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Business Purchase Term Sheet for the United States

Business Purchase Term Sheet Template for United States

A Business Purchase Term Sheet is a preliminary, non-binding document that outlines the key terms and conditions for the proposed purchase of a business in the United States. It serves as a framework for negotiating and drafting the definitive purchase agreement, covering essential elements such as purchase price, payment terms, asset inclusion/exclusion, and key conditions of the transaction.

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What is a Business Purchase Term Sheet?

The Business Purchase Term Sheet is typically used in the early stages of a business acquisition process when parties have reached preliminary agreement on key terms. It serves as a roadmap for the transaction and subsequent due diligence process, while generally remaining non-binding except for certain provisions such as confidentiality and exclusivity. This document is particularly important in U.S. business transactions as it helps establish clear expectations and parameters before significant legal and due diligence costs are incurred.

What sections should be included in a Business Purchase Term Sheet?

1. Parties: Identification of buyer and seller entities, including legal names and addresses

2. Background: Brief description of the business being sold and the context of the transaction

3. Definitions: Key terms used throughout the term sheet

4. Transaction Overview: High-level summary of the proposed transaction structure and key terms

5. Purchase Price: Detailed breakdown of consideration, payment terms, and any adjustments

6. Key Assets and Liabilities: Description of major assets and liabilities included in the transaction

7. Closing Conditions: Prerequisites that must be satisfied before the transaction can close

8. Timeline: Expected closing date and key milestone dates

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

10. Governing Law: Specification of applicable jurisdiction and governing law

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

1. Earnout Provisions: Details of performance-based additional payments, used when part of purchase price is contingent on future performance

2. Employee Matters: Treatment of employees post-transaction, included when significant workforce is involved

3. Financing Contingency: Conditions related to buyer's financing, included when purchase is dependent on obtaining financing

4. Non-Competition: Terms restricting seller's ability to compete, included when protecting business value is crucial

5. Transition Services: Details of post-closing support services, included when seller's assistance is needed post-closing

What schedules should be included in a Business Purchase Term Sheet?

1. Schedule A - Asset List: Detailed inventory of assets included in the transaction

2. Schedule B - Excluded Assets: List of specific assets excluded from the transaction

3. Schedule C - Key Contracts: List of material contracts to be assigned or terminated

4. Schedule D - Due Diligence Checklist: Comprehensive list of required documents and information for review

5. Schedule E - Assumed Liabilities: Detailed list of liabilities to be assumed by the buyer

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 | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Clauses






























Industries

Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 - Crucial when the transaction involves any form of securities or stock transfer

Antitrust Laws: Hart-Scott-Rodino Antitrust Improvements Act - Required consideration for larger transactions to ensure compliance with competition laws

Federal Trade Commission Act: Governs unfair competition and deceptive practices in business transactions

Internal Revenue Code: Tax implications and structuring considerations for the business purchase transaction

State Corporate Laws: State-specific regulations governing corporate transactions and business operations

Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation

State Business Transfer Laws: State-specific regulations governing the transfer of business assets and ownership

Uniform Commercial Code: State-adopted standardized laws governing commercial transactions

Industry-Specific Regulations: Regulatory requirements specific to the industry in which the business operates

WARN Act: Worker Adjustment and Retraining Notification Act - Employment considerations for larger business transfers

Environmental Regulations: Environmental compliance requirements and potential liabilities in business transfer

Licensing Requirements: Transfer or acquisition of necessary business licenses and permits

Due Diligence Requirements: Legal requirements for asset verification, financial statements, and corporate authority verification

Contractual Obligations: Review and compliance requirements for existing contracts, including assignment and third-party consents

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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