Document background
The Exclusive Letter of Intent serves as a crucial document in the preliminary stages of significant business transactions under Canadian law. It is typically used when parties have reached a serious stage of negotiations and the potential buyer requires exclusivity to conduct due diligence and negotiate definitive agreements without competition from other potential buyers. The document outlines key terms of the proposed transaction, including price range, timeline, and due diligence requirements, while making clear which provisions are binding (typically exclusivity and confidentiality) and which are non-binding. When drafting an Exclusive Letter of Intent, consideration must be given to both federal and provincial Canadian laws, particularly regarding contract formation, competition law, and securities regulations if public companies are involved. The document's jurisdiction may also require special attention to Quebec civil law if any parties or assets are based in Quebec.
