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Term Sheet For Sale Of Business Template for Hong Kong

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Key Requirements PROMPT example:

Term Sheet For Sale Of Business

"I need a Term Sheet for Sale of Business for the sale of my Hong Kong-based SaaS company, with particular focus on intellectual property rights transfer and protection of our proprietary technology, targeting completion by March 2025."

Document background
The Term Sheet for Sale of Business is a crucial preliminary document used in Hong Kong business sale transactions to establish the fundamental terms and understanding between parties before proceeding with detailed due diligence and final agreements. This document is typically prepared when parties have reached initial commercial agreement but before committing significant resources to detailed documentation and due diligence. It outlines key aspects such as purchase price, payment terms, transaction structure, and major conditions, while usually remaining non-binding except for specific provisions like confidentiality and exclusivity. The term sheet serves as a roadmap for legal counsel in preparing the definitive agreements and helps identify potential issues early in the transaction process. In Hong Kong's dynamic business environment, this document must comply with local corporate laws and commercial practices while being sufficiently flexible to accommodate various transaction structures and industry-specific requirements.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

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

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Whether the transaction is a share sale, asset sale, or combination thereof

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

6. Payment Terms: Timeline and method of payment, including any deposits or escrow arrangements

7. Key Assets: Overview of the main assets included in the sale

8. Due Diligence: Scope and timeline for due diligence investigation

9. Key Conditions: Major conditions precedent to closing the transaction

10. Timeline: Expected timeline for signing definitive agreements and closing

11. Confidentiality: Binding provisions regarding confidentiality of negotiations and information

12. Exclusivity: Any exclusive negotiating period granted to the buyer

13. Costs: Allocation of transaction costs between parties

14. Non-Binding Nature: Clear statement of which provisions are binding and non-binding

Optional Sections

1. Employee Matters: Terms regarding treatment of employees, used when the business has significant workforce

2. Regulatory Approvals: Section covering required regulatory approvals, included for regulated industries or large transactions

3. Intellectual Property: Specific provisions for IP transfer, important for technology or brand-focused businesses

4. Real Estate: Terms regarding treatment of property assets, relevant when real estate is a significant component

5. Environmental Matters: Environmental considerations and obligations, included for industries with environmental impacts

6. Tax Structure: Overview of proposed tax treatment, included for complex transactions with significant tax implications

7. Post-Closing Covenants: Key post-closing obligations, included when ongoing obligations are crucial to the deal

8. Break Fee: Terms regarding break fees, included in larger transactions or competitive situations

Suggested Schedules

1. Key Assets Schedule: List of major assets included in the transaction

2. Price Calculation: Detailed breakdown of purchase price calculation methodology

3. Key Contracts: List of material contracts to be transferred

4. Transaction Timeline: Detailed timeline with key milestones and deadlines

5. Excluded Assets: List of assets specifically excluded from the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































Clauses






























Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Professional Services

Healthcare

Real Estate

Construction

Hospitality

Education

Transportation

Energy

Media & Entertainment

Telecommunications

Consumer Goods

Industrial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Strategy

Treasury

Tax

Human Resources

Corporate Secretariat

Risk Management

Compliance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Director

Head of Mergers & Acquisitions

General Counsel

Legal Director

Corporate Lawyer

Investment Banker

Financial Controller

Business Development Manager

Strategy Director

Board Member

Company Secretary

Due Diligence Manager

Transaction 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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