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The purpose of a letter of intent is to define the economic terms and conditions that apply to the pending business sale if the due diligence results in no material differences in the condition of the seller’s business. In simple terms, it means that if I go over your books and records in great detail and I verify that everything you had previously presented checks out, I am willing to pay you X dollars for your business under the set of Y terms. Below is a sample Letter of Intent.

Mr. X. X. LastName
Address 1
Address 2
City, ST Zip

PERSONAL & CONFIDENTIAL
Re: Purchase of Assets of ABC Corp.

Dear Mr. LastName:

The purpose of this letter is to set forth the general terms and conditions of the proposed purchase by NEWCO, a corporation (“Buyer”) of substantially all of the assets of ABC Corp., an Illinois corporation (“Seller”).

1. Purchase and Sale of Assets. At the Closing (as hereinafter defined), Buyer will purchase all of the assets including accounts receivable but not cash on hand and rights of Seller, including all real and personal property, contract rights, patents and intellectual property. All of the assets to be purchased are referred to below as the “Purchased Assets.”

2. Liabilities. Buyer will assume no liabilities of Seller except the following (“Assumed Liabilities”):

The obligations of Seller arising under purchase orders from the Seller’s customers in the ordinary course of business, sales orders issued to Seller’s suppliers in the ordinary course of business, leases of personal property.

3. Purchase Price. As consideration for the Purchased Assets, Buyer will assume the Assumed Liabilities and will pay to Seller the amount equal to the following: ___________________ ($__________) dollars (the “Purchase Price”).

Payment is to be made as follows: $ ___________in cash at the Closing, and the remainder by delivery of the Buyer’s promissory note in the principal amount of __________

The _______-year _____________ interest bearing note at the Prime Rate on the date of Closing will be issued by BUYER with interest paid quarterly and principal paid as a balloon payment at the end of the seven year term.

Employment Contract. Buyer and Seller will enter into an employment agreement which will provide for employment as Consultant and provide Seller with an annual salary of ___________ and such other normal fringe benefits as shall be mutually agreed upon and set forth in the employment agreement. In addition to the base annual salary, Seller will receive ___% commission on sales in excess of $ ______________ . The employment agreement will be for a three-year term. Basis of commissions shall be mutually agreed upon.

Recognizing that Mr. Last Name is a valuable resource to the well being of the ongoing business of SELLER, BUYER expects his daily cooperation as part of the total purchase price for at least the first six months after the closing. The employment agreement will require a minimum of _____ days and a maximum of _____ days per year.

4. Conditions. The purchase and sale of the Purchased Assets contemplated by this letter of intent will be subject to terms and conditions customary to transactions of the type, including, without limitation, the following:

No change occurring prior to the Closing which materially and adversely affects the Business, Purchased Assets, financial condition, and prospects of Seller; Completion of Buyer’s examination of the financial condition, properties and business of Seller which examination shall not have revealed the existence of any fact, matter or circumstance which in Buyer’s judgment could materially and adversely affect the Business;
Buyer obtaining financing for the purchase of Purchased Assets at terms which are acceptable to the buyer; and
Both parties agree to a Definitive Purchase Agreement.

5. Complete Access. Following the acceptance of the letter of intent by the Seller until the Closing, Seller will give to Buyer and its representatives complete access to all of its books, records, financial statements and other documents and materials relating to the Business and to Seller’s customers and suppliers.

6. Confidentiality. The information furnished by Seller to Buyer and its employees, advisors and consultants pursuant to Section 6 shall be subject to the provisions of the confidentiality agreement. Until the Closing, Buyer will at all times hold and cause its employees, advisors, and consultants to hold in strict confidence all confidential documents and information concerning Seller which have been or will be furnished by Seller to Buyer or its employees, advisors and consultants in connection with the transactions contemplated by this letter of intent.

