1. This document does not create a binding agreement between the party and is not applicable. Only the future agreement, which will be properly executed by the party, will be applicable. The terms of a future agreement will be replaced by all the conditions contained in this document. The contracting party is not prevented from engaging in negotiations with other third parties on the purpose of this document. (a) The information provided by the parties: the contract officials should include the names of the buyer and seller as well as all other parties to the transaction, including all lawyers already appointed. Also enter the company address and target`s business number and include the addresses, phone numbers and emails of all people, so they are easy to use for everyone involved in the agreement. The parties must also agree on what to do under « cash. » Normally, the buyer does not want the term « cash » to be free, for the seller to be able to completely empty the targeted bank accounts just before closing and to ensure that the objective is maintained with sufficient labour capital to be able to act as usual after closing. Instead, the seller should pay all the « replacement » of the cash before the target is sold, so that this replacement cash is used to repay any debt, if enough distributable reserves from the seller can pay a pre-completion dividend, the goal can redeem some of his shares issued to the seller or the pension payments may be due to a seller. Parties must discuss and agree on what is appropriate working capital, preferably as a provision that needs to be clarified in the spirit of the terms.
(d) Exclusive (or « lockout »): this gives the buyer some time to negotiate and conclude the agreement in which the seller is not authorized to search, provide information or negotiate with other potential buyers. The exclusivity period may be granted with the payment of a non-refundable down payment. For most small private business transactions, a period of about six weeks would be sufficient time to be completed before the exclusivity expires. The seller may also include in the terms that if the buyer attempts to renegotiate a key element of the agreement or does not meet significant deadlines in the timing of the transaction (. B for example, the cessation of his due diligence requests), the exclusivity is extinguished. The terms « agreement in principle » give meaning that the licensee agrees to give the licensee 30 days to verify the software mentioned before entering into a subsequent software licensing agreement. The dealer must make all payments relating to software licenses related to the conclusion of the contract to the licensee in the following way: While these conditions would be considered legally binding in the event of an agreement, an appropriate deadline must be set. B, for example, a maximum of 12 months for non-invitation. But often, companies continue to use the spirit of the agreement for purposes that go beyond their primary purpose.