Confidential information and agreeing not to use it for competitive purposes: Matters concerning the due diligence investigation are to be treated in confidence and the purchaser will not either directly or through his representatives divulge any such information. The purchaser is also bound not to use the information gained through due diligence investigations in competition with the seller even if the proposed sale falls through.
This letter puts forth the non_binding intent of Buyer Name (Buyer) and Seller Name. (Seller) to enter into an Agreement whereby Buyer would purchase essentially all of the tangible and intangible assets, operations, and company name for the sum of Total Price, plus (or minus) the amounts for inventory, accounts receivable, accounts payable, and work_in_process (at cost) at the time of closing. Such amount to be paid for as follows at Closing: 1.$XXᇸ deposit on date executed by Buyer and signed by Seller and shall be applied as part of the payment at closing, but shall be refunded if no closing occurs on or before DATE. Also, the deposit can be contingent upon financing or other considerations. 2.$XXᇸ note payable to Seller at a X% rate for XX months (this relates to a Seller carry not as part of the financing), 3.$XXᇸ, (plus or minus adjustments typically for working capital changes), to be paid in certified funds, at close with a post close adjustment period usually 60╶ days after close to true the final accounting and working capital.