Letter of Intent

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Letter of Intent by Mind Map: Letter of Intent

1. Standard T&Cs

1.1. Illustrative Timeline

1.1.1. Given the importance of timing in respect to this transaction we have proposed a high-level timeline as follows:

1.1.1.1. • Date: technical due diligence (Visit Sheba)

1.1.1.2. • Date onward: Drafting of Definitive Agreement

1.1.1.3. • Date: Financial due diligence and valuation work

1.2. Due Dilligence Process

1.2.1. This Transaction is of the highest priority for us, and we are prepared to proceed as quickly as possible; it is important that you make that same commitment to us before we expend additional time and resources pursuing this opportunity

1.2.2. With the Company’s full cooperation, we believe we can expeditiously complete our due diligence, and present TARGET NAME with a definitive agreement within eight weeks from the date our Proposal is accepted.

1.3. Exclusivity & Confidentiality

1.3.1. If the Company is interested in pursuing the proposed Transaction, we would offer sixty days of exclusivity (the “Exclusivity Period”) to finalize the technical due diligence and negotiate definitive documentation, subject to a 60-day extension if the partner is working in good faith to consummate the transaction at the initial expiration date. A draft form of the exclusivity and confidentiality agreement is enclosed as Exhibit A for your consideration (the “Exclusivity and Confidentiality Agreement”). We emphasize our desire to complete the proposed Transaction in an expeditious and efficient manner and our readiness to mobilize resources to move ahead quickly. To that end, and assuming we sign this letter in advance, we would suggest an organizational meeting as soon as possible to agree on the work plan during the Exclusivity Period.

1.4. Non-Binding Commitment

1.4.1. This non-binding indication of interest is confidential and may not be disclosed other than to you, the Company and its advisors on a strictly need-to-know basis. It is not intended, and shall not be deemed, to create any binding obligation on the part of OUR NAME, or any of its affiliates, to engage in any transaction with the Company or to continue its consideration of any such transaction. Subject to the immediately following sentence, none of the parties shall be bound in any way in connection with this letter unless and until the parties execute a definitive agreement, and then shall be bound only in accordance with the terms of such agreement. Notwithstanding anything to the contrary in this letter, the Exclusivity and Confidentiality Agreement, once executed by the parties thereto, shall constitute binding obligations of the parties thereto. We are very excited about the potential opportunity and hope that you are equally interested in proceeding in a constructive and expeditious dialogue. We look forward to working with you to complete this transaction.

1.5. Documentation

1.5.1. Conduct in Ordinary Course

1.5.2. Public Announcements.

1.5.2.1. Neither you nor we will make any announcement of the proposed transaction contemplated by this Letter of Intent prior to the execution of the Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed. The foregoing shall not restrict in any respect your or our ability to communicate information concerning this Letter of Intent and the transactions contemplated hereby to your and our, and your and our respective affiliates’, officers, directors, employees and professional advisers, and, to the extent relevant, to third parties whose consent is required in connection with the transaction contemplated by this Letter of Intent.

1.5.2.1.1. By this letter of Intent the Parties agrees that Confidential conversation with investors for investment in SHEBA's R&D, and Financing can be disclosed under NDA with the parties considering an investment.

1.5.3. Expenses & Limitation of Liability

1.5.3.1. Expenses & Limitation of Liability. You and we will pay our respective expenses incident to this Letter of Intent, the Agreement and the transactions contemplated hereby and thereby, and NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CAUSE WHATSOEVER ARISING UNDER THIS LETTER OF INTENT.

1.5.3.2. Legal Fees

1.5.3.2.1. All Legal fees incurred during the Agreement process is at the sole responsibility of the parties unless proven malevolence

1.5.3.2.2. All parties have represented to each other that no brokers, Legal or finders have been employed who would be entitled to a fee by reason of the transaction contemplated by this Letter of Intent.

2. Terms & Conditions

2.1. Transaction Overview and Structure

2.1.1. Proposal

2.1.1.1. Based on our preliminary review of the information provided and subject to the conditions set forth below, SHEBA is pleased to submit this non-binding letter of intent (the “Proposal”) for a transaction.

2.1.1.2. We propose entering into a partnership to review Sheba's technology through a Stage Gate validation process.

2.1.1.2.1. The Process is Non Exclusive

2.1.1.3. We believe that in order for this transaction to be successful our interests must be aligned. With that in mind, we have designed a compensation structure that allows all parties to benefit from our future success in an equitable way.

2.1.1.4. Schedule: Review Stage Gate Process

2.2. Discussion for Partnership

2.2.1. Exlusivity

2.2.1.1. % of Volume

2.2.1.1.1. 10% of All Planned Volume can be use at the discretion of Sheba to integrate with other OEM or alternative application

2.2.1.2. Value Sharing

2.2.1.3. Licensing Agreement

2.2.1.4. R&D

2.2.1.5. Communication

2.2.2. Commercialization

2.2.2.1. Level of Investment

2.2.2.1.1. Direct Investment in Sheba

2.2.2.1.2. Investment in Commercialization Process

2.2.2.1.3. Investment in Manufacturing

2.2.2.1.4. Investment in OEM Design Integration

2.2.2.2. Sales Support

2.2.2.2.1. Licensing with OEM

3. Definitive Agreement

3.1. Exclusive Agreement