The Founder M&A Forms Library
Sell-Side Templates for Your Next Deal
MONTAGUE LAW · M&A FORMS FOR FOUNDERS
Every founder selling a company faces the same opening sequence of documents — an NDA, a letter of intent, an exclusivity clause, and a term sheet that anchors the economics. The buy-side templates floating around the internet are written to protect the buyer. We have not seen a comparable founder-friendly library, so we built one.
This library collects the four front-of-deal documents Montague Law uses with founder clients, with each form preceded by a practitioner’s guide explaining what every clause actually does, where buyers will push back, and what the negotiation typically looks like. These are not legal advice. They are starting points, drafted from the seller’s perspective, that should be tailored by counsel for your specific deal.
The four templates
1. Confidentiality Agreement — M&A Diligence (NDA)
The first piece of paper out the door. A unilateral, founder-friendly NDA designed to be signed before the CIM goes out, before any financials change hands, and before names are named. Includes residuals carve-back, no-hire protection, and a tight definition of confidential information.
2. Letter of Intent — Stock Acquisition
The first meaningful price discussion lives in the LOI. This template is drafted from the seller’s perspective and memorializes the principal economic and structural terms before the parties spend money on diligence and deal lawyers. Mostly non-binding, with surgically binding exclusivity, expense, and confidentiality provisions.
3. Exclusivity Agreement (No-Shop)
A stand-alone exclusivity agreement — useful when the buyer wants to lock you up before an LOI is signed, or when the broader LOI is taking weeks but the seller is willing to give a short period of exclusivity to keep momentum. Drafted from the seller’s perspective with a short fuse, narrow scope, and a clean walk-away.
4. Term Sheet — Private Equity Stock Acquisition
The deepest of the four. A term sheet for the acquisition of 100% of the capital stock of a privately held US target corporation by a private equity sponsor — typically through a newly formed acquisition vehicle. Drafted as a counter to a sponsor-favorable PE term sheet, with attention to working capital, escrow, RWI, indemnification baskets and caps, and management rollover.
How to use this library
Each template is built to be used in order. In a typical sell-side process, the NDA goes out with the teaser, the LOI is signed once a buyer has been screened and a non-binding price has been agreed, the exclusivity agreement (or the exclusivity clause inside the LOI) carries you into diligence, and the term sheet anchors the economics that will eventually be papered into the definitive purchase agreement.
The practitioner’s guides explain what every clause is doing, where buyers will push back, and what the seller’s leverage looks like at each stage. Read the guides even if you do not plan to use the templates — they are short enough to read in an afternoon and they explain the M&A process in plain English.
Talk to an M&A lawyer before signing
These templates are starting points, not legal advice. The right document for your deal depends on whether you are doing a stock or asset sale, whether the buyer is strategic or financial, whether you have minority shareholders, whether you have rollover equity, and many other facts that an attorney needs to walk through with you.
To schedule a consultation about a specific deal, call 904-234-5653 or use the contact form. The firm represents founders and sellers in M&A transactions statewide and nationally from offices in Fernandina Beach and Coral Gables (Miami).
This library is provided for general informational purposes only and is not legal, tax, or financial advice. Using a template does not create an attorney-client relationship with Montague Law or John Montague. Consult an M&A attorney for guidance tailored to your specific transaction.
