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Letter Of Intent Between Two Companies Template for England and Wales

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Key Requirements PROMPT example:

Letter Of Intent Between Two Companies

"I need a Letter of Intent Between Two Companies to outline our proposed joint venture with a software development company in Manchester, including exclusivity terms for 90 days and specific confidentiality provisions around our proprietary technology, with completion targeted for March 2025."

Document background
A Letter of Intent Between Two Companies is commonly used in commercial transactions governed by English and Welsh law when parties wish to formalize their preliminary understanding before committing to a detailed, binding agreement. It typically follows initial discussions and precedes due diligence and final contract negotiations. The document outlines key commercial terms, timelines, and any binding obligations (such as confidentiality or exclusivity), while clearly stating which provisions are intended to be legally binding. It provides a structured framework for negotiations while allowing parties to withdraw if further investigation reveals concerns or if terms cannot be agreed upon.
Suggested Sections

1. Date and Parties: Identification of both companies and date of the letter

2. Project Description: Clear outline of the proposed transaction or relationship

3. Key Commercial Terms: Basic commercial terms being proposed

4. Binding vs Non-binding Provisions: Clear statement of which provisions are intended to be binding

5. Duration/Expiry: Period for which the LOI remains valid

6. Next Steps: Proposed timeline and actions to move forward

7. Signature Blocks: Space for authorized signatories of both parties

Optional Sections

1. Exclusivity: Agreement not to negotiate with other parties during the negotiation period

2. Confidentiality: Terms regarding information sharing and confidentiality during negotiations

3. Cost Allocation: Provisions for how costs during the negotiation period will be handled

4. Break Fee: Terms regarding compensation if the deal doesn't proceed after negotiations

Suggested Schedules

1. Term Sheet: Detailed outline of key commercial terms being proposed

2. Timeline: Detailed schedule of proposed next steps and milestones

3. Due Diligence Requirements: List of required documentation and information for due diligence process

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














Clauses















Industries

Law of Property (Miscellaneous Provisions) Act 1989: Key legislation governing formalities of contracts, particularly requirements for contracts to be in writing and signed

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, relevant for considering the scope and effect of the LOI

Misrepresentation Act 1967: Covers false statements made during contract negotiation, important for ensuring accuracy of statements in the LOI

Companies Act 2006: Primary legislation governing company operations in the UK, particularly relevant for authority to enter into agreements

Partnership Act 1890: Legislation governing partnerships, may be relevant if any parties are partnerships rather than companies

RTS Flexible Systems Case Law: Key precedent (RTS Flexible Systems Ltd v Molkerei Alois Müller GmbH [2010]) regarding when preliminary agreements become binding

Walford v Miles Case Law: Important precedent case [1992] regarding agreements to negotiate and their enforceability

UK Competition Law: Regulatory framework ensuring the LOI doesn't contain anti-competitive provisions

UK GDPR: Data protection regulations that must be considered if the LOI involves processing of personal data

Common Law Contract Principles: Fundamental principles including intention to create legal relations, consideration, capacity to contract, and offer/acceptance

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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