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Term Sheet For Sale Of Business Template for Singapore

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Key Requirements PROMPT example:

Term Sheet For Sale Of Business

"I need a Term Sheet For Sale Of Business to outline the acquisition of my manufacturing company by a multinational corporation, with specific focus on protecting our intellectual property rights and ensuring a smooth transition for our 200+ employees."

Document background
The Term Sheet For Sale Of Business is a crucial initial document in business acquisition transactions under Singapore law. It is typically used when parties have reached preliminary agreement on key commercial terms but before detailed due diligence and definitive agreements. The document captures essential deal terms including price, structure, conditions, and timeline, while usually maintaining non-binding status except for specific provisions like confidentiality and exclusivity. It serves as a roadmap for the transaction and subsequent documentation, reflecting Singapore's commercial practices and legal requirements.
Suggested Sections

1. Parties: Identification of buyer and seller entities

2. Background: Context of the transaction and business being sold

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Whether asset sale or share sale, and key transaction elements

5. Purchase Price: Consideration and payment terms

6. Key Conditions Precedent: Essential conditions to be met before closing

7. Timeline: Key dates and milestones for the transaction

8. Binding Terms: Which provisions are legally binding

Optional Sections

1. Due Diligence: Process and scope of due diligence review - include when detailed due diligence process needs to be agreed

2. Exclusivity: Terms of exclusive negotiation period - include when seller agrees not to negotiate with other parties

3. Break Fee: Compensation if deal fails under specific circumstances - include in larger transactions where significant costs may be incurred

4. Employee Matters: Treatment of employees post-transaction - include when significant employee transfers are involved

Suggested Schedules

1. Asset Schedule: List of key assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Key Contracts Schedule: List of material contracts to be transferred

4. Intellectual Property Schedule: List of IP rights included in the sale

5. Key Employee Schedule: List of key employees and their terms

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































Clauses

























Industries

Companies Act (Cap. 50): Primary legislation governing corporate transactions, business transfers, share transfers, asset sales, and corporate governance requirements in Singapore

Sale of Goods Act (Cap. 393): Regulates the sale of business assets and transfer of title and property in business sale transactions

Competition Act (Cap. 50B): Covers merger control provisions, anti-competitive behavior regulations, and mandatory notification requirements for transactions exceeding certain thresholds

Employment Act (Cap. 91): Governs the transfer of employees, preservation of employment terms, and notice requirements during business sales

Personal Data Protection Act 2012: Regulates the transfer of customer and employee data and data protection obligations during business transfers

Stamp Duties Act: Covers stamp duty implications for property transfers and share transfer duties in business sales

Income Tax Act: Addresses tax implications and capital gains considerations in business sale transactions

Land Titles Act: Relevant for business sales involving real estate property transfers

Planning Act: Applicable for business sales involving property development or land use considerations

Industry-Specific Regulations: Including Banking Act, Securities and Futures Act, Insurance Act, and other sector-specific regulations depending on the nature of the business

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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