Free Letter of Intent to Purchase Assets of Business

This Letter of Intent to Purchase Business Assets is between a seller and a purchaser of business assets. This letter sets out the specific assets being purchased and the purchase price. This is a non-binding Letter of Intent and once accepted, the parties will sign a formal Asset Purchase Agreement.

Disclaimer:This was not drafted by an attorney & should not be used as a legal document.






Re: Letter of Intent to Purchase Assets of Business

Dear ____________________,

Per our conversation, this correspondence shall serve as a Non-binding Letter of Intent between ___________________ of ________________________________ (“Buyer”) & _____________________ of ___________________________________ (“Seller”) for the purpose of acquisition of the Business Assets from Seller.

Assets to be Purchased

On the date of closing, Buyer will acquire all of the following tangible and intangible Business Assets free and clear of all liens, encumbrances and other indebtedness:

(collectively “Business Assets”)


The total purchase price for the acquisition of the said Business Assets will be $ _________________________. The purchase price will be paid in the following manner: $ _______________________ in cashiers funds at the time of closing; the balance of $ _______________________ in the form of a promissory note from the Buyer to the Seller at the following terms: _________________________________________________


The Closing of the purchase and sale of the said Business Assets (the "Closing") shall be held at _________ p.m. on ______________________, at such place as Buyer and Seller may agree.

Formal Asset Purchase Agreement

Upon acceptance of this Letter of intent, the parties shall execute an Asset Purchase Agreement (the "Asset Purchase Agreement") incorporating the terms and conditions of this letter of intent, and containing the usual agreements, covenants, representations, warranties, indemnifications and other provisions commonly found in such agreements. The Seller and the Buyer shall act in good faith and use their best efforts to negotiate and enter into the Asset Purchase Agreement based upon this letter of intent.


Upon execution of this Letter of Intent, Buyer shall pay a deposit of $ _________________ to be held in the Escrow Account and to be applied to the down payment at closing.


All information provided prior to Closing by Seller shall be treated as confidential by Buyer. The Buyer will not disclose any of such information to any third party except to his professional advisors. This information will be used only for the purpose of evaluating the proposed transaction and in no event will this information be communicated to any competitor or used in any way competitive with or adverse to the Business or Seller.

This Letter of Intent is intended to serve only as an expression of the parties' mutual intent with respect to the transaction contemplated hereby and, therefore, is not binding on any party hereto other than with respect to confidentiality, and then only if signed by Seller and Buyer.






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