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Term Sheet Vs Purchase Agreement

When it comes to mergers and acquisitions, two important documents come into play – the term sheet and the purchase agreement. While these terms are often used interchangeably, they refer to two distinct legal documents with different purposes and implications. In this article, we will explore the differences between a term sheet and a purchase agreement.

What is a term sheet?

A term sheet is a non-binding agreement that outlines the key terms and conditions of the proposed transaction. It is a preliminary document that lays out the basic structure of the deal and serves as a roadmap for negotiations between the buyer and the seller. Typically, a term sheet includes the purchase price, payment terms, closing date, due diligence requirements, and any other important terms that will be addressed in the purchase agreement.

The purpose of a term sheet is to establish a framework for the transaction and ensure that both parties are on the same page before moving forward with a formal purchase agreement. It also helps to identify any major deal-breakers early on in the process, saving time and money for both parties.

It’s important to note that a term sheet is not legally binding, meaning that either party can walk away from the deal at any time without penalty. However, if the parties do reach a binding agreement, the terms outlined in the term sheet will typically be incorporated into the purchase agreement.

What is a purchase agreement?

A purchase agreement is a legally binding contract that outlines the terms and conditions of the sale. It is a detailed document that covers all aspects of the transaction, including the purchase price, payment terms, representations and warranties, closing conditions, and any other provisions required to complete the sale.

Unlike a term sheet, a purchase agreement is enforceable by law and can result in legal action if either party fails to meet their obligations. It is designed to protect both the buyer and seller by establishing clear expectations and obligations for both parties.

In general, a purchase agreement is a much more complex document than a term sheet and requires the expertise of attorneys and other professionals to draft and negotiate. It is the final and binding agreement that governs the sale of the business or assets.

Key differences between a term sheet and a purchase agreement

Now that we have reviewed what a term sheet and purchase agreements are, let`s take a look at the key differences between the two:

– Binding vs. non-binding: The most significant difference between a term sheet and a purchase agreement is that a term sheet is non-binding, whereas a purchase agreement is legally binding. This means that the parties can walk away from a term sheet without any consequences, but once a purchase agreement is signed, both parties are obligated to follow its terms.

– Level of detail: Term sheets are typically less detailed than purchase agreements. A term sheet outlines the basic structure and terms of the transaction, whereas a purchase agreement contains all the details and conditions of the sale.

– Timeframe: Term sheets are typically used early on in the negotiation process to establish a framework for the transaction. Purchase agreements are only drafted once the parties have agreed on the basic terms and are ready to finalize the transaction.

– Legal representation: While both term sheets and purchase agreements should be reviewed by legal counsel, purchase agreements are much more complex and require more legal expertise to draft and negotiate.


In summary, a term sheet is a non-binding document that outlines the basic terms and conditions of a proposed transaction. It serves as a roadmap for negotiations with the goal of reaching a formal agreement in the form of a purchase agreement. A purchase agreement, on the other hand, is a legally binding contract that contains all the details of the sale and governs the transaction. Understanding the differences between these two documents is critical to successfully navigating the mergers and acquisitions process.
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