Asset Purchase Term Sheet Template for Switzerland

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Key Requirements PROMPT example:

Asset Purchase Term Sheet

"I need an Asset Purchase Term Sheet under Swiss law for the acquisition of manufacturing equipment and related IP rights from a technology company, with completion targeted for March 2025 and including specific provisions for technology transfer and employee transitions."

Document background
The Asset Purchase Term Sheet is a crucial document used in the early stages of asset acquisition transactions in Switzerland. It is typically prepared after initial commercial discussions but before detailed due diligence and definitive documentation. The document serves to memorialize the parties' preliminary understanding of key transaction terms, including asset scope, purchase price, conditions precedent, and timeline. While governed by Swiss law, most provisions are intentionally non-binding, except for confidentiality, exclusivity, and governing law clauses. This document is essential for complex asset purchases where parties need to align on fundamental terms before investing significant resources in due diligence and detailed documentation. It provides a roadmap for negotiating the definitive asset purchase agreement and helps identify potential deal-breakers early in the process.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including full legal names and jurisdiction of incorporation

2. Background: Brief context of the proposed transaction and purpose of the term sheet

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed asset purchase transaction

5. Purchase Price: Proposed consideration and payment structure, including any adjustments or earn-out mechanisms

6. Assets to be Acquired: High-level description of the assets included in the transaction

7. Excluded Assets: General description of assets explicitly excluded from the transaction

8. Key Conditions Precedent: Major conditions that must be satisfied before closing

9. Timeline: Proposed schedule for due diligence, definitive agreements, and closing

10. Exclusivity: Terms of any exclusive negotiating period

11. Confidentiality: Reference to existing or new confidentiality obligations

12. Binding Effect: Clarification of which provisions are binding (typically confidentiality, exclusivity, and governing law) and which are non-binding

13. Costs: Allocation of transaction costs and expenses

14. Governing Law: Specification of Swiss law as governing law and jurisdiction

Optional Sections

1. Assumed Liabilities: Overview of any liabilities to be assumed by the purchaser - include if liability assumption is part of the transaction

2. Excluded Liabilities: Description of liabilities explicitly excluded - include if liability allocation is material to the transaction

3. Employee Matters: High-level terms regarding treatment of employees - include if employees are material to the transaction

4. Key Agreements: List of material contracts to be assigned - include if contract assignment is material

5. Regulatory Approvals: Overview of required regulatory approvals - include if regulatory approval is likely required

6. Break Fee: Terms of any break fee arrangement - include for larger transactions or where significant costs will be incurred

7. Management Arrangements: Overview of any management retention or transition arrangements - include if management continuity is important

8. Tax Structure: Basic outline of proposed tax structure - include for more complex transactions with significant tax implications

Suggested Schedules

1. Schedule 1 - Key Assets: High-level list of material assets to be included in the transaction

2. Schedule 2 - Purchase Price Calculation: Overview of purchase price components and any adjustment mechanisms

3. Schedule 3 - Timeline: Detailed timeline with key milestones and deadlines

4. Appendix A - Form of Exclusivity Agreement: Draft exclusivity agreement terms if not included in main document

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 Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Industrial

Consumer Goods

Automotive

Pharmaceuticals

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Strategy

Business Development

Risk Management

Treasury

Compliance

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Legal Director

Finance Director

Business Development Manager

Investment Manager

Transaction Manager

Senior Legal Counsel

Financial Controller

Tax Director

Strategy Director

Risk Manager

Board Member

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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