The Intent to Purchase Business Agreement is a critical preliminary document used in Canadian business acquisitions when a potential buyer wishes to formally express their serious intention to purchase a business while maintaining the flexibility to conduct due diligence and negotiate final terms. This document typically precedes the final purchase agreement and includes key elements such as proposed purchase price ranges, exclusivity periods, and confidentiality provisions. It's particularly valuable in complex business transactions where detailed due diligence is required and when parties need to establish clear parameters for their negotiations. While not binding for the final purchase, it often contains binding elements regarding confidentiality, exclusivity, and good faith negotiations. The agreement must comply with Canadian federal and provincial legislation, including corporate law, competition law, and securities regulations where applicable.
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1. Parties: Identifies and provides full legal details of the potential buyer and seller
2. Background: Outlines the context of the agreement, including brief description of the business and parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Business Description: Detailed description of the business being considered for purchase
5. Purchase Price and Payment Terms: Proposed purchase price range and potential payment structure
6. Due Diligence: Outlines the buyer's right to investigate the business and seller's obligations to provide information
7. Confidentiality: Terms regarding the confidential treatment of information exchanged
8. Exclusivity Period: Period during which the seller agrees not to negotiate with other potential buyers
9. Good Faith Negotiations: Commitment of both parties to negotiate the final agreement in good faith
10. Timeline: Proposed timeline for due diligence, negotiations, and closing
11. Termination: Circumstances under which either party may terminate the intent to purchase
12. Governing Law: Specifies that Canadian law governs the agreement
13. Signatures: Execution section for both parties
1. Deposit: Terms for any good faith deposit to be provided by the buyer, used when parties want to demonstrate serious commitment
2. Employee Matters: Preliminary terms regarding treatment of employees, used when workforce transition is a key consideration
3. Intellectual Property: Special provisions regarding IP transfer, used when IP is a significant business asset
4. Real Estate: Preliminary terms regarding any real estate involved in the transaction, used when property is part of the sale
5. Regulatory Approvals: Provisions regarding necessary regulatory approvals, used when the transaction may require government oversight
6. Break-up Fee: Terms for compensation if either party backs out, used in higher-value transactions
7. Financing Contingency: Conditions related to the buyer's ability to secure financing, used when buyer requires external funding
1. Schedule A - Business Assets: Preliminary list of major assets included in the potential sale
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the potential transaction
3. Schedule C - Key Business Information: Overview of critical business metrics, licenses, permits, and contracts
4. Schedule D - Due Diligence Requirements: Detailed list of documents and information required for due diligence
5. Schedule E - Proposed Timeline: Detailed timeline with key milestones and deadlines
6. Appendix 1 - Form of Confidentiality Agreement: Standard form of confidentiality agreement for the transaction
7. Appendix 2 - Preliminary Terms Sheet: Summary of key commercial terms proposed for the transaction
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