Business Purchase Term Sheet Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Purchase Term Sheet

"I need a Business Purchase Term Sheet for acquiring a UAE-based software development company with 50 employees, including provisions for intellectual property transfer and key personnel retention, targeting completion by March 2025."

Document background
A Business Purchase Term Sheet is a crucial preliminary document used in the early stages of business acquisition negotiations in the UAE. It serves as a roadmap for the transaction, capturing the essential commercial and legal terms that will form the basis of the final purchase agreement. This document is particularly important in the UAE context, where business transactions must comply with specific local regulations, including the UAE Commercial Companies Law, foreign ownership restrictions, and relevant free zone regulations where applicable. The term sheet typically precedes comprehensive due diligence and helps parties align on key terms before investing significant resources in the transaction. While most provisions are non-binding, certain elements such as confidentiality and exclusivity are often made binding to protect both parties during negotiations.
Suggested Sections

1. Parties: Identification of buyer and seller entities, including full legal names and registration details

2. Background: Brief context of the proposed transaction and business being purchased

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed purchase structure (asset sale vs share sale)

5. Purchase Price: Proposed consideration and payment terms

6. Key Assets/Business: Description of the business and key assets included in the sale

7. Key Conditions Precedent: Essential conditions that must be met before proceeding to final agreement

8. Timeline: Proposed timeline for due diligence, documentation, and closing

9. Exclusivity: Terms of exclusive negotiation period

10. Confidentiality: Basic confidentiality obligations

11. Costs: Allocation of transaction costs

12. Governing Law: Specification of UAE law as governing law

13. Binding Effect: Clear statement of which terms are binding vs non-binding

Optional Sections

1. Employee Matters: Include when the business has significant employee base or key personnel considerations

2. Regulatory Approvals: Include when transaction requires specific regulatory clearances

3. Intellectual Property: Include when IP assets are material to the transaction

4. Real Estate: Include when property assets or leases are material

5. Environmental Matters: Include for businesses with environmental considerations or compliance requirements

6. Tax Structure: Include for complex transactions with specific tax considerations

7. Earn-out Provisions: Include when part of purchase price is contingent on future performance

8. Management Arrangements: Include when discussing post-closing management structure

9. Transitional Services: Include when post-closing transition support is required

Suggested Schedules

1. Business Description Schedule: Detailed description of the business being purchased

2. Key Assets Schedule: List of material assets included in the transaction

3. Purchase Price Calculation: Framework for calculating final purchase price including adjustments

4. Key Contracts Schedule: List of material contracts to be transferred

5. Due Diligence Requirements: Outline of required due diligence scope and documentation

6. Key Personnel: List of key employees or management team members

7. Timeline Schedule: Detailed transaction timeline with key milestones and deadlines

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Retail

Manufacturing

Technology

Healthcare

Real Estate

Hospitality

Financial Services

Professional Services

Construction

Trading

E-commerce

Industrial

Media and Entertainment

Logistics and Transportation

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Corporate Finance

Business Development

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Director

Corporate Development Manager

Investment Manager

Legal Counsel

General Counsel

Finance Director

Strategy Director

Mergers & Acquisitions Manager

Commercial Director

Business Owner

Corporate Finance Manager

Transaction Advisory Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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