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Asset Purchase Agreement Term Sheet Template for England and Wales

An Asset Purchase Agreement Term Sheet is a preliminary document under English and Welsh law that outlines the key terms and conditions for a proposed asset purchase transaction. It serves as a framework for negotiation and forms the basis for the final asset purchase agreement. While typically non-binding (except for certain provisions like confidentiality), it captures the essential commercial terms agreed between parties and provides a roadmap for due diligence and completion of the transaction.

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What is a Asset Purchase Agreement Term Sheet?

The Asset Purchase Agreement Term Sheet is used in the initial stages of asset purchase transactions governed by English and Welsh law. It is particularly useful when parties have reached preliminary agreement on key commercial terms but need to document these before proceeding with detailed due diligence and final documentation. The term sheet typically includes details about the assets being purchased, purchase price, payment terms, conditions precedent, and timing considerations. While primarily non-binding, it serves as an important reference point for lawyers drafting the final agreement and helps ensure all parties have the same understanding of the transaction structure.

What sections should be included in a Asset Purchase Agreement Term Sheet?

1. Parties: Identification of buyer and seller entities

2. Background: Context and purpose of the proposed transaction

3. Definitions: Key terms used in the term sheet

4. Transaction Structure: Overview of the proposed asset purchase

5. Purchase Price: Proposed consideration and payment terms

6. Assets to be Transferred: Description of assets included in the sale

7. Timing: Proposed timeline for completion

8. Confidentiality: Terms of information sharing and confidentiality

What sections are optional to include in a Asset Purchase Agreement Term Sheet?

1. Due Diligence: Process for buyer's investigation of assets - include when complex transactions require detailed investigation

2. Conditions Precedent: Prerequisites to completion - include when specific conditions must be met before closing

3. Employee Matters: Treatment of employees - include when workforce transfer is involved

4. Exclusivity: Terms of exclusive negotiations - include when parties want to negotiate exclusively

What schedules should be included in a Asset Purchase Agreement Term Sheet?

1. Asset Schedule: Detailed list of assets to be transferred

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

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

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

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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