The Intent To Purchase Business Agreement is a crucial preliminary document used in Philippine business acquisitions when a potential buyer wishes to formalize their serious interest in purchasing a business while maintaining the flexibility to conduct due diligence and negotiate final terms. This document is typically used after initial discussions but before a definitive purchase agreement, serving as a framework for the negotiation process. It includes essential elements such as the preliminary purchase price range, exclusivity period, and due diligence parameters, while ensuring compliance with Philippine corporate laws and regulations. The agreement is particularly important in protecting both parties' interests during the negotiation phase, especially regarding confidentiality and exclusive dealing arrangements. While not binding for the final purchase, it creates certain enforceable obligations and demonstrates commitment to the transaction process.
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1. Parties: Identification of the potential seller and buyer, including complete legal names, addresses, and business registration details
2. Background: Context of the proposed transaction, including brief description of the business and the parties' intention to enter into negotiations
3. Definitions: Key terms used throughout the agreement, including 'Business', 'Due Diligence', 'Confidential Information', and 'Proposed Transaction'
4. Intent to Purchase: Clear statement of the buyer's intention to purchase the business, subject to conditions and satisfactory due diligence
5. Purchase Price Range: Indicative price range or preliminary valuation framework, subject to adjustment based on due diligence findings
6. Due Diligence: Framework for the buyer's investigation of the business, including scope, timeline, and access to information
7. Exclusivity Period: Period during which the seller agrees not to negotiate with other potential buyers
8. Confidentiality: Obligations regarding the protection and non-disclosure of confidential information exchanged during negotiations
9. Good Faith Negotiations: Commitment of both parties to negotiate in good faith toward a definitive purchase agreement
10. Costs and Expenses: Each party's responsibility for their own costs related to the negotiation and due diligence process
11. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
12. Governing Law: Specification of Philippine law as the governing law and jurisdiction for dispute resolution
1. Break Fee: Applicable when parties agree to a fee payable if either party withdraws from negotiations under specific circumstances
2. Foreign Ownership Compliance: Required when the potential buyer includes foreign entities, addressing compliance with Philippine foreign ownership restrictions
3. Employee Matters: Included when preliminary agreements regarding key employees or general workforce are necessary
4. Regulatory Approvals: Required when the transaction may need specific regulatory clearances (e.g., competition authority approval)
5. Intellectual Property Protection: Important when the business has significant IP assets that require special protection during due diligence
6. Real Estate Matters: Necessary when the business includes significant real estate assets or lease arrangements
7. Financing Contingency: Included when the buyer's ability to proceed is dependent on obtaining specific financing
1. Schedule A - Business Description: Detailed description of the business, including its operations, assets, and market position
2. Schedule B - Preliminary Price Calculation: Framework or methodology for determining the final purchase price
3. Schedule C - Due Diligence Requirements: Detailed list of documents and information required for due diligence
4. Schedule D - Timeline: Proposed timeline for due diligence, negotiations, and target date for final agreement
5. Schedule E - Excluded Assets/Liabilities: Preliminary list of assets or liabilities that may be excluded from the transaction
6. Appendix 1 - Confidentiality Terms: Detailed confidentiality provisions and procedures for handling sensitive information
7. Appendix 2 - Required Regulatory Approvals: List of anticipated regulatory approvals and related requirements
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