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The Franchise Letter of Intent is a crucial preliminary document used in the Dutch franchise sector to initiate formal negotiations between franchisors and potential franchisees. Since the implementation of the Dutch Franchise Act in 2021, this document has gained additional significance as it helps ensure compliance with mandatory pre-contractual information requirements. The LOI typically outlines key commercial terms, exclusivity periods, and due diligence processes while maintaining a non-binding nature except for specific provisions like confidentiality. It serves as a roadmap for negotiations and helps parties structure their discussions within the framework of Dutch franchise law, which is known for its protective stance towards franchisees.

1. Date and Parties: Identification of the franchisor and potential franchisee, including full legal names and addresses

2. Introduction/Background: Brief description of the franchisor's business, the franchise system, and the parties' intention to explore a franchise relationship

3. Purpose of the Letter: Clear statement that this is a non-binding letter of intent (except for specified binding provisions) to explore a franchise relationship

4. Proposed Key Terms: Outline of fundamental business terms including territory, fees, and duration

5. Due Diligence Process: Description of the information exchange process and timeline, complying with Dutch Franchise Act requirements

6. Exclusivity Period: Period during which parties agree not to negotiate with others regarding similar arrangements

7. Confidentiality: Binding provisions regarding the protection of confidential information exchanged during negotiations

8. Timeline and Next Steps: Proposed schedule for negotiations, due diligence, and execution of definitive agreements

9. Costs and Expenses: Statement regarding who bears the costs of negotiation and due diligence

10. Governing Law: Specification of Dutch law as governing law and jurisdiction for disputes