If the transactions contemplated by this letter of intent are not consummated, regardless of the reason therefor, such as confidence will be maintained by Buyer, except to the extent such information (a) was previously known to Buyer prior to disclosure by Seller, (b) is in the public domain through no fault of Buyer, (c) is acquired by Buyer from a third party not known by Buyer to be under an obligation of confidence to Seller, or (d) is required by law or legal process to be disclosed.

Such documents and information will not be used to the detriment of Seller or otherwise in any other manner and all documents, materials and other written information provided by Seller to Buyer, including all copies and extracts thereof, will be returned to Seller immediately upon its written request.

7. Expenses. Buyer and Seller will be responsible for the payment of their respective expenses and professional fees incurring in connection with the negotiation an consummation of the transactions contemplated by this letter of intent, except as may be otherwise provided in the Purchase Agreement (as defined below).

8. No Other Negotiations; Brokers. Seller acknowledges that Buyer has incurred and will incur significant costs in reviewing and analyzing Seller’s business and proceeding in good faith to purchase the Purchased Assets as described herein.

Therefore, for a period of ___________ (___) days commencing on the date of Seller’s acceptance of this letter of intent unless Buyer notifies Seller in writing that negotiations in respect to the transactions contemplated hereby have terminated, neither Seller nor it shareholders will directly or indirectly solicit or make or entertain any offer or proposal from or to a third party regarding the sale or possible sale of Purchased Assets or a sale of the stock of Seller or discuss in any manner any such sale with any third party or provide any information concerning the Purchased Assets to any third party.

In the event that Seller or any shareholder receives any inquiry from a third party with respect to such a sale or possible sale, Seller will notify Buyer and inform such a party of Seller’s obligations under Section 8. It is understood that XYZ Merger Group, Inc. has acted as broker on behalf of Buyer and that Buyer shall be responsible for the payment of any and all fees and expenses due to such a firm.

9. Closing. It is anticipated that the closing of the transactions contemplated by this letter of intent (the “Closing”) will occur _____________ (__) days following the date of execution of the Purchase Agreement, but in no event later than ______________________________.

10. Public Announcement. The parties will make a joint public announcement transactions described herein, with the content and timing of such an announcement to be mutually agreed upon by parties. Each party will consult with the other party prior to issuing any press release or otherwise making any public statement with respect to the transactions contemplated by this letter of intent and will not issue any such release or make any such statement over the reasonable objection of the other party, except as required by law.

The parties will proceed diligently to negotiate in good faith towards the preparation and execution of a definitive agreement (the “Purchase Agreement”) containing the agreed-upon terms and conditions as well as the customary warranties, representations, covenants, and indemnifications normally associated with the purchase and sale of assets. It is understood that except for the provisions of Sections 6, 7, 8 and 10, this letter of intent is not legally binding on either Buyer or Seller, but that it is intended only to evidence the good faith intent of the Buyer and Seller to proceed toward the transactions contemplated hereby, subject to the negotiation of certain terms and conditions not dealt with herein.

If the terms set forth in this letter meet with your approval, please indicate your acceptance by signing both copies of this letter and returning one to the undersigned. Upon the return of an executed copy of this letter, we will instruct our attorneys to proceed with the preparation of the Purchase Agreement and related documents. Our offer to enter into this letter of intent will remain open until the close of business on _________________.

Very truly yours,
__________________________

Agreed to and accepted on this ____ day of _____________, 20____.

By:___________________________

Its___________________________

The Letter of Intent is non-binding so that if the buyer discovers some surprises, he can walk away with no penalty or he can attempt to renegotiate the previously stated terms and conditions. The seller should do his negotiating or have his advisor do the negotiating prior to counter signing the LOI because a smart buyer will try to lock you up for a period of 45 to 90 days while he performs his due diligence. This lock up means that you are not allowed to invite any other bidders into the mix until the period expires or until either party has cancelled the LOI. Once the due diligence is completed, then the deal is memorialized by a much more detailed definitive purchase agreement.

