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Whether you are negotiating a merger, an asset purchase, or a long-term partnership, this document outlines the preliminary terms of the transaction before you commit to a binding contract.
Includes Subject to Contract status
Editable Word format (.docx)
Features Exclusivity (Lock-out) clause
Covers Due Diligence conditions
Last updated January 2026
Generally, no. This template is drafted as a statement of intent and does not create binding obligations for the transaction itself. However, specific sections like Confidentiality, Exclusivity, and Costs are legally binding to protect parties during negotiations.
Also known as a lock-out agreement, this clause prevents the seller from negotiating with or soliciting offers from other potential buyers for a set period (e.g., 30 or 60 days), giving you time to complete due diligence safely.
The standard position in this template is that each party bears their own costs and expenses incurred during the negotiation and preparation of the Letter, regardless of whether the transaction actually goes ahead.
This template is versatile. It is designed for various commercial transactions, including the purchase of assets, business mergers, or establishing long-term service partnerships.
Yes. The template includes a Data Protection clause ensuring that any personal data exchanged during the due diligence process is handled in accordance with the UK GDPR and Data Protection Act 2018.