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A Letter Of Intent To Purchase Business is a crucial preliminary document in Indonesian business acquisitions, serving as a formal expression of interest from a potential buyer to a seller. This document is typically used after initial discussions but before detailed due diligence and final negotiations, marking a significant step in the acquisition process. Under Indonesian law, while most provisions are non-binding, certain elements like confidentiality and exclusivity clauses can create binding obligations. The document should comply with Indonesian Civil Code requirements and relevant investment regulations, particularly Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment for foreign investors. It sets the stage for more detailed negotiations and helps secure exclusivity while due diligence is conducted.

1. Parties: Full legal names and addresses of both the potential purchaser and the seller

2. Background/Recitals: Brief description of the business being purchased and the context of the proposed transaction

3. Definitions: Key terms used throughout the letter that require specific definition

4. Expression of Intent: Clear statement of intention to purchase the business, subject to conditions

5. Proposed Transaction Structure: High-level outline of how the purchase would be structured (asset purchase, share purchase, etc.)

6. Indicative Purchase Price: Proposed purchase price or price range, subject to due diligence

7. Due Diligence: Overview of the due diligence process and requirements

8. Timeline: Proposed schedule for due diligence, negotiations, and completion

9. Confidentiality: Binding provisions regarding the confidential treatment of information

10. Exclusivity: Period during which the seller agrees not to negotiate with other parties

11. Binding Effect: Clear statement of which provisions are binding and non-binding

12. Governing Law: Specification that Indonesian law governs the letter

13. Signatures: Execution block for both parties