Letter of Intent

The intent of this Letter is to provide a written expression of the mutual interest of the following Parties:

“Buyer(s)”: The Undersigned

and

“Seller(s)”: E-Comm Gurus LLC

in which Buyer(s) would purchase the business, materials, services or matters 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 transfer of Credit Health and/or business financing consulting services from the Seller(s) to the Buyer(s) (“Prospective Transaction”). 

  

  1. Purchase Price

  

The Prospective Transaction would involve payment from Buyer(s) to Seller(s) under the following terms: 

  

Buyer(s) will purchase consulting services for Credit Health Services and/or Business Funding from the Seller no later than 30 days from the date of signature of this Letter, or on the date mutually agreed during the parties verbal conversation, whichever is earlier.

  

  1. Due Diligence

  

Buyer(s) will be entitled to request any further information on the services provided by the Seller until the closing, or termination, of this Letter of Intent. Seller(s) will provide such information as requested by Buyer(s) and Buyer(s) agrees to Confidentiality on all aspects of it.

  

  

  1. Definitive Agreement

  

The Definitive Agreement will be signed upon receiving payment from the Buyer for services and will include customary covenants, conditions and warranties. 

  

  1. 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 sale, purchase or transfer listed above unless and until they enter into a formal, written final agreement, which must be in form and content satisfactory to each party and to each party’s legal counsel, in their sole discretion. 

  

  1. 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. 

  

  1. 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. 

  

  1. Closing, Termination of Letter

  

Closing shall occur no later than 30 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.

  

  1. 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. 

  

  1. Governing Law

  

This letter shall be governed by the laws of the State of Florida. 

  

Sincerely, 

  

Agreed to by Buyer(s) 

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