(h) Reimbursement: in addition to or instead of a non-refundable allowance paid when the terms are agreed, there may also be provisions for the reimbursement of a party`s legal and other expenses if a party withdraws from the transaction. This model contains the essential requirements of a member of the agreement with regard to the potential acquisition of a business in which a potential seller and a buyer of an enterprise agree on the main commercial terms of the sale. It is created from the seller`s point of view. If you are a buyer and you need to prepare the heads of the contract, this model must be modified. A heads of terms agreement forms the basis for a future agreement between two companies. It can be written as a letter between two companies, qualified as a declaration of intent and not a contract. However, the effect of these two documents is the same. (c) confidentiality: the seller wishes the buyer to agree not to disclose confidential information about the target business and the transaction it receives during the negotiation process. This obligation is often reciprocal, as the information is also provided by the buyer to the seller and, in any event, the parties wish to keep the proposed transaction confidential themselves. The parties may have signed a confidentiality agreement from the beginning, but if this is not the case, the terms`s officers must contain relevant confidentiality and non-circumvention clauses. (i) closing conditions: persons who may be considered necessary for the conclusion of the transaction should be included, such as.B. The third-party agreement requested by organizations such as banks and lessors, new service contracts that must be concluded by important employees and an agreed form for new shareholder agreements to be concluded. You can also provide a list of all the documents that the parties will sign once completed.
An agreement should include several key elements detailing the offer on the table, accompanied by a proposed closing date, a list of agreed preconditions and an overview of the main obligations and responsibilities of both parties. . . .