The Letter of Intent Sales document is a crucial preliminary agreement used in Canadian business transactions when parties wish to formalize their initial understanding before proceeding with a detailed sales agreement. It is particularly valuable in complex transactions where parties need to outline key terms and conduct due diligence before committing to a final agreement. This document type typically combines non-binding commercial terms with binding provisions regarding confidentiality and exclusivity. Subject to Canadian federal and provincial laws, the LOI helps parties establish clear expectations, timelines, and frameworks for negotiation while protecting sensitive information exchanged during the process. It serves as a roadmap for the transaction, reducing the risk of misunderstandings and providing a foundation for drafting the final sales agreement.
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1. Date and Parties: Opening section identifying the date and parties to the LOI, including their full legal names and addresses
2. Introduction/Background: Brief context of the proposed transaction and purpose of the LOI
3. Transaction Overview: High-level description of the proposed transaction, including the subject matter of the sale
4. Purchase Price and Payment Terms: Proposed price, payment structure, and any conditions related to payment
5. Due Diligence: Timeline and scope of due diligence process
6. Confidentiality: Terms regarding the confidential treatment of information exchanged
7. Exclusivity: Period during which the seller cannot negotiate with other parties
8. Binding vs. Non-Binding Provisions: Clear statement of which provisions are legally binding
9. Timeline: Expected timeline for definitive agreement and closing
10. Termination: Circumstances under which the LOI can be terminated
11. Governing Law: Specification of applicable law (Canadian law) and jurisdiction
12. Signatures: Execution block for all parties
1. Break Fee: Terms regarding any fee payable if either party breaks off negotiations, used in larger transactions
2. Regulatory Approvals: Section addressing necessary regulatory approvals, included if the transaction requires government or regulatory oversight
3. Financing Contingency: Terms regarding the buyer's need to secure financing, included if relevant to the transaction
4. Employee Matters: Preliminary terms regarding treatment of employees, included if the sale involves transfer of employees
5. Costs and Expenses: Allocation of costs related to the transaction and negotiations, included in larger transactions
6. Public Announcements: Terms regarding public disclosure of the transaction, included if either party is public or if public relations are a concern
1. Schedule A - Asset Description: Detailed description of assets or business being sold, if applicable
2. Schedule B - Due Diligence Requirements: List of required documentation and information for due diligence
3. Schedule C - Timeline: Detailed timeline with specific milestones and deadlines
4. Schedule D - Initial Terms Sheet: Summary of key commercial terms agreed upon in principle
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