M&A Term Sheet and Letter of Intent Template – Word DOCX

BENEFITS OF THIS DOWNLOADABLE WORD DOCUMENT

1. Covers all 15 sections of a working term sheet, including the ones that get bolted on late and badly -- earnout, escrow and break-up fee.
2. Separates transaction structure from purchase price, which is where stock-versus-asset arguments actually start.
3. Sets out indemnification and conditions to closing explicitly, so the negotiation happens before signing rather than after.

M&A (MERGERS & ACQUISITIONS) WORD DESCRIPTION

M&A Term Sheet and Letter of Intent Template (docx): Download editable merger & acquisition agreement framework with purchase price, indemnification, escrow, and closing terms. M&A Term Sheet and Letter of Intent Template is a 7-page Word document available for immediate download upon purchase.

Standard M&A term sheet and Letter of Intent: purchase price, deal structure, representations and warranties, indemnification, escrow, earnout, and closing conditions.

The document runs to 15 numbered sections in the order a term sheet is actually negotiated: Parties; Target Description; Transaction Structure; Purchase Price; Earnout; Escrow and Holdback; Representations and Warranties; Covenants; Indemnification; Conditions to Closing; Break-up Fee; and Confidentiality, with three further sections continuing the same structure. Keeping Transaction Structure separate from Purchase Price matters more than it looks – that is where the stock-versus-asset question lives, and collapsing the two is how deals reach diligence with the tax treatment still unresolved.

Everything quoted here is measured from the file itself rather than described from memory: the document contains 62 structured table rows and 227 paragraphs. Nothing is locked, hidden or password protected, so every clause and table can be edited, deleted or extended to fit the deal in front of you.

This is built as a working document, not a reference read. The structure carries the thinking – what to agree, in what order, and what to leave to definitive documents – while the specifics stay yours to fill in. Placeholders are marked clearly so you can see at a glance what still needs a decision, and the formatting is deliberately plain so it survives being sent to a counterparty without looking borrowed.

How to put it to work. Read it end to end once so you know what it commits you to, then work top down and delete anything that does not apply – over-inclusion is the most common way a term sheet loses credibility with the other side's counsel. Where a section calls for a judgement rather than a fact, write the judgement down along with the reasoning, because that is exactly what gets interrogated when the definitive agreement is drafted. Save your completed version as the house standard so the next deal starts from your refined copy.

What this is and is not. It is a structure and a starting point built on how these documents are actually assembled in practice – the order of the argument and the terms that get missed when someone works from a blank page. It is not legal advice and it is not a substitute for review by qualified counsel, which any term sheet intended to bind you should have. Nothing in it is jurisdiction-specific boilerplate you should sign without reading.

Typical users are corporate development teams, independent sponsors, founders selling a business and the advisers around them. It is delivered as a single Microsoft Word file, and opens in Word, Google Docs and Pages without conversion.

Source: Best Practices in M&A (Mergers & Acquisitions), Contract Word: M&A Term Sheet and Letter of Intent Template Word (DOCX) Document, ModelStack