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Letter Of Intent Non Binding
1. Date and Parties: Opening section identifying the date and the parties involved, including full legal names and addresses
2. Introduction: Brief opening paragraph stating the purpose of the letter and its non-binding nature
3. Transaction Overview: High-level description of the proposed transaction or business relationship being contemplated
4. Key Terms: Outline of the principal terms and conditions being considered for the potential transaction
5. Timeline: Proposed schedule for negotiations, due diligence, and potential completion of the final agreement
6. Confidentiality: Statement regarding the confidential nature of discussions and any reference to existing NDAs
7. Non-Binding Nature: Clear statement confirming the non-binding nature of the letter, except for any specifically identified binding provisions
8. Termination: Conditions under which either party may terminate discussions
9. Signature Block: Space for signatures, though noting these are for acknowledgment rather than creating binding obligations
1. Exclusivity: Optional section requesting exclusive negotiations for a specified period - include when parties want to ensure focused discussions
2. Costs and Expenses: Section detailing how costs related to negotiations and due diligence will be handled - include when significant preliminary expenses are expected
3. Governing Law: Optional reference to applicable law - include when parties are from different jurisdictions
4. Due Diligence Access: Details about the scope and process of due diligence - include when substantial due diligence is anticipated
5. Press Releases: Guidelines for public announcements - include when public interest or disclosure requirements exist
6. Break Fee: Terms of any break fee arrangement - include in significant transactions where parties want to ensure serious intent
1. Key Commercial Terms Summary: Brief outline of main commercial terms being considered
2. Preliminary Timeline: Detailed schedule of proposed steps and milestones
3. Contact Details: List of key contacts for each party involved in the negotiations
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