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Conditional Letter Of Intent
"Need a Conditional Letter of Intent for a potential acquisition of a Singapore tech startup, with a 60-day exclusivity period and specific conditions around intellectual property due diligence to be completed by March 2025."
1. Identification of Parties: Full legal names, registered addresses and details of all parties involved in the Letter of Intent
2. Transaction Overview: Brief description of the proposed transaction, its purpose and scope
3. Conditions Precedent: Specific conditions that must be met before proceeding with the main transaction
4. Timeline and Key Dates: Key dates, deadlines for conditions fulfillment and transaction completion
5. Binding vs Non-binding Provisions: Clear distinction between which provisions are legally binding and which are non-binding
1. Exclusivity Period: Terms regarding exclusive negotiation period, used in competitive situations or significant transactions
2. Break Fee: Terms regarding compensation if transaction doesn't proceed, typically used in high-value transactions
3. Confidentiality Provisions: Terms regarding information sharing and confidentiality obligations, used when separate NDA not in place
4. Due Diligence Access: Terms regarding access to information and documents for due diligence purposes
5. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution
1. Schedule A - Key Terms Sheet: Detailed summary of main commercial terms and conditions of the proposed transaction
2. Schedule B - Timeline: Detailed timeline outlining key milestones, deadlines and critical dates
3. Schedule C - Conditions List: Comprehensive list of all conditions precedent that must be satisfied
4. Schedule D - Required Approvals: List of regulatory, corporate or third-party approvals needed for the transaction
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