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The Commercial Purchase Letter of Intent is a crucial preliminary document used in Malaysian business transactions when parties wish to formally express their intention to enter into a commercial purchase arrangement while maintaining flexibility for negotiations. It serves as a roadmap for the transaction, typically issued after initial discussions but before detailed due diligence and final contract negotiations. Under Malaysian law, while generally non-binding, certain provisions can be made explicitly binding, such as confidentiality and exclusivity clauses. The document is particularly important in complex transactions where parties need to demonstrate serious intent, secure internal approvals, or establish a framework for due diligence. It typically includes proposed key terms, timelines, and conditions, while operating within Malaysia's legal framework, which combines common law principles with local statutory requirements such as the Contracts Act 1950 and the Sale of Goods Act 1957.

1. Date and Parties: Full identification of sender and recipient, including company registration numbers and addresses

2. Subject Line: Clear identification of the proposed transaction

3. Opening Statement: Formal introduction and purpose of the letter

4. Transaction Overview: Brief description of the proposed commercial purchase

5. Key Terms: Essential elements including product/service description, quantity, proposed pricing, and delivery terms

6. Timeline: Proposed schedule for negotiation, due diligence, and completion

7. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified clauses

8. Exclusivity Period: Timeframe during which parties agree to negotiate exclusively

9. Confidentiality: Statement regarding confidential treatment of discussions and information

10. Next Steps: Clear outline of the expected process forward

11. Expiry Date: Validity period of the LOI

12. Signature Block: Space for authorized signatures and dates