Transaction term sheet (English)

-- For sellers, purchasers and their advisors --

Sophisticated Dutch law governed term sheet in English for M&A transactions of every size between a single seller and a single purchaser.

The term sheet (also letter of intent, LoI, heads of agreement or heads of terms) assumes that all shares in the capital of a Dutch private company with limited liability (besloten vennootschap) are transferred, such company being the single target entity or the holding company of a larger group of entities.

Terms of this document configurable to your needs include:

  • Details of the parties and the target company or group
  • Economic effect of the transaction
  • Purchase price calculation and mechanics
  • Conditions for signing and completion
  • Representations and warranties
  • Claims, limitation of liability and recourse
  • Process arrangements and timing of the transaction
  • Duration and termination
  • Exclusivity and confidentiality
  • Dispute settlement

Our partner VESPER Attorneys provides validation of this document at a discounted price. Apply after completing the questionnaire for this document. VESPER can also further support you in the deal.

Our partner Virtual Vaults provides excellent online data room services for deals of all sizes. Request an offer after completing the questionnaire for this document.

Our term sheet between multiple sellers and one purchaser can be found here. We also offer the shares sale and purchase agreement (SPA) for your deal, including a balanced SPA for an 'as is, where is' transaction, and a sophisticated seller friendly SPA and purchaser friendly SPA.


While completing the questionnaire remember that:

  • answering questions as complete as possible saves you time and money in finalising the document after generating;
  • not knowing the answer to a question is not a problem. We include placeholders in the generated document so that after its generation you can easily pick up on the outstandings; and
  • clicking the (?) icon next to a question gives you guidance on format, how to interpret that question and how to answer.