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An Asset Purchase Letter of Intent is commonly used in Switzerland as a preliminary step in asset acquisition transactions, serving as a roadmap for subsequent negotiations and the eventual definitive agreement. It is particularly useful when parties have reached preliminary understanding on key commercial terms but need to conduct due diligence and negotiate detailed provisions. The document, while primarily non-binding, typically contains certain binding provisions (such as confidentiality and exclusivity) that reflect Swiss law's emphasis on good faith negotiations. It is used across various industries and transaction sizes, providing a structured framework for negotiations while maintaining flexibility. The document helps parties align their expectations early in the transaction process and can be particularly valuable in cross-border transactions involving Swiss assets or parties.

1. Date and Parties: Identification of the parties, including full legal names, addresses, and company registration details

2. Background/Recitals: Brief description of the parties, the context of the proposed transaction, and the purpose of the LOI

3. Subject Matter: Clear identification of the assets proposed to be purchased and basic transaction structure

4. Purchase Price and Payment Terms: Proposed purchase price, payment structure, and any price adjustment mechanisms

5. Due Diligence: Framework for the due diligence process, including timeline and scope

6. Timeline: Key dates and milestones for the transaction, including target closing date

7. Confidentiality: Binding provisions regarding the confidential treatment of information exchanged

8. Exclusivity: Binding provisions regarding exclusive negotiations for a specified period

9. Costs and Expenses: Allocation of transaction costs and expenses

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

11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and relevant jurisdiction