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A Letter Of Intent To Sell Business is a crucial preliminary document used in German business transactions when a company or its owners are contemplating the sale of their business to a potential buyer. This document serves as a roadmap for the transaction, outlining key commercial terms, due diligence requirements, and timeline expectations while maintaining flexibility for detailed negotiations. Under German law, particularly the BGB (Civil Code) and HGB (Commercial Code), such letters of intent are generally non-binding except for specifically designated provisions such as confidentiality and exclusivity clauses. The document typically precedes the main sale and purchase agreement and helps establish clear expectations and procedures for both parties while protecting their interests during the negotiation phase.

1. Parties: Identification of the potential seller and potential buyer with full legal names and addresses

2. Background: Brief description of the business being sold and the parties' intention to enter into negotiations

3. Definitions: Key terms used throughout the letter, including 'Business', 'Proposed Transaction', 'Confidential Information'

4. Subject Matter: Clear description of the business assets, shares, or units intended to be sold

5. Purchase Price Range: Indicative, non-binding price range or valuation methodology

6. Due Diligence: Framework for the due diligence process, including access to information and timeline

7. Exclusivity Period: Period during which the seller agrees not to negotiate with other potential buyers

8. Confidentiality: Obligations regarding the confidential treatment of information exchanged

9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified clauses

10. Timeline: Proposed schedule for negotiations, due diligence, and target closing date

11. Governing Law: Specification of German law as governing law

12. Binding Provisions: Identification of which provisions are legally binding (typically confidentiality, exclusivity, and governing law)