Dave Kauppi is president of MidMarket Capital, and editor of The Exit Strategist Newsletter. MMC is an M&A advisory firm serving mid-market business sellers. MMC is a licensed business broker and a member of IBBA and MBBI. (630)325-0123 davekauppi@midmarkcap.com or http://www.midmarkcap.com/exit

If you’ve ever wanted to make some extra money for things you’ve wanted without having to worry about where the money’s going to come from, you have company. Most people want to do this. In fact, a lot of people want extra money to take care of emergencies they have, to take a family vacation or second honeymoon, or to buy a new car.

However, if you think your only solution is to work an extra part-time job to make ends meet, or that you won’t have time to spend with your friends and family, that’s not necessarily true. In fact, consider starting your own online business from home to make extra money and perhaps even switch from your current 9-to-5 job someday. Of course, you probably are asking the question, “Is it really possible to make a good living with an online business from home?” And the answer is yes, absolutely.

Many online businesses done from home can give you the necessary income to ensure you have financial freedom. However, you have to make sure you protect yourself and don’t fall for any scams. Research any online business you’re considering thoroughly. It’s easy to do this by simply entering search terms into any of the major search engines to check them out. You can also visit forums online that deal with online businesses and participate in a few to see which programs are legitimate. You can also ask questions to make sure you’re getting into the right business for you. In addition, you’ll be able to ask questions of those who have already tried the online programs so that you can benefit from their experiences by staying away from scams and only going for those that will give you positive results.

There are many honest, legitimate ways to start a business from home. However, there are also a lot of scams where the only purpose is to take your money. You should not let these scams dissuade you from pursuing your most ardent dreams. Rather, you should do your homework and find honest and legitimate businesses you can participate in from home. Remember that one of the most glaring differences between legitimate businesses and scams is that these scams will sound too good to be true.

If a company is legitimate, it will be happy to communicate with you either by e-mail or telephone. If you can’t get honest answers to the questions you want to ask, go elsewhere. You should also able to talk to a real person who will answer every question you ask honestly and directly. Even though some responses may take a day or so, you should still get an honest answer from a real person. In addition, stay away from businesses that require you to pay a lot of money for start up. Most likely, these businesses are scams that simply want to take your money.

Therefore, don’t ask yourself, “Can I make money with an online business from home?” Instead, realize that you can get started on your path to financial freedom with an honest, legitimate online business. If you look carefully and do your homework, there’s no reason you can’t find one that will give you everything you want.

To get started, do thorough research on online businesses that interest you. Don’t fall for scams, but do thoroughly investigate and consider honest, legitimate businesses that can truly make you the money you deserve.

Discover Kevin Sinclair’s system for making profits regardless of whether anyone joins your network marketing business. http://net-mlm-profits.com/

In order to properly create an LLC in Virginia, there are 4 major matters that should be thought through well and decided upon. By ignoring these 4 things, you run the risk of an improper or incomplete formation of your Va limited liability company.

First, you need to decide whether you are going to create your Va LLC yourself or use a third party to help you. While many choose to use a business lawyer, a lawyer is not necessarily for the actual formation process. The rules and requirements are straightforward and there are reputable services out there who provide this service to Virginia business owners.

You can perform this service yourself if desired. You need to review the Virginia Limited Liability Company Act and the documents and instructions put out by the Virginia State Corporation Commission.

If you want to save time, money and stress, and gain peace of mind that the filing is done properly, there are online formation services companies that specialize in proper LLC filings. Just be sure you are using one that is experienced and reputable when it comes to creating an LLC in Virginia.

Second, you need to decide on a name for your Va limited liability company. The name must not be the same or similar to another name being used by a Virginia legal entity or a name that has been filed for use by a Virginia business in the state corporation records. You can call the Virginia state agency to check on names or a reputable online formation service will provide this service for you as part of its services.

Third, you need to determine who will be the registered agent for your business entity. In Virginia, every Va limited liability company must appoint and continuously maintain a registered agent and Virginia registered office on file with the state agency.

A registered agent must have a permanent, physical address located in Virginia where legal papers can be accepted by a person during normal business hours. In addition, the agent must be a member of the entity, a legal entity that is properly and actively registered in the state of Virginia or a Virginia lawyer who is in good standing with the Virginia State Bar.

Fourth, you must come up with a plan for preparing and adopting a Virginia LLC Operating Agreement. The LLC Agreement evidences ownership and puts in place a management structure for a Va limited liability company.

When you create an LLC in Virginia, the formation only creates the legal shell entity itself. More action is required to create owners of the Va limited liability company by issuing ownership units to members. In addition, a shell legal vehicle does not automatically have a set of laws or rules to govern it. While the Va LLC Act has some default rules, the law strongly assumes a written agreement among the LLC and its members will be adopted for every Va LLC.

Having a written Virginia LLC Operating Agreement will provide a user manual for your Va limited liability company which in turn makes operating your business easier and with significantly reduced risk of misunderstandings and disputes among owners and managers.

In summary, there are 4 key fundamental decisions you should focus on before you create an LLC in Virginia. For more free information , a Free Virginia LLC Guide and Virginia specific articles, reports and LLC FAQs, visit http://www.VirginiaBusinessFormation.com

Partnerships are some of the most difficult relationships in business to manage. More often than not they end in failure. They can become extremely complex and if they don’t work out things can get very messy, often ending in failed friendships and estranged families. So if you are considering a business partnership there are a few things you should keep in mind.

When considering becoming a partner with someone you need to remember that your partnership will become about more than money. It’s about trust. It’s about relationship building between you and your partner. Together you’re going to have a lot of challenges and difficulties that you’ll need to work through together. You can’t just make an important business decision on your own. You’ll need to discuss it with your partner and vice versa. But at the same time there will be instances when something can’t be talked about beforehand and each person will need to have confidence in the other to make the right decision.

If you are thinking of forming a business partnership with someone you will also need to determine whether you know the person well enough to work with them. Do your personalities complement each other? Do your business and your partners mesh together effectively? You need to evaluate your strengths and weaknesses and your partners to make sure that between the two of you there exist the skills needed to succeed.
And a successful business partnership needs to have shared goals and values. The two of you need to agree on what you want the business to become. Are you looking to build up your own little empire or are you happy with the fact that you are your own bosses and can make a decent living.

Successful business partnerships are rarely equal partnerships. Fifty fifty splits are not a wise idea when considering being partners with someone. This of course is an area that can cause a lot of animosity. But for a business to be successful most often it needs to have one voice that has the final say. Often this is worked out by determining who will be the president of the company and who is the vice president or some other such title. This can work and often does but the fact that two different people own exactly half of the company can often come into play anyway.

Once the other details have been worked out you’re final test of whether a partnership can work is to draw up a business plan. In it you can outline each person’s area of responsibility within the business. It’s important because even though you’ll want to discuss those important decisions that must be made you also want to be able to take advantage of the skills that each person is bringing into the business. You’ll want the work loads and responsibilities to be fairly equal. Often animosity can develop if one person believes the other is not contributing their fair share.

Business Partnerships can work but they also require a lot more thought than a sole proprietorship does. You need to be cognizant of the other person’s abilities, dedication, personal responsibilities, and goals. Just as they need to be aware of yours. Often good relationships can become strained or even end because of a failed partnership.

Cash Miller is an experienced entrepreneur and speaker who has spent over a decade as a small business owner. His years of experience in small business cover many topics. For more small business information you can go to http://www.SmallBusinessDelivered.com

Everyone seems to be talking about making money online these days and why not? Creating an online income now can protect you in the future if you get laid off. And it can even allow you to voluntary leave the ranks of corporate workers once you achieve a decent level of success.

There are many different ways to make money online. Here are 6 ideas to get you started thinking about ways you can start making money online today and protect yourself for the future.

1. Blog for Money
Blogging is a great way to make money. It’s easy, fun and you can get started for free with a service like Blogger.com or Wordpress.org. Or if you’re already a bit tech savvy go ahead and host your own domain. There are plusses and minuses to each way of blogging.

If you choose blogging as a route to making money online be warned that in addition to content creation you’ll also need to learn at least the basics or marketing and search engine optimization. This may seem difficult, but it can be very rewarding and will be a definite asset to your knowledge. The more you learn the faster you’ll be able to make more money.

If you prefer not to learn about the marketing of your own site you can still make money blogging for other sites. Services like Triond are a good place to start out and make a name for yourself. Later you can try to get full time work blogging for a network such as Weblogs Inc.

2. Affiliate Marketing
As an affiliate marketer you’ll promote the products and/or services of other companies and they will pay you a commission for the sale or leads. Think of it like an online sales job.

Affiliate marketing is a huge arena and there are tens of thousands of products you can potentially promote. To get an idea check out two of the largest affiliate networks, Commission Junction or Clickbank. Both have huge numbers of products you can sell online.

You’ll be amazed at the amount of money you can make through affiliate marketing, it is only limited by your own imagination and hard work. There are many successful online entrepreneurs making fortunes every month through affiliate marketing.

3. Starting An Online Business
Starting your own business online isn’t as hard as you might think. If you’ve got in depth knowledge of an industry and some good contacts within that industry you can very likely start a business providing a product or service related to that industry.

Starting your own online business allows you to sell your own products or services. Successful online businesses include web design, software development, copywriting and digital products such as eBooks or video courses.

You’ll want to make sure that you do some research before jumping in and make sure that your chosen business is viable and that you can handle the extra demands that business owners have. You can find a great deal of information at Entrepreneur.com on how to start an online business.

4. Domaining Your Way to Riches
Domaining is quite simply buying and then reselling websites and domains for profit. Domainers buy up web properties and then sell them immediately for a net gain or take the time to fix them up first and sell them for even larger profits. It is very similar to offline real estate investing without the huge capital requirements.

Often domaining is referred to as domain flipping and it can be very profitable for those that can identify good niches and develop attractive money making sites. To get some idea of how much websites can sell for take a look at the SitePoint Marketplace, you may be surprised.

5. Take Paid Surveys Online or Try Get Paid To Sites
Paid surveys and get paid to sites are two long standing and easy ways to make money online. You can find dozens of websites that are willing to pay you either for your opinion or to complete trial offers.

One of the great benefits of these types of sites is that you don’t need any technical skills or even a website to participate. Paid surveys are fun, easy and they are fairly risk free.

If you want to participate with the get paid to websites you should investigate first to see if they are reliable in sending checks. Once you do find a reliable site you can easily makes hundreds of dollars a month signing up for trial offers.

Paid Survey Success has a large list of paying survey companies as well as get paid to companies that do pay.

6. Freelance and Make Money Online
There are thousands of freelancers making money online and you can be one of them. If you’ve got skills in web design, programming or writing you can easily join the ranks of the online freelancers. Other freelancing opportunities other than the ones listed above exist in proofreading, transcription and translation.

Don’t expect to make thousands as soon as you start however. It will take you some time to build a client base and get to the point where you can command top dollar for your work. But it can be done with hard work and persistence.

When beginning your freelance career you’ll likely be taking low paying jobs from places like Elance, however as you gain experience and gather a client list you’ll slowly be able to move away from this and increase your rates.

I can tell you that writers especially have plenty of places to begin. In addition to the freelancing websites there are also web communities that will pay you to write for them. Associated Content is one such site. Another is Hub Pages where you get paid on a revenue sharing basis. This means you’ll get a percentage of the money made from your articles on Hub Pages.

Honestly the important thing is just to get started. You can use any of the methods listed above and there are likely dozens more ways to make money online that I haven’t covered. Don’t make the mistake of waiting and over analyzing, pick something you think you’ll like and get started today. That’s the best way to make money online!

To learn more about making money online take a look at the authors pages over at Hub Pages http://hubpages.com/hub/Six-Easy-Ways-to-Start-Making-Money-Online. If you’re really interested in paid surveys online you can visit this blogger blog – http://surveys-for-money.blogspot.com