letter of Intent include: 
a. The review and approval of all materials in the possession and control of the Seller; b. The Buyer and its advisors having had a reasonable opportunity to perform any searches  and due diligence to their satisfaction; 
c. The Buyer being able to communicate with necessary clients, employees, customers,  vendors, tenants, or other third (3rd) party necessary; and 
d. _____________________________________________________________________. 
XVIII. Confidentiality: All negotiations regarding the Business between the Buyer and Seller shall  be confidential and not to be disclosed with anyone other than respective advisors and internal staff  of the parties and necessary third (3rd) parties. No press or other public releases will be issued to the  general public concerning the Business without the mutual consent or as required by law, and then  only upon prior written notice to the other party unless otherwise not allowed. 
XIX. Good Faith Negotiations: The Buyer and the Seller agree to act honestly and diligently to  enter into "good faith" negotiations to execute a formal agreement and/or enter into a Closing. 
XX. Exclusive Opportunity: Following the execution of this Letter of Intent, the parties agree to not  negotiate or enter into discussions with any other party unless there are any existing agreements in  place (e.g. option to purchase, first right of refusal, etc.). 
XXI. Standstill Agreement: Following the execution of this Letter of Intent, and until the Closing, the  Seller, agrees not to sell any portion of the Business. 
XXII. Currency: All mentions of money or the usage of the "$" icon shall be known as referring to the  US Dollar. 
XXIII. Governing Law: This Letter of Intent shall be governed under the laws by the State of  ___________________. 
XXIV. Severability: In case any provision or wording in this Letter of Intent shall be held invalid,  illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not  in any way be affected or impaired thereby. 
XXV. Counterparts and Electronic Means: This Letter of Intent may be executed in several  counterparts, each of which will be deemed to be an original and all of which will together constitute  one and the same instrument. Delivery to us of an executed copy of this Letter of Intent by electronic  facsimile transmission or other means of electronic communication capable of producing a printed  copy will be deemed to be execution and delivery to us of this Letter of Intent as of the date of  successful transmission to us. 
SELLER 
Seller’s Signature ______________________ Date ______________________  Print Name ______________________  
BUYER 
Buyer’s Signature ______________________ Date ______________________  Print Name ______________________ 
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