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Business Acquisition Letter Of Intent Template for Australia

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Key Requirements PROMPT example:

Business Acquisition Letter Of Intent

"I need a Business Acquisition Letter of Intent for the purchase of a software development company in Sydney, with specific focus on protecting intellectual property rights during due diligence and including a 90-day exclusivity period starting March 2025."

Document background
The Business Acquisition Letter of Intent (LOI) is a crucial preliminary document in Australian business acquisitions that bridges the gap between initial discussions and the final purchase agreement. It is typically used after parties have reached a preliminary understanding but before conducting detailed due diligence and drafting definitive agreements. The LOI outlines key commercial terms, including proposed purchase price, transaction structure, exclusivity periods, and conditions precedent, while typically remaining non-binding except for specific provisions like confidentiality. Under Australian law, this document helps parties align their expectations, provides a framework for due diligence, and serves as a roadmap for the transaction, while offering certain legal protections during negotiations. It's particularly important in complex transactions where parties need to document their preliminary understanding before investing significant resources in due diligence and detailed negotiations.
Suggested Sections

1. Date and Parties: Identification of the parties involved, including full legal names and addresses of buyer and seller

2. Introduction/Purpose: Brief statement outlining the purpose of the LOI and the proposed transaction

3. Background: Context of the proposed transaction and brief description of the business being acquired

4. Definitions: Key terms used throughout the document

5. Transaction Structure: Outline of the proposed structure of the acquisition (asset sale vs share sale)

6. Purchase Price: Proposed purchase price or price range and payment terms

7. Due Diligence: Framework for the due diligence process, including timeframes and access requirements

8. Confidentiality: Binding provisions regarding confidentiality of information shared

9. Exclusivity: Terms of exclusive negotiation period if applicable

10. Timeline: Proposed timeline for due diligence, definitive agreement, and closing

11. Closing Conditions: Key conditions that must be met to proceed with the transaction

12. Non-Binding Nature: Clear statement of which provisions are non-binding vs binding

13. Governing Law: Specification of Australian law as governing law

14. Signatures: Execution block for all parties

Optional Sections

1. Break Fee: Terms of any break fee payable if the transaction doesn't proceed - include when there's significant due diligence cost

2. Employee Matters: Preliminary agreement on handling of employees - include when workforce transition is critical

3. Regulatory Approvals: Specific requirements for regulatory approvals - include when dealing with regulated industries

4. Intellectual Property: Special provisions for IP transfer or licensing - include when IP is a key asset

5. Environmental Matters: Special provisions for environmental due diligence - include for industries with environmental risks

6. Financing Contingency: Details of any financing conditions - include when buyer requires external financing

7. Asset/Liability Treatment: Specific treatment of key assets or liabilities - include when certain items need special consideration

Suggested Schedules

1. Key Assets Schedule: Preliminary list of key assets included in the transaction

2. Excluded Assets Schedule: Preliminary list of assets explicitly excluded from the transaction

3. Due Diligence Checklist: Initial list of required due diligence items and documents

4. Key Personnel: List of key employees or management team members

5. Timeline Schedule: Detailed timeline with key milestones and deadlines

6. Purchase Price Calculation: Preliminary framework for purchase price adjustments and calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Relevant Industries

Manufacturing

Technology

Retail

Healthcare

Financial Services

Professional Services

Real Estate

Mining and Resources

Agriculture

Construction

Transport and Logistics

Education

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Strategy

Business Development

Tax

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Manager

Business Development Director

General Counsel

Legal Counsel

Company Secretary

Mergers & Acquisitions Director

Investment Manager

Transaction Manager

Financial Controller

Strategy Director

Board Member

Commercial Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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