Dear myTown Magazines (Farmboy, Inc.):
The intent of this Letter is to provide a written expression of the mutual interest of the following Parties:
"Buyer(s)": Advertiser
and
"Seller(s)": myTown Magazines (Farmboy, Inc.)
in which Buyer(s) would purchase Advertising set forth in this Letter from Seller(s). This Letter also outlines some of the terms and conditions that a future agreement would include, as well as the exchange of information and documents that should take place in advance of the future agreement. The future agreement would require further documentation and approvals and the preparation of a definitive agreement which would set forth the material terms and a commitment from the Buyer(s) to purchase and the Seller(s) to sell.
1. Prospective Transaction
The transaction, which the Parties have expressed a mutual interest in, involves the purchase of Advertising Insertion(s) at current ad rate from, shown here, the Seller(s) to the Buyer(s) ("Prospective Transaction").
The desired market for Advertising is .
2. Purchase Price
The Prospective Transaction would involve payment from Buyer(s) to Seller(s) under the following terms:
Advertiser will pay in accordance with the Advertising Agreement.
3. Liabilities of Seller
Buyer(s) would not assume any liabilities or obligations of Seller(s).
4. Due Diligence
Buyer(s) will be entitled to inspect and analyze the Seller's assets and inventory. Seller(s) will provide all information requested by Buyer(s).
5. Contingencies
Before a final agreement can be made, Buyer(s) must be satisfied with the due diligence review and information and documents provided by Seller(s), as well as an agreement on the terms of the Advertiser Agreement.
6. Advertiser Agreement
The Advertiser Agreement will be structured as a purchase and will include full conditions.
7. Non-Binding Agreement
Except for the paragraph entitled "Public Announcements and Confidentiality Agreement," the provisions in this Letter of Intent are for informational purposes only and are nonbinding on all Parties. The Prospective Transaction requires further negotiation and documentation, including preparing and executing a final agreement. This letter does not require either party to proceed to the completion of a binding final agreement. The parties shall not be contractually bound to the purchase listed above unless and until they enter into a formal, written final agreement, which must be in form and content satisfactory to each party, in their sole discretion.
8. Public Announcements and Confidentiality Agreement
All parties hereby agree not to release any information to the public with regards to this letter or any potential agreement without the separate written consent of all parties involved. All parties agree that the terms of this letter of intent and any negotiations shall remain confidential between the parties and their legal representation.
9. Authority to Enter Letter of Intent
The parties signing this letter affirm they are an authorized representative of their respective companies and have authority to enter into this Letter of Intent.
10. Closing, Termination of Letter
Closing shall occur no later than 365 days from the date the last signature is affixed hereto unless mutually extended by the Parties. The Letter of Intent terminates if Closing does not occur or has not been extended or if either Party provides written notice of termination. If the Letter terminates, the paragraph entitled "Public Announcements and Confidentiality Agreement" survives termination and continues to bind the Parties, as does any separately executed Confidentiality Agreement.
11. Expenses Associated with this Letter of Intent and Due Diligence
The Parties agree to bear their own expenses, including attorney's and professional fees associated with any due diligence or any other matter associated with this Prospective Transaction.
12. Governing Law
This letter shall be governed by the laws of the State of Iowa